UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 56)
Under
the
Securities Exchange Act of 1934
Casual
Male Retail Group, Inc.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
25057L102
(CUSIP
Number)
Seymour
Holtzman
c/o
Jewelcor Companies
100
N.
Wilkes Barre Blvd.
Wilkes-Barre,
Pennsylvania 18702
(570)
822-6277
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
May
30, 2007
(Date
of
Event which Requires Filing of
this
Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box: o
SCHEDULE
13D
CUSIP
No. 25057L102
1)
NAME OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor
Management, Inc. 23-2331228
_____________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
o
(b)
[x]
______________________________________________________________________________
3) SEC
USE ONLY
______________________________________________________________________________
4) SOURCE
OF
FUNDS NA
______________________________________________________________________________
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 0
SHARES
____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY 0
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
0
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
__________________________________________________________________________ &
#160;
SCHEDULE
13D
CUSIP
No. 25057L102
1) NAME
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour
Holtzman
_____________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
o
(b)
[x]
______________________________________________________________________________
3) SEC
USE ONLY
______________________________________________________________________________
4) SOURCE
OF
FUNDS PF
______________________________________________________________________________
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 5,413,403(1)
SHARES
____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
5,413,403(1)
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,413,403(1) — See Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.50%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
IN
__________________________________________________________________________ &
#160;
(1)
Includes options to purchase an aggregate of 1,743,334 shares of Common Stock
and warrants to purchase an aggregate of 80,000 shares of Common Stock, all
of
which are immediately exercisable and are directly beneficially owned by Mr.
Holtzman. Excludes options to purchase an aggregate of 243,093 shares
of Common Stock, 45,476 of which become exercisable on February 6, 2008, 53,333
of which become exercisable on April 24, 2008, 45,476 of which become
exercisable on February 6, 2009, 53,333 of which become exercisable on April
24,
2009 and 45,475 of which become exercisable on February 6,
2010.
SCHEDULE
13D
CUSIP
No. 25057L102
1) NAME
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn
Holtzman
_____________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
[x]
______________________________________________________________________________
3) SEC
USE ONLY
______________________________________________________________________________
4) SOURCE
OF
FUNDS NA
______________________________________________________________________________
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) OR 2(e) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 0
SHARES
____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
0
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
— See Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
IN
__________________________________________________________________________
<
/strong>
SCHEDULE
13D
CUSIP
No. 25057L102
1) NAME
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H.
Holdings,
Inc. 23-2512788
_____________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b)
[x]
______________________________________________________________________________
3) SEC
USE ONLY
______________________________________________________________________________
4) SOURCE
OF
FUNDS NA
______________________________________________________________________________
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 0
SHARES
____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
0
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 — See Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
__________________________________________________________________________
<
/strong>
SCHEDULE
13D
CUSIP
No. 25057L102
1) NAME
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor
Incorporated 24-0858676
_____________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b)
[x]
______________________________________________________________________________
3) SEC
USE ONLY
______________________________________________________________________________
4) SOURCE
OF
FUNDS NA
______________________________________________________________________________
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) OR 2(e) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Pennsylvania
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 0
SHARES
____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
0
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 — See Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
__________________________________________________________________________
This
Amendment No. 56 amends and supplements the Schedule 13D, dated
November 27, 1998, as amended to date (the “Schedule 13D”), originally
filed with the Securities and Exchange Commission by Jewelcor Management, Inc.
(“JMI”) and others with respect to the common stock, $.01 par value (the “Common
Stock”), of Casual Male Retail Group, Inc., a Delaware corporation (the
“Company”). The address of the principal business and principal
offices of the Company is 555 Turnpike Street, Canton, Massachusetts
02021.
Item
4. Purpose of Transaction
Item
4 is
hereby amended and supplemented as follows:
On
May
30, 2007, JMI executed and delivered an Amendment to Consulting Agreement with
Casual Male Retail Group, Inc., effective as of April 29, 2007, which amends
and
restates certain portions of the Consulting Agreement as previously
amended.
Item
5. Interest in Securities of the Issuer
Items
5(a)–(c) of the Schedule 13D are hereby amended and supplemented as
follows:
As
of
June 5, 2007, the Reporting Entities included in this filing beneficially own
an
aggregate of 5,413,403 shares of Common Stock, representing approximately 12.50%
of the outstanding shares of Common Stock based upon the 41,518,390 shares
of
Common Stock outstanding as of June 1, 2007 as reported by the Company in its
Definitive Proxy Statement filed on June 4, 2007.
