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): July 29, 2005
JoS. A. Bank Clothiers, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23874 36-3189198
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Hanover Pike
Hampstead, Maryland 21074
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(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.
On July 29, 2005, the board of directors of JoS. A. Bank Clothiers, Inc.
(the "Company") increased the size of the board from five directors to six
directors and appointed Sidney H. Ritman as a new director of the Company to
fill the vacancy created by such increase. Mr. Ritman has not been appointed to
any committee of the board as of the date of this Report on Form 8-K. Mr. Ritman
will stand for election at the Company's 2007 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, Ritman
will serve as a director for a term of three years expiring at the 2010 Annual
Meeting of Stockholders or at such later time as his successor is duly elected
and qualified.
Mr. Ritman is the founder, owner and operator of Toni Industries, Inc.,
an importer of the Giorgio San Angelo line of ladies clothing. Mr. Ritman has an
extensive background in international sourcing for U.S. and European apparel
retailers, including fifteen years in residence in Hong Kong as the founder,
owner and operator of Armstrong Industries, Ltd., a sourcing agent which had
offices in seven countries and annual FOB sales in excess of $200 million. In
1987, Mr. Ritman sold Armstrong to Colby-Stanton International, a Hong Kong
buying group, for which Mr. Ritman served as a director until 1997.
There is no arrangement or understanding between Mr. Ritman and any
other persons pursuant to which Mr. Ritman 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. Ritman had or is to have a direct or indirect material interest.
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Item 9.01 Financial Statements and Exhibits
A copy of the Company's press release dated August 1, 2005 announcing
the appointment of Mr. Ritman 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.
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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: August 1, 2005 By: /s/ Robert N. Wildrick
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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 August 1, 2005
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