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As filed with the Securities and Exchange Commission on June 4, 1999
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
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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) (Zip Code)
THE MEN'S WEARHOUSE, INC. 1998 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
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DAVID H. EDWAB
40650 ENCYCLOPEDIA CIRCLE
FREMONT, CALIFORNIA 94538-2453
(Name and address of agent for service)
(510) 657-9821
(Telephone number, including area code, of agent for service)
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With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5100
ATTENTION: MICHAEL W. CONLON
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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(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock
$.01 par value 750,000 shares(1) $26.00 $19,500,000.00 $5,421.00
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(1) Represents shares added to the 1998 Key Employee Stock Option Plan (the
"1998 Plan") by amendment dated May 27, 1999. 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 1998 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
Nasdaq National Market on June 1, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement on this Form
(Registration No. 333-72549, the "Earlier Registration Statement") relating to
The Men's Wearhouse, Inc. 1998 Key Employee Stock Option Plan (the "1998 Plan")
is effective. Pursuant to Instruction E to Form S-8, the contents of the Earlier
Registration Statement are incorporated herein by reference.
ITEM 8. EXHIBITS
4.1 - First Amendment to The Men's Wearhouse, Inc. 1998
Key Employee Stock Option Plan.
5.1 - Opinion of Fulbright & Jaworski L.L.P.
23.1 - Consent of Fulbright & Jaworski L.L.P. (included
in Exhibit 5.1).
23.2 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney from certain members of the
Board of Directors of the Company (contained on
page II-3).
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 4, 1999.
THE MEN'S WEARHOUSE, INC.
By: /s/ GEORGE ZIMMER
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George Zimmer
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints George Zimmer, David Edwab and Gary G.
Ckodre, 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.
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Signature Title Date
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<S> <C> <C>
/s/ GEORGE ZIMMER Chairman of the Board, Chief Executive Officer June 4, 1999
- ---------------------------------------- and Director
George Zimmer (Principal Executive Officer)
/s/ DAVID EDWAB President and Director June 4, 1999
- ----------------------------------------
David Edwab
/s/ GARY G. CKODRE Vice President-Finance and Principal Financial June 4, 1999
- ---------------------------------------- and Accounting Officer (Principal Financial and
Gary G. Ckodre Accounting Officer)
/s/ RICHARD E. GOLDMAN Executive Vice President and Director June 4, 1999
- ----------------------------------------
Richard E. Goldman
/s/ ROBERT E. ZIMMER Senior Vice President - Real Estate and Director June 4, 1999
- ----------------------------------------
Robert E. Zimmer
/s/ JAMES E. ZIMMER Senior Vice President - Merchandising and June 4, 1999
- ---------------------------------------- Director
James E. Zimmer
/s/ HARRY M. LEVY Executive Vice President - Planning and June 4, 1999
- ---------------------------------------- Systems and Director
Harry M. Levy
/s/ STEPHEN H. GREENSPAN Chief Executive Officer - Value Priced Clothing June 4, 1999
- ---------------------------------------- Division and Director
Stephen H. Greenspan
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<S> <C> <C>
/s/ RINALDO S. BRUTOCO Director June 4, 1999
- ----------------------------------------
Rinaldo S. Brutoco
/s/ MICHAEL L. RAY Director June 4, 1999
- ----------------------------------------
Michael L. Ray
/s/ SHELDON I. STEIN Director June 4, 1999
- ----------------------------------------
Sheldon I. Stein
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INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
4.1 First Amendment to The Men's Wearhouse, Inc. 1998 Key Employee Stock
Option Plan.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney from certain members of the Board of Directors of the
Company (contained on page II-3).
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EXHIBIT 4.1
FIRST AMENDMENT
TO THE MEN'S WEARHOUSE, INC.
1998 KEY EMPLOYEE STOCK OPTION PLAN
THIS AGREEMENT by The Men's Wearhouse, Inc.(the "Sponsor"),
WITNESSETH:
WHEREAS, the Sponsor maintains the Plan known as "The Men's Wearhouse,
Inc. 1998 Key Employee Stock Option Plan" (the "Plan"); and
WHEREAS, the Sponsor retained the right in Article VII of the Plan to
amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Sponsor approved resolutions on
the 25th day of May, 1999, to amend the Plan;
NOW, THEREFORE, the Sponsor agrees that, effective as of May 27, 1999,
Section 4.2 of the Plan is hereby amended in its entirety to read as follows:
4.2 DEDICATED SHARES. The total number of shares of Stock
with respect to which Options may be granted under the Plan shall
be 1,500,000 shares. The shares may be treasury shares or
authorized but unissued shares. The number of shares stated in
this Section 4.2 shall be subject to adjustment in accordance with
the provisions of Section 4.5. If any outstanding Option expires
or terminates for any reason or any Option is surrendered, the
shares of Stock allocable to the unexercised portion of that
Option may again be subject to an Option under the Plan.
IN WITNESS WHEREOF, the Sponsor has executed this Agreement
this 27th day of May, 1999.
THE MEN'S WEARHOUSE, INC.
By: /s/ GARY G. CKODRE
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Name: Gary G. Ckodre
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Title: Vice President - Finance
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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
June 4, 1999
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 750,000 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 1998 Key Employee 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,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Men's Wearhouse, Inc. on Form S-8 of our report dated March 9, 1999,
appearing in the Annual Report on Form 10-K of The Men's Wearhouse, Inc. for the
year ended January 30, 1999.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
June 4, 1999
