UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 17, 2002
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)
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Item 5. Other Events.
Casual Male Retail Group, Inc. (the "Company") is filing this Report with
the Securities and Exchange Commission in order to set forth in a readily
available document certain significant risks and uncertainties that are
important considerations to be taken into account in conjunction with
consideration and review of the Company's reports, registration statements,
information statements, press releases, and other publicly-disseminated
documents (including oral statements concerning Company business information
made on behalf of the Company) that include forward-looking information. A
discussion of such risks and uncertainties is attached as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Certification of the Chief Executive Officer of the Company
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Chief Financial Officer of the Company
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.3 Cautionary Statements Concerning Forward-Looking
Information.
Item 9. Regulation FD Disclosure.
On September 17, 2002, Casual Male Retail Group, Inc., a Delaware
corporation (the "Company"), filed its Quarterly Report on Form 10-Q for the
quarterly period ended August 3, 2002, with the Securities and Exchange
Commission. Accompanying such report were certifications of the Chief Executive
Officer and the Chief Financial Officer of the Company, submitted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). A copy
of each of these certifications is attached as an exhibit hereto.
The information included or incorporated herein, including the exhibits
referenced above, is furnished pursuant to Regulation FD and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities under that section, nor shall such
information, including such exhibits, be deemed incorporated by reference in any
filing under the Securities Act of 1933 except to the extent, if any, set forth
by specific reference in such a filing.
2
Index to Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Certification of the Chief Executive Officer of the Company
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Chief Financial Officer of the Company
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.3 Cautionary Statements Concerning Forward-Looking
Information.
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: Senior Vice President and
Chief Financial Officer
Date: September 17, 2002