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As filed with the Securities and Exchange Commission on September 29, 1997
Registration Number 333-29539
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
TEXAS 74-1790172
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(713) 295-7200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DAVID H. EDWAB
40650 ENCYCLOPEDIA CIRCLE
FREMONT, CALIFORNIA 94538
(510) 657-9821
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
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MICHAEL W. CONLON KATHERINE M. SEABORN
FULBRIGHT & JAWORSKI LL.P. GARDERE & WYNNE, L.L.P.
801 PENNSYLVANIA AVENUE, N.W. 1601 ELM STREET
WASHINGTON, D.C. 20004 DALLAS, TEXAS 75201
(202) 662-4660 (214) 999-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not
applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)
OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-3, as amended (Reg.
No. 333-29539) (the "Registration Statement"), The Men's Wearhouse, Inc., a
Texas corporation (the "Company"), registered 2,990,000 shares of its common
stock, $.01 par value (the "Common Stock"), in connection with the proposed
offering and sale of such shares of Common Stock by the Company and certain
shareholders of the Company (the "Offering"). The Registration Statement was
declared effective by the Commission on July 18, 1997.
The Company has determined that of the 2,990,000 shares of Common
Stock registered by Registration Statement in connection with the Offering,
948,750 shares of Common Stock were not sold in connection with the Offering
and such shares can be removed from registration.
Therefore, pursuant to the undertaking made by the Company required by
Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective
Amendment No. 1 to the Registration Statement for the purpose of removing from
registration 948,750 of the shares of the Company's Common Stock, which were
not, and are not expected to be, sold in the Offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on September 29, 1997.
THE MEN'S WEARHOUSE, INC.
By: /s/ GEORGE ZIMMER
-----------------------------------
George Zimmer
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
/s/ GEORGE ZIMMER Chairman of the Board, Chief Executive Officer and September 29, 1997
------------------------------- Director (Principal Executive Officer)
George Zimmer
* President and Director September 29, 1997
-------------------------------
David Edwab
/s/ GARY G. CKODRE Vice President-Finance and Principal Financial and September 29, 1997
------------------------------- Accounting Officer (Principal Financial and
Gary G. Ckodre Accounting Officer)
* Executive Vice President and Director September 29, 1997
-------------------------------
Richard E. Goldman
* Senior Vice President - Real Estate and Director September 29, 1997
-------------------------------
Robert E. Zimmer
* Senior Vice President - Merchandising and Director September 29, 1997
-------------------------------
James E. Zimmer
* Senior Vice President - Planning and Systems, Chief September 29, 1997
------------------------------- Information Officer and Director
Harry M. Levy
* Director September 29, 1997
-------------------------------
Rinaldo Brutoco
* Director September 29, 1997
-------------------------------
Michael L. Ray
* Director September 29, 1997
-------------------------------
Sheldon I. Stein
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* By: /s/ GARY G. CKODRE
------------------------------------------
Gary G. Ckodre
As Attorney-In-Fact for each
of the persons indicated
