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 5, 2007
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 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On January 8, 2007, Casual Male Retail Group, Inc. (the "Company") provided
a second final notice to the holders of the Company's 5% Convertible Senior
Subordinated Notes due January 1, 2024 (the "Convertible Notes") that it will
be redeeming the remaining $53.3 million principal amount of the Convertible
Notes on January 29, 2007. Approximately $40 million in principal amount of
the Convertible Notes previously called for redemption were converted to
approximately 3.76 million shares by the close of business on January 5, 2007.
This second and final notice requires that all note-holders who wish to convert
their Convertible Notes into shares of Casual Male's Common Stock must give
proper notice to the trustee on or before January 26, 2007. Each $1,000 in
principal amount of Convertible Notes may be converted into 93.8967 shares of
Common Stock. The Company will issue cash in lieu of any fractional shares.
Because the shares of the Company's Common Stock are currently trading above the
conversion price of the Convertible Notes ($10.65 per share), the Company
expects that note-holders will choose to convert their Convertible Notes into
Common Stock, as a result of the redemption.
This notice of redemption was included in a press release that was
issued on January 8, 2007, which is attached hereto as Exhibit 99.1.
The discussion of forward-looking information requires management of the
Company to make certain estimates and assumptions regarding the Company's
strategic direction and the effect of such plans on the Company's financial
results. The Company's actual results and the implementation of its plans and
operations may differ materially from forward-looking statements made by the
Company. The Company encourages readers of forward-looking information
concerning the Company to refer to its prior filings with the Securities and
Exchange Commission that set forth certain risks and uncertainties that may
have an impact on future results and direction of the Company.
ITEM 3.02 Unregistered Sales of Equity Securities
Between January 2, 2007 and January 5, 2007, the Company issued an aggregate
of 3,897,745 shares of Common Stock upon conversion of approximately $41.5
million principal amount of Convertible Notes. Approximately $40 million of
the $41.5 million of Convertible Notes converted to Common Stock was as a
result of the Company's notice of redemption to note-holders on
December 18, 2006. These shares were issued pursuant to an exemption
provided by Section 3(a)(9) of the Securities Act of 1933.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Press Release announcing notice of redemption for
$53.3 million of the Company's 5% Convertible Senior
Subordinated Notes due January 1, 2024 and the
Conversion to Common Stock of $40 million principal
amount of the Convertible Notes.
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: January 8, 2007