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): December 28, 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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | 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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On December 28, 2010, the Company entered into separate amendments (the “Amendments”) to its employment agreements (the “Employment Agreements”) with each of its executive vice presidents and senior vice presidents. The intent of the Amendments is that all payments and benefits under the Agreements shall be in full compliance with Section 409A of the Internal Revenue Code of 1986.
The foregoing summary of the Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendments, which are attached as Exhibits 10.1 through 10.6 and are incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| | | | | |
| Exhibit | | |
| Number | | Description |
| | 10.1 | | | Twelfth Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.2 | | | Third Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.3 | | | Second Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.4 | | | Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.5 | | | Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.6 | | | Amendment, dated as of December 28, 2010, to employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc. to Jerry DeBoer. |
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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.
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| | JoS. A. Bank Clothiers, Inc.
(Registrant)
| |
| | By: | /s/ R. Neal Black | |
| | | R. Neal Black | |
| | | President and Chief Executive
Officer and Director | |
Dated: December 29, 2010
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EXHIBIT INDEX
| | | | | |
| Exhibit | | |
| Number | | Description |
| | 10.1 | | | Twelfth Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.2 | | | Third Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.3 | | | Second Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.4 | | | Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.5 | | | Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc. |
| | | | | |
| | 10.6 | | | Amendment, dated as of December 28, 2010, to employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc. to Jerry DeBoer. |
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