Table of Contents
As filed with the Securities and Exchange Commission on June 24, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE MEN’S WEARHOUSE, INC.
(Exact name of registrant as specified in its charter)
Texas | 74-1790172 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
6380 Rogerdale Road | ||
Houston, Texas | 77072 | |
(Address of Principal Executive Offices) | (Zip Code) |
The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan
(Full title of the plan)
(Full title of the plan)
Neill P. Davis
6380 Rogerdale Road
Houston, Texas 77072
(Name and address of agent for service)
6380 Rogerdale Road
Houston, Texas 77072
(Name and address of agent for service)
(281) 776-7000
(Telephone number, including area code, of agent for service)
(Telephone number, including area code, of agent for service)
With Copy to:
Fulbright & Jaworski L.L.P.
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5151
Attention: Michael W. Conlon
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5151
Attention: Michael W. Conlon
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerþ | Accelerated filero | Non-accelerated filero | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Proposed | Proposed maximum | |||||||||||||||||||||
Title of securities | Amount to | maximum offering | aggregate offering | Amount of | ||||||||||||||||||
to be registered | be registered | price per unit(2) | price(2) | registration fee | ||||||||||||||||||
Common Stock $.01 par value | 2,500,000 shares(1) | $ | 32.075 | $ | 80,187,500 | $ | 9,309.77 | |||||||||||||||
(1) | Represents shares added to the 2004 Long-Term Incentive Plan (the “2004 Plan”) upon the amendment thereof. There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the anti-dilution provisions of the 2004 Plan. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales price of a share of Common Stock on the New York Stock Exchange on June 20, 2011. |
TABLE OF CONTENTS
PART II | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same class as other securities for which registration statements on this Form (Registration Nos. 333-125182 and 333-152298, the “Earlier Registration Statements”) relating to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan, as amended and restated effective April 1, 2008 (the “2004 Plan”) are effective. Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration Statements are incorporated herein by reference.
Item 8. Exhibits
Exhibit | ||||
Number | Exhibit | |||
4.1 | — | 2004 Long-Term Incentive Plan (as amended and restated effective April 1, 2008) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 27, 2008). | ||
4.2 | — | First Amendment to 2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2011). | ||
5.1 | — | Opinion of Laura Ann Smith (filed herewith). | ||
23.1 | — | Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith). | ||
23.2 | — | Consent of Laura Ann Smith (included in Exhibit 5.1). | ||
24.1 | — | Powers of Attorney from certain members of the Board of Directors of the Company (contained on pages II-3 and II-4). |
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 24, 2011.
THE MEN’S WEARHOUSE, INC. | ||||
By: | /s/ DOUGLAS S. EWERT | |||
Douglas S. Ewert | ||||
President and Chief Executive Officer | ||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints George Zimmer and David Edwab, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ DOUGLAS S. EWERT | President and Chief Executive Officer and Director | June 24, 2011 | ||
/s/ NEILL P. DAVIS | Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer | June 24, 2011 | ||
/s/ DIANA M. WILSON | Senior Vice President, Chief Accounting Officer and Principal Accounting Officer | June 24, 2011 |
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Signature | Title | Date | ||
/s/ GEORGE ZIMMER | Executive Chairman of the Board and Director | June 24, 2011 | ||
/s/ DAVID H. EDWAB | Vice Chairman of the Board and Director | June 24, 2011 | ||
/s/ RINALDO S. BRUTOCO | Director | June 24, 2011 | ||
/s/ MICHAEL L. RAY | Director | June 24, 2011 | ||
Director | ________ __, 2011 | |||
/s/ LARRY R. KATZEN | Director | June 24, 2011 | ||
/s/ GRACE NICHOLS | Director | June 24, 2011 | ||
/s/ DEEPAK CHOPRA | Director | June 24, 2011 | ||
/s/ WILLIAM B. SECHREST | Director | June 24, 2011 |
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INDEX TO EXHIBITS
Exhibit | ||||
Number | Exhibit | |||
4.1 | — | 2004 Long-Term Incentive Plan (as amended and restated effective April 1, 2008) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 27, 2008). | ||
4.2 | — | First Amendment to 2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2011). | ||
5.1 | — | Opinion of Laura Ann Smith (filed herewith). | ||
23.1 | — | Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith). | ||
23.2 | — | Consent of Laura Ann Smith (included in Exhibit 5.1). | ||
24.1 | — | Powers of Attorney from certain members of the Board of Directors of the Company (contained on pages II-3 and II-4). |