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 6, 2006
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
In connection with the stock repurchase program discussed below under Item 8.01,
the Company amended its credit facility (the "Amended Credit Facility") with
Bank of America Retail Group, LLC, effective as of May 19, 2006, by executing
the Fourth Amendment to the Fourth Amended and Restated Loan and Security
Agreement (the "Amendment"). The Amendment allows the Company to repurchase,
redeem or acquire its common stock provided that the Company maintains certain
Excess Availability levels, as defined in the Amended Credit Facility.
A copy of the Fourth Amendment to the Fourth Amended and Restated Loan and
Security Agreement is attached hereto as Exhibit 10.1.
ITEM 8.01 Other Events
On June 6, 2006, the board of directors of Casual Male Retail Group, Inc. (the
"Company") announced a stock repurchase program to repurchase up to $30 million
of its common stock through open market purchases and privately negotiated
transactions pursuant to Rule 10b-18 of the Securities and Exchange Commission.
The stock repurchase program will expire on June 6, 2007 and may be previously
terminated at any time without prior notice. The funds required for the stock
repurchases will be obtained from operating funds of the Company and/or
borrowings on its Amended Credit Facility, as defined above.
A copy of the press release dated June 7, 2006 announcing the stock repurchase
program is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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10.1 Fourth Amendment to the Fourth Amended and Restated
Loan and Security Agreement effective as of May 19,
2006, by and among the Company and Fleet Retail Group,
LLC. (d/b/a Bank of America Retail Group, LLC).
99.1 Press Release dated June 7, 2006 announcing the
Company's stock repurchase program.
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: June 7, 2006