As
of
June 5, 2007, Seymour Holtzman may be deemed to beneficially own 5,413,403
shares of Common Stock, representing an aggregate of approximately 12.50% of
the
outstanding shares of Common Stock. Such amount includes options to
purchase an aggregate of 1,743,334 shares of Common Stock and warrants to
purchase an aggregate of 80,000 shares of Common Stock, all of which are
immediately exercisable and are directly beneficially owned by Mr.
Holtzman.
As
of
December 29, 2006, JMI beneficially owned no shares of Common
Stock.
No
transactions have been effectuated by the Reporting Entities during the 60
days
preceding the date of this filing.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item
6 is
hereby amended and supplemented as follows:
See
Item
4 and Item 7.
Item
7. Material to be Filed as Exhibits.
Exhibit
1. Amendment to Consulting Agreement effective as of April 29,
2007.
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned,
the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: June
5, 2007
JEWELCOR
MANAGEMENT, INC.
By:/s/
Seymour Holtzman
Name:
Seymour Holtzman
Title: President
JEWELCOR
INCORPORATED
By:
/s/ Seymour Holtzman
Name:
Seymour Holtzman
Title: President
S.H.
HOLDINGS, INC.
By:
/s/ Seymour Holtzman
Name:
Seymour Holtzman
Title: President
/s/
Seymour Holtzman
Seymour
Holtzman
/s/
Evelyn Holtzman
Evelyn
Holtzman
Exhibit
1
AMENDMENT
TO CONSULTING AGREEMENT
Dated
as of April 29, 2007
WHEREAS,
Casual Male Retail Group, Inc. (formerly Designs, Inc., the “Corporation”) and
Jewelcor Management, Inc. (the “Independent Contractor”) entered into a certain
Consulting Agreement dated April 29, 2000, as amended by Letter Agreement dated
April 28, 2001, by Letter Agreement dated April 28, 2002, by Amendment to
Consulting Agreement dated April 29, 2003, by Amendment to Consulting Agreement
dated April 26, 2004, by Amendment to Consulting Agreement dated August 26,
2004, by Amendment to Consulting Agreement dated June 15, 2005 and as amended
by
Letter Agreement dated May 26, 2006 (hereinafter referred to as “the
Agreement”), and
WHEREAS,
Corporation and Independent Contractor wish to amend, modify and/or restate
certain terms, provisions, conditions and covenants of the
Agreement.
NOW
THEREFORE, for and in consideration of the foregoing, the mutual promises and
covenants set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, the Corporation and Independent Contractor hereby agree to amend
the Agreement as follows:
1.
Term of Agreement. Paragraph 1 of Amendment to Consulting
Agreement dated April 29, 2003 shall be amended to read as follows:
The
term
of the Agreement shall be extended for a period of two years, with the period
commencing on April 29, 2007. The term can be further extended only
by agreement of both the Corporation and Independent Contractor.
2.
Duties. The Independent Contractor will be responsible on
the Board's behalf for overseeing the direction and execution of transactions
concerning the strategic direction of the Corporation, including
|
a.
|
any
significant acquisitions or
dispositions;
|
|
b.
|
any
merger, business combination or sale of the Corporation or of
substantially all of its assets;
|
|
c.
|
any
debt or equity financing and/or
refinancing;
|
|
d.
|
any
strategic partnering; and
|
|
e.
|
any
other major contracts or transactions that the Board of Directors
deems to
be “strategic.”
|
3.
Compensation
Effective
as of the date of this Agreement, subject to the provisions of
Section 4 of the Agreement, the fixed non-bonus consideration to be furnished
to
the Independent Contractor (or to Seymour Holtzman if the Independent Contractor
so directs) by the Corporation for the Services rendered by the Independent
Contractor under the Agreement shall consist of annual compensation of
$575,000.
Section
4.5 of the Agreement shall be amended to read as follows:
Independent
Contractor is not eligible to future participation in any current executive
incentive or bonus program. However, the Board of Directors, at its own
discretion, may choose to award a bonus to Independent Contractor if it
determines that the Independent Contractor’s performance in carrying out its
duties (as described in Paragraph 2 of this Amendment) has been outstanding,
substantially exceeding the Board's expectations.
THE
REMAINING terms of the Agreement shall remain in full force and effect without
change.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment to Consulting
Agreement as a sealed instrument, in any number of counterpart copies, each
of
which shall be deemed an original for all purposes, as of the day and year
first
written above.
JEWELCOR
MANAGEMENT, INC.
By:___________________________
CASUAL
MALE RETAIL GROUP, INC.
By:___________________________
By:___________________________