-----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, I6EBzsMNEcf0MpRgTrVl+9Q46yev6b0Z8XIaeaeIzkUAXLjVBIBGgSCB4vJH2PZf g2Ize7ftPtqccN+6l6kbaA== 0001157523-10-003727.txt : 20100621 0001157523-10-003727.hdr.sgml : 20100621 20100621060045 ACCESSION NUMBER: 0001157523-10-003727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100617 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23874 FILM NUMBER: 10907027 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a6333594.htm JOS. A. BANK CLOTHIERS, INC. 8-K


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):  June 17, 2010

JoS. A. Bank Clothiers, Inc.
(Exact name of registrant as specified in its charter)

Delaware

0-23874

36-3189198

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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 8.01. Other Events.

On June 21, 2010, the Company issued a press release in which it announced that the Company’s Board of Directors declared a fifty percent (50%) stock dividend. Each stockholder of record as of July 30, 2010 will receive one additional share of common stock for every two shares then owned. As a result of the stock dividend, the Company’s outstanding shares of common stock will increase to approximately 27.5 million shares from approximately 18.4 million shares currently outstanding. The dividend shares and cash in lieu of fractional shares will be distributed on August 18, 2010. A copy of the Company’s press release announcing the stock dividend is attached hereto as Exhibit 99.1.


Item 9.01.  Financial Statements and Exhibits.

Exhibit

Number

Description

 
99.1 Press Release dated June 21, 2010


2

SIGNATURE

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)
 

 

 

By:

/s/ CHARLES D. FRAZER

Name: Charles D. Frazer

Title: Senior Vice President-

General Counsel

 
 

Dated:

June 21, 2010


3

EXHIBIT INDEX

Exhibit
Number

Description

99.1

Press Release dated June 21, 2010



4

EX-99.1 2 a6333594ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

JoS. A. Bank Clothiers Declares 50% Stock Dividend

HAMPSTEAD, Md.--(BUSINESS WIRE)--June 21, 2010--JoS. A. Bank Clothiers, Inc. (Nasdaq Global Select Market: JOSB) announced that on June 17, 2010 the Company's Board of Directors declared a 50% stock dividend. Each shareholder of record as of July 30, 2010 will receive one additional share of common stock for every two shares then owned. As a result of the stock dividend, the number of outstanding shares of common stock will increase to approximately 27.5 million shares from approximately 18.4 million shares. The dividend shares and cash in lieu of fractional shares will be distributed on August 18, 2010.

“This decision by the Board of Directors recognizes the increase in the value of the Company’s common shares since our last stock dividend due primarily to the growth the Company has achieved in its sales, earnings and cash flows over this period,” commented R. Neal Black, President and CEO of JoS. A. Bank Clothiers, Inc. “We believe the stock dividend will enhance the Company's liquidity by making our common shares available to more investors and will ultimately result in increased shareholder interest in our stock,” continued Mr. Black.

JoS. A. Bank Clothiers, Inc., established in 1905, is one of the nation’s leading designers, manufacturers and retailers of men’s classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 484 stores in 42 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 Global Select 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 factors include risks associated with economic, weather, public health and other factors affecting consumer spending, including negative changes to consumer confidence and other recessionary pressures, higher energy and security costs, the successful implementation of the Company's growth strategy, including the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the effectiveness and profitability of new concepts, the market price of key raw materials such as wool and cotton, seasonality, merchandise trends and changing consumer preferences, the effectiveness of the Company's marketing programs, the availability of suitable lease sites for new stores, doing business on an international basis, the ability to source product from its global supplier base, legal matters and other competitive factors. The identified risk factors and other factors and risks that may affect the Company's business or future financial results are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended January 30, 2010 and the Company's subsequent Quarterly Reports filed through the date hereof. 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. The Company does not undertake an obligation to update or revise any forward-looking statements to reflect actual results or changes in the Company's assumptions, estimates or projections. 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 Investor Relations Information Request Website (http://phx.corporate-ir.net/phoenix.zhtml?c=113815&p=irol-inforeq),
or Investor Relations Voicemail, 410-239-5900

E-commerce Address for JoS. A. Bank Clothiers, Inc.:
www.josbank.com

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