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As filed with the Securities and Exchange Commission on February 4, 1997
REGISTRATION NO. 333-
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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.)
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(Address of Principal Executive Offices)
THE MEN'S WEARHOUSE, INC.
1992 STOCK OPTION PLAN
DAVID H. EDWAB
40650 ENCYCLOPEDIA CIRCLE
FREMONT, CALIFORNIA 94538
(Name and address of agent for service)
(510) 657-9821
(Telephone number, including area code, of agent for service)
__________________________________
With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
801 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20004
(202) 662-4660
ATTENTION: MICHAEL W. CONLON
__________________________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities Amount to maximum offering aggregate offering Amount of
to be registered be registered price per unit(3) price(3) registration fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 208,088 shares(1)(2) $26.44 $5,501,847 $1,668
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(1) 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 1992 Stock Option Plan, as amended.
(2) Pursuant to Rule 429, the prospectus related to this registration
statement also relates to the registration statement on Form S-8 (No.
33-48109), which also registered shares of Common Stock to be issued
upon exercise of options granted under the 1992 Stock Option Plan.
(3) Estimated, pursuant to Rule 457(h), solely for the purpose of
calculating the registration fee and based upon the average of the
high and low sales prices of a share of Common Stock on the Nasdaq
National Market on January 28, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registrant's Registration Statement on Form S-8
(No. 33-48109), registering shares of Common Stock issuable under The Men's
Wearhouse, Inc. 1992 Stock Option Plan, are hereby incorporated by reference
herein.
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ITEM 8. EXHIBITS
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4.1 - Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).
4.2 - By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 29, 1994).
4.3 - Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the
Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)).
4.4 - Employment Agreement dated as of January 31, 1991, by and between the Company and David H.
Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by
reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-45949)).
4.5 - Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of
January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration
No. 33-60516)).
4.6 - Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of
January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 28, 1995).
4.7 - Option Issuance Agreement dated as of September 30, 1991, by and between the Company and
David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-45949)).
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4.8 - First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of
September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-48109)).
4.9 - Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993
(incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-60516)).
4.10 - First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated
by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 28, 1995).
4.11 - 1992 Stock Option Plan (incorporated by reference from Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-45949)).
4.12 - First Amendment to 1992 Stock Option Plan (incorporated by reference from Exhibit 10.9 to
the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)).
4.13 - Second Amendment to 1992 Stock Option Plan.
5.1 - Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
registered.
23.1 - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
23.2 - Consent of Deloitte & Touche LLP.
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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 Houston, Texas, on the 31st day of January, 1997.
THE MEN'S WEARHOUSE, INC.
By: /s/ George Zimmer
------------------------------------
George Zimmer
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints David H. Edwab and Gary G.
Ckodre, or either 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 each 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 either of
them, or their or his 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.
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/s/ George Zimmer Chairman of the Board, January 31, 1997
- ------------------------------------------- President and Chief
George Zimmer Executive Officer
(Principal Executive Officer)
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/s/ David H. Edwab Chief Operating and January 31, 1997
- ------------------------------------------- Financial Officer,
David H. Edwab Treasurer and Director
(Principal Financial Officer)
/s/ Gary G. Ckodre Vice President and January 31, 1997
- ------------------------------------------- Chief Accounting Officer
Gary G. Ckodre
/s/ Richard E. Goldman Executive Vice January 31, 1997
- ------------------------------------------- President and Director
Richard E. Goldman
/s/ Robert E. Zimmer Senior Vice President-- January 31, 1997
- ------------------------------------------- Real Estate and Director
Robert E. Zimmer
/s/ James E. Zimmer Senior Vice President-- January 31, 1997
- ------------------------------------------- Merchandising and Director
James E. Zimmer
/s/ Harry M. Levy Senior Vice President-- January 31, 1997
- ------------------------------------------- Planning and Systems,
Harry M. Levy Chief Information Officer
and Director
/s/ Michael L. Ray Director January 28, 1997
- -------------------------------------------
Michael L. Ray
/s/ Sheldon I. Stein Director January 31, 1997
- -------------------------------------------
Sheldon I. Stein
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibits
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4.1 Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).
4.2 By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 29, 1994).
4.3 Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the
Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)).
4.4 Employment Agreement dated as of January 31, 1991, by and between the Company and David H.
Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated
by reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-45949)).
4.5 Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of
January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration
No. 33-60516)).
4.6 Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of
January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 28, 1995).
4.7 Option Issuance Agreement dated as of September 30, 1991, by and between the Company and
David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-45949)).
4.8 First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of
September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-48109)).
4.9 Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993
(incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-60516)).
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Exhibit
Number Description of Exhibits
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<S> <C>
4.10 First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated
by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 28, 1995).
4.11 1992 Stock Option Plan (incorporated by reference from Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-45949)).
4.12 First Amendment to 1992 Stock Option Plan (incorporated by reference from Exhibit 10.9 to
the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)).
4.13 Second Amendment to 1992 Stock Option Plan.
5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
registered.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
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EXHIBIT 4.13
SECOND AMENDMENT TO
THE MEN'S WEARHOUSE, INC.
1992 STOCK OPTION PLAN
WHEREAS, the Board of Directors and the shareholders of The
Men's Wearhouse, Inc., a Texas corporation (the "Company"), have approved the
Company's 1992 Stock Option Plan (as amended by the First Amendment thereto,
the "Plan"); and
WHEREAS, the Board of Directors of the Company believes it to
be in the best interest of the Company to amend the Plan to increase the number
of shares of Common Stock that may be issuable thereunder from 337,500 (after
giving effect to a 50% stock dividend paid on August 6, 1993) to 476,225
shares, an increase of 138,725 shares.
W I T N E S S E T H:
The first sentence of the second paragraph of Section 3 of the
Plan is hereby amended to read in its entirety:
"The total amount of the Common Stock with respect to
which Options may be granted shall not exceed in the aggregate
476,225 shares; provided, that the class and aggregate number
of shares which may be subject to the Options granted
hereunder shall be subject to adjustment in accordance with
the provisions of Paragraph 16 hereof."
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EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
February 3, 1997
The Men's Wearhouse, Inc.
40650 Encyclopedia Circle
Fremont, California 94538
Gentlemen:
We have acted as counsel for The Men's Wearhouse, Inc., a Texas
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of an additional 208,088 shares of the Company's
common stock, $.01 par value per share (the "Shares"), to be offered upon the
terms and subject to the conditions set forth in the Company's 1992 Stock
Option Plan (as amended, the "Plan").
We have examined (i) the Restated Articles of Incorporation and
By-Laws of the Company, each as amended to date, (ii) the Plan, (iii) the
Registration Statement, and (iv) such certificates, statutes and other
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed.
In connection with this opinion, we have assumed the authenticity and
completeness of all records, certificates and other instruments submitted to us
as originals, the conformity to original documents of all records, certificates
and other instruments submitted to us as copies, the authenticity and
completeness of the originals of those records, certificates and other
instruments submitted to us as copies and the correctness of all statements of
fact contained in all records, certificates and other instruments that we have
examined.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 6, 1996 included in The Men's
Wearhouse, Inc.'s Annual Report on Form 10-K for the fiscal year ended February
3, 1996.
DELOITTE & TOUCHE LLP
Houston, Texas
February 3, 1997
