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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): April 1, 2005
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Jos.A.Bank Clothiers, Inc.
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(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))
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Item 1.01. Entry into a Material Definitive Agreement.
In recognition of another year of record earnings for Jos. A. Bank
Clothiers, Inc. (the "Company"), on April 1, 2005, the Compensation Committee of
the Company's Board of Directors (the "Committee") determined that it was in the
best interest of the Company to insure the continued stability of the Company's
senior management team. The Committee therefore authorized extensions of certain
executive employment agreements and established 2005 base salary amounts as set
forth in the amendments to executive employment agreements attached hereto as
Exhibits 10.1 - 10.4.
The Company determines compensation for employees by reviewing the
aggregate of base salary and annual bonus for comparable positions in the
market. For the year ended January 29, 2005 ("fiscal 2004") all of the Company's
officers and certain key managers were included in the fiscal 2004 Basic Bonus
Plan (the "Basic Bonus Plan"). Maximum potential awards under the Basic Bonus
Plan ranged from 10% to 125% of the participants' base salaries. The Basic Bonus
Plan established (a) two goals for Company earnings per share after payment of
bonuses (the "Company's EPS"), which were uniform for all Basic Bonus Plan
participants (the "EPS Goals"); and (b) goals for departmental/individual
performance, which varied with each Basic Bonus Plan participant (the
"Performance Goals"). The first EPS Goal for fiscal 2004 was $1.15. No bonus was
payable to any Basic Bonus Plan participant unless the Company's EPS were at
least equal to the first EPS Goal (regardless of whether such participant
satisfied his/her Performance Goals). The second EPS Goal for fiscal 2004 was
$1.20. The maximum potential award was to be paid to any Basic Bonus Plan
participant if the Company's EPS were at least equal to the second EPS Goal and
such participant satisfied all of his/her Performance Goals.
The Committee found it to be in the best interest of stockholders to
encourage and reward exceptional performance of the Company by establishing for
the senior management of the Company an additional bonus plan (the "Incentive
Bonus Plan"). Maximum potential awards under the Incentive Bonus Plan ranged
from 75% to 250% of the participants' base salaries. Having reviewed the
Company's superior performance in fiscal 2004, the Committee determined on April
1, 2005, that, in lieu of any bonus otherwise payable under the Basic Bonus
Plan, awards under the Company's fiscal 2004 Incentive Bonus Plan were payable
in the following amounts: Mr. Wildrick $1,960,302; Mr. Black $378,250; Mr.
Hensley $366,250; Mr. Ullman $318,000; and Mr. DeBoer $180,000. After accounting
for the bonus awards, the preliminary earnings of the Company were a record
$1.72 per diluted share, an increase of 47% over fiscal 2003 EPS.
By unanimous written consent adopted on February 16, 2005, and
effective April 1, 2005, the Company's Board of Directors 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.
On April 1, 2005, the Board granted to Mr. Herron an immediately vested option
to purchase up to 10,000 shares of the Company's common stock at an exercise
price of $29.71 per share, the closing price of our stock on the date of the
grant, pursuant to the Company's 2002 Long-Term Incentive Plan. Attached hereto
as Exhibit 10.5 is a copy of the form of stock option agreement for the issuance
of options under the 2002 Long-Term Incentive Plan.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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10.1 Second Amendment to Amended and Restated Employment Agreement dated May 15,
2002 between David E. Ullman and the Company, dated as of April 4, 2005
10.2 Sixth Amendment to Employment Agreement dated November 30, 1999 between
Robert Hensley and the Company, dated as of April 4, 2005
10.3 Fifth Amendment to Employment Agreement dated December 21, 1999 between R.
Neal Black and the Company, dated as of April 4, 2005
10.4 Written description of 2005 base salary for Jerry DeBoer
10.5 Form of stock option agreement for Company's 2002 Long-Term Incentive Plan
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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: April 7, 2005 By: /s/ Charles D. Frazer
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Senior Vice President-
General Counsel
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EXHIBIT INDEX
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Exhibit No. Description
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10.1 Second Amendment to Amended and Restated Employment Agreement dated May 15,
2002 between David E. Ullman and the Company, dated as of April 4, 2005
10.2 Sixth Amendment to Employment Agreement dated November 30, 1999 between
Robert Hensley and the Company, dated as of April 4, 2005
10.3 Fifth Amendment to Employment Agreement dated December 21, 1999 between R.
Neal Black and the Company, dated as of April 4, 2005
10.4 Written description of 2005 base salary for Jerry DeBoer
10.5 Form of stock option agreement for Company's 2002 Long-Term Incentive Plan