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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): February 16, 2005
Jos. A. Bank Clothiers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23874 36-3189198
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Hanover Pike 21074
Hampstead, Maryland
(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 (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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) By unanimous written consent adopted on February 16, 2005, and
effective April 1, 2005, the board of directors of Jos. A. Bank Clothiers, Inc.
(the "Company") increased the size of the board from four directors to five
directors and appointed William E. Herron as a new director of the Company to
fill the vacancy created by such increase. Mr. Herron has not been appointed to
any committee of the board as of the date of this Report on Form 8-K. Mr. Herron
will stand for election at the Company's 2006 Annual Meeting of Stockholders as
a nominee for director. The Company's Board of Directors is divided into three
classes. Each class holds office for a term of three years. If elected, Mr.
Herron will serve as a director for a term of three years expiring at the 2009
Annual Meeting of Stockholders or at such later time as his successor is duly
elected and qualified. A copy of the Company's press release dated February 23,
2005 announcing the appointment of Mr. Herron as a director of the Company is
attached to this Report on Form 8-K as Exhibit 99.1 and is incorporated by
reference herein.
Mr. Herron is an independent consultant advising large professional service
organizations on the development of strategic and operating plans for entry into
the federal government marketplace. He was a partner in Arthur Andersen from
1982 to 2001 and served as Managing Partner of Arthur Andersen's Office of
Government Services from 1997 to 2001. He was in the Accounting and Audit
practice from 1982 to 1994 and in the Business Consulting practice from 1995 to
2001. Mr. Herron was a licensed certified public accountant for over 30 years.
He is currently a member of the American Institute of Certified Public
Accountants and the Pennsylvania Institute of Certified Public Accountants. Mr.
Herron has served on the boards of directors of several privately held
companies, including serving as chair of the audit committee of a privately-held
internet service provider. He has been active for over 25 years on the boards of
various civic and charitable institutions. In 2000, Mr. Herron retired from the
United States Naval Reserve with the rank of Rear Admiral.
There is no arrangement or understanding between Mr. Herron and any other
persons pursuant to which Mr. Herron was appointed as a director of the Company
and there have been no transactions during the last two years, or proposed
transactions, to which the Company was or is to be a party, in which Mr. Herron
had or is to have a direct or indirect material interest.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release of Jos. A. Bank Clothiers, Inc. dated February 23, 2005
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 hereunto duly authorized.
JOS.A.BANK CLOTHIERS, INC.
Registrant)
Date: February 23, 2005
By: /s/ Robert N. Wildrick
_______________________
Robert N. Wildrick,
Chief Executive Officer and
Director
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Exhibit Index
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Exhibit No. Description
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99.1 Press Release of Jos. A. Bank Clothiers, Inc. dated
February 23, 2005
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