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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2005 (Fiscal 2004)
Commission File Number 0-15898
CASUