-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UM9b9ocNDHP3vS2Qq18TGmEYDFQX0Mzmro8vchMixTLC0/bL5NtlyD73RAtsOa1J 2UOQUGE98QywI/S6axGyeg== 0001157523-05-006831.txt : 20050802 0001157523-05-006831.hdr.sgml : 20050802 20050801175433 ACCESSION NUMBER: 0001157523-05-006831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050729 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK JOS A CLOTHIERS INC /DE/ CENTRAL INDEX KEY: 0000920033 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 363189198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-14657 FILM NUMBER: 05989474 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a4943281.txt JOS A BANK CLOTHIERS INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2005 JoS. A. Bank Clothiers, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 - -------------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 500 Hanover Pike Hampstead, Maryland 21074 - -------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410) 239-2700 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On July 29, 2005, the board of directors of JoS. A. Bank Clothiers, Inc. (the "Company") increased the size of the board from five directors to six directors and appointed Sidney H. Ritman as a new director of the Company to fill the vacancy created by such increase. Mr. Ritman has not been appointed to any committee of the board as of the date of this Report on Form 8-K. Mr. Ritman will stand for election at the Company's 2007 Annual Meeting of Stockholders as a nominee for director. The Company's Board of Directors is divided into three classes. Each class holds office for a term of three years. If elected, Ritman will serve as a director for a term of three years expiring at the 2010 Annual Meeting of Stockholders or at such later time as his successor is duly elected and qualified. Mr. Ritman is the founder, owner and operator of Toni Industries, Inc., an importer of the Giorgio San Angelo line of ladies clothing. Mr. Ritman has an extensive background in international sourcing for U.S. and European apparel retailers, including fifteen years in residence in Hong Kong as the founder, owner and operator of Armstrong Industries, Ltd., a sourcing agent which had offices in seven countries and annual FOB sales in excess of $200 million. In 1987, Mr. Ritman sold Armstrong to Colby-Stanton International, a Hong Kong buying group, for which Mr. Ritman served as a director until 1997. There is no arrangement or understanding between Mr. Ritman and any other persons pursuant to which Mr. Ritman was appointed as a director of the Company and there have been no transactions during the last two years, or proposed transactions, to which the Company was or is to be a party, in which Mr. Ritman had or is to have a direct or indirect material interest. 2 Item 9.01 Financial Statements and Exhibits A copy of the Company's press release dated August 1, 2005 announcing the appointment of Mr. Ritman as a director of the Company is attached to this Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JoS.A.BANK CLOTHIERS, INC. (Registrant) Date: August 1, 2005 By: /s/ Robert N. Wildrick ----------------------------------------- Robert N. Wildrick, Chief Executive Officer and Director 4 Exhibit Index ------------- Exhibit No. Description - ----------- ------------ 99.1 Press Release of JoS. A. Bank Clothiers, Inc. dated August 1, 2005 5 EX-99.1 2 a4943281ex991.txt EXHIBIT 99.1 Exhibit 99.1 JoS. A. Bank Elects New Director; Sidney H. Ritman to Join Board HAMPSTEAD, Md.--(BUSINESS WIRE)--Aug. 1, 2005--JoS. A. Bank Clothiers, Inc. (Nasdaq National Market: JOSB) announced today that Sidney H. Ritman has been named as an additional director of the company. Mr. Ritman is the founder, owner and operator of Toni Industries, Inc., an importer of the Giorgio San Angelo line of ladies clothing. Mr. Ritman has an extensive background in international sourcing for U.S. and European apparel retailers, including fifteen years in residence in Hong Kong as the founder, owner and operator of the Armstrong Industries, Ltd., a sourcing agent which had offices in seven countries and annual FOB sales in excess of $200 million. "The phenomenal growth and success of JoS. A. Bank is the talk of the industry. I am pleased to be associated with such an impressive company," said Mr. Ritman. He continued, "JoS. A. Bank's merchandising strategy is exciting and innovative. I look forward to working with management and my fellow board members as the company continues to lead the menswear industry with offerings such as the Stays Cool suit and its Travelers collection of products." Robert N. Wildrick, Chief Executive Officer and President, welcomed Mr. Ritman saying, "We are privileged to have Sid on our Board. His expertise in international sourcing is a resource upon which we can draw as we continue to expand our global network of suppliers." JoS. A. Bank Clothiers, Inc., established in 1905, is one of the nation's leading retailers of men's classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 282 stores in 38 states and the District of Columbia, a nationwide catalog, and an e-commerce website that can be accessed at www.josbank.com. The Company is headquartered in Hampstead, MD, and its common stock is listed on the Nasdaq National Market under the symbol "JOSB". The Company's statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company's control that can affect the Company's operating results, liquidity and financial condition such as risks associated with economic, weather, public health and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from its global supplier base and other competitive factors. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates, and assumes no obligation to update any of the forward-looking statements. These risks should be carefully reviewed before making any investment decision. CONTACT: JoS. A. Bank Clothiers, Inc., Hampstead, MD David E. Ullman, EVP/CFO, 410-239-5715 or RJ Falkner and Company, Inc. Investor Relations Counsel R. Jerry Falkner, CFA 800-377-9893 info@rjfalkner.com or www.josbank.com -----END PRIVACY-ENHANCED MESSAGE-----