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): January 3, 2014

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 or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
500 Hanover Pike, Hampstead, Maryland		21074
(Address of principal executive offices)		(Zip Code)

(410) 239-2700

Registrant's telephone number, including area code

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:

¨ 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 3.03.  Material Modification to Rights of Security Holders.

On January 3, 2014, the Board of Directors of Jos. A. Bank Clothiers, Inc. (the "Company") approved an Amendment No. 1 (the "Amendment") to Rights Agreement (the "Rights Agreement") dated as of September 6, 2007, between the Company and Continental Stock Transfer & Trust Company, as rights agent. The Amendment includes changes which will: (i) decrease the beneficial ownership threshold for activating the rights from 20% to 10%; (ii) include provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the common shares of the Company in the definition of securities which a person or entity would be deemed to beneficially own;  (iii) increase the  purchase price for the exercise of rights under the Rights Agreement from $200 to $250; and (iv) allow the Company's Board of Directors to redeem the Rights (as defined in the Rights Agreement) for any reason at any time prior to the close of business on the Distribution Date (as defined in the Rights Agreement).

A copy of the Rights Agreement as originally executed is attached as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on September 7, 2007 and is incorporated herein by reference. This foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, which will be filed by the Company on a Form 8-K, once executed.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 3, 2014, the Company amended its Amended and Restated Bylaws to make a technical correction in order to conform the Company's Amended and Restated Bylaws to the Company's Certificate of Incorporation which provides that the number of directors constituting the whole Board shall be determined by resolutions of the Board of Directors.

Item 8.01. Other Events.

On January 3, 2014, the Company issued a press release in which the Company announced the approval of the Amendment referred to in Item 3.03. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Exhibits.

(d)	Exhibits
Exhibit Number		Description
3.1		Amendment to Amended and Restated Bylaws of Jos. A. Bank Clothiers, Inc., dated January 3, 2014
99.1		Press Release, dated January 3, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Jos. A. Bank Clothiers, Inc.
By:	/s/ Charles D. Frazer
Name:	Charles D. Frazer
Title:	Senior Vice President – General Counsel

Date: January 3, 2014

EXHIBIT INDEX

     Exhibit                                                      Description

3.1	Amendment to Amended and Restated Bylaws of Jos. A. Bank Clothiers, Inc., dated January 3, 2014
99.1	Press Release, dated January 3, 2014

EX-3.1

Exhibit 3.1

AMENDMENT TO

AMENDED AND RESTATED BYLAWS

OF

JOS. A. BANK CLOTHIERS, INC.

January 3, 2014

The third sentence of Article III, Section 2 of the Amended and Restated Bylaws of Jos. A Bank Clothiers, Inc. dated as of July 1, 2013 (the “Existing Bylaws”) is hereby deleted in its entirety and replaced with the following sentence:

“Thereafter, the number of directors constituting the whole Board may be increased or decreased only by the action of the Board of Directors as provided in the Certificate of Incorporation.”

Except as specifically amended hereby, the Existing Bylaws shall remain in full force and effect according to their terms. To the extent of any conflict between the terms of this Amendment and the terms of the remainder of the Existing Bylaws, the terms of this Amendment shall control and prevail. Capitalized terms used but not defined herein shall have those respective meanings attributed to them in the Existing Bylaws.

EX-99.1

EXHIBIT 99.1

Jos. A. Bank Board Approves Amendment of Shareholder Rights Plan

HAMPSTEAD, Md., Jan. 3, 2014 (GLOBE NEWSWIRE) -- Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today announced that its Board of Directors has approved an amendment to its shareholder rights plan to, among other things, reduce the ownership threshold to 10 percent from 20 percent of outstanding common shares.

The Company said that in light of the hostile actions The Men's Wearhouse, Inc. (NYSE:MW) has taken and threatened to take against the Company, which are not in the best interest of the Company's shareholders, the Board felt it was appropriate to protect the Company's shareholders by leveling the playing field and ensuring that the Jos. A. Bank Rights Agreement has the same triggering ownership threshold as that of the Men's Wearhouse Rights Agreement.

On December 23, 2013, the Jos. A Bank Board of Directors unanimously rejected a non-binding acquisition proposal by Men's Wearhouse based on its determination that the proposal significantly undervalued the Company and its near and long-term potential.

About Jos. A. Bank

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 629 stores in 44 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 under the symbol "JOSB."

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements that are based on currently available information and current expectations, estimates and projections about Jos. A. Bank Clothiers, Inc.'s business. The forward looking statements include assumptions about our operations, such as cost controls, market conditions, liquidity and financial condition. Risks and uncertainties that may affect our business or future financial results include, among others, risks associated with the economy, 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 our growth strategy (including our ability to finance our 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 our marketing programs (including compliance with relevant legal requirements), the availability of suitable lease sites for new stores, doing business on an international basis, the ability to source product from our global supplier base, legal and regulatory matters and other competitive factors. Additional factors that could cause future results or events to differ from those we expect are those risks discussed under Item 1A, "Risk Factors," in Jos. A. Bank's Annual Report on Form 10-K for the fiscal year ended February 2, 2013, Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter ended May 4, 2013, Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter ended August 3, 2013, Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter ended November 2, 2013, and other reports filed by Jos. A. Bank with the Securities and Exchange Commission (SEC). Please read the "Risk Factors" and other cautionary statements contained in these filings. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise. As a result of these risks and others, actual results could vary significantly from those anticipated in this press release, and our financial condition and results of operations could be materially adversely affected.

CONTACT: For Jos. A. Bank - Media:
         Thomas Davies/Molly Morse
         Kekst and Company
         212-521-4873/212-521-4826
         thomas-davies@kekst.com
         molly-morse@kekst.com

         For Jos. A. Bank - Investment Community:
         David E. Ullman
         EVP/CFO
         410-239-5715