Bank Jos A Clothiers Inc /DE/ (Other) (8-K)
21 Septembre 2007 - 10:06PM
Edgar (US Regulatory)
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):
September 20, 2007
JOS. A. BANK CLOTHIERS, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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0-23874
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36-3189198
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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500
Hanover Pike
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Hampstead,
Maryland
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21074
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(Address of
principal executive offices)
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(Zip Code)
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Registrants
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with
the expiration of the former rights agreement of Jos. A. Bank Clothiers, Inc.
(the Company) and the adoption of the new rights agreement (the Rights Agreement)
referenced in Item 1.01 of our Current Report on Form 8-K which was filed with
the Securities and Exchange Commission (the SEC) on September 7, 2007, the
Company filed the Certificate Eliminating Reference to Series A Preferred Stock
from Restated Certificate of Incorporation of Jos. A. Bank Clothiers, Inc. (the
Certificate of Elimination), with the Secretary of State of the State of
Delaware on September 20, 2007. The
Certificate of Elimination eliminates the Companys Series A Preferred Stock
which was issuable, under certain circumstances, upon exercise of rights under
the Companys former rights agreement.
On the same day, the Company also filed the Certificate of Designation
of Series A Junior Participating Preferred Stock with the Secretary of State of
the State of Delaware, which establishes the designations, voting powers,
preferences, rights and other terms of Series A Junior Participating Preferred
Stock, par value $1.00 per share (the Preferred Shares), issuable upon
exercise of the rights under the Rights Agreement. The description of the Preferred Shares in
Item 1.01 of our Current Report on Form 8-K which was filed with the SEC on
September 7, 2007 is incorporated herein by reference. The Certificate of Elimination is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The Certificate of
Designation is filed as Exhibit 3.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits
3.1
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Certificate Eliminating Reference to Series A
Preferred Stock from Restated Certificate of Incorporation of Jos. A. Bank
Clothiers, Inc.
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3.2
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Certificate of Designation of Series A Junior
Participating Preferred Stock.
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1
SIGNATURE
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.
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Jos. A. Bank Clothiers, Inc.
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Dated: September 21,
2007
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By:
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/s/ Charles D. Frazer
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Charles D. Frazer,
Senior Vice President-
General Counsel
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2
INDEX TO EXHIBITS
3.1
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Certificate Eliminating
Reference to Series A Preferred Stock from Restated Certificate of
Incorporation of Jos. A. Bank Clothiers, Inc.
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3.2
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Certificate of
Designation of Series A Junior Participating Preferred Stock.
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3
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