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): October 29, 2004
0-15898
(Commission File Number)
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CASUAL MALE RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2623104
(State of Incorporation) (IRS Employer
Identification Number)
555 Turnpike Street, Canton, Massachusetts 02021
(Address of registrant's principal executive office)
(781) 828-9300
(Registrant's telephone number)
______________________________
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 1.01 Entry into a Material Definitive Agreement.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On October 29, 2004, the Company completed its acquisition of substantially all
of the assets of Rochester Big & Tall Clothing (the "Rochester Acquisition").
The purchase price was $15 million in cash and the assumption of bank and
subordinated debt of approximately $5 million, in addition to the assumption of
identified operating liabilities such as accounts payable and accrued
liabilities. There is a potential payment over a three-year period of an
additional $4 million, which is subject to an earn-out provision.
In connection with the financing of the Rochester Acquisition, on October 29,
2004, the Company amended its credit facility with Fleet Retail Group, Inc. (the
"Amended Credit Facility"). The Amended Credit Facility continues to principally
provide for a total commitment of $90 million with the ability to issue
documentary and standby letters of credits of up to $20 million. The maturity
date of the Amended Credit Facility was extended to October 29, 2007 and is
subject to prepayment penalties through October 29, 2006. The amendment also
lowered the Company's interest costs under the Amended Credit Facility by
approximately 25 basis points depending on its level of excess availability.
Pursuant to the Amended Credit Facility, the Company also entered into a 3 year
term loan for $7.5 million with Fleet Retail Group, Inc., the proceeds of which
were used in the Rochester Acquisition. Such loan will require principal
payments in the amount of approximately $1.9 million on each of the first two
anniversaries of the loan with the remaining balance due at maturity. The term
loan will accrue interest at the prevailing LIBOR rate plus 5% per annum.
The Company will file the Amended Credit Facility as part of its Quarterly
Report on Form 10-Q for the quarter ended October 30, 2004.
On October 27, 2004, in connection with the Rochester Acquisition, the Board
of Directors of the Company appointed Robert L. Sockolov, the President of
Rochester, as a director of the Company, effective upon the consummation of the
acquisition. Accordingly, on October 29, 2004, Mr. Sockolov became a director
of the Company. Mr. Sockolov will serve until the Company's 2005 annual
meeting of stockholders and until his respective successor has been duly
elected and qualified.
On October 29, 2004, the Company also entered into an employment agreement (the
"Employment Agreement") with Mr. Sockolov.
Under the terms of the Employment Agreement, which will terminate January 31,
2008, Mr. Sockolov will serve as the Chief Executive Officer of the Company's
Rochester division. The Company will pay Mr. Sockolov an annual base salary of
$250,000, subject to annual increases as determined by the Board of Directors or
a committee thereof.
Pursuant to the Employment Agreement, Mr. Sockolov received an option to
purchase 100,000 shares of the Company's common stock, par value $0.01 per
share, at an exercise price of $5.03 per share, the closing price of the
Company's common stock on October 29, 2004. The option vests ratably over a
three year period, with the first one-third vesting on October 29, 2005.
The Employment Agreement provides that in the event Mr. Sockolov's employment is
terminated by the Company for any reason other than "cause" (as defined in the
Employment Agreement) or death, Mr. Sockolov will be entitled to receive his
full compensation and benefits under the Employment Agreement through January
31, 2008.
A copy of the Employment Agreement is attached as Exhibit 10.1 and is
incorporated into this current report by reference.
ITEM 7.01 Regulation FD Disclosure
On November 1, 2004, the Company announced the completion of its acquisition of
substantially all of the assets of Rochester. A copy of this press release is
attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Employment Agreement dated October 29, 2004 between
the Company and Robert L. Sockolov
99.1 Press Release dated November 1, 2004 announcing
Casual Male Retail Group, Inc. completion of its
acquisition of Rochester Big & Tall Clothing.
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, thereunto duly authorized.
CASUAL MALE RETAIL GROUP, INC.
By: /s/ Dennis R. Hernreich
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Name: Dennis R. Hernreich
Title: Executive Vice President
and Chief Financial Officer
Date: November 4, 2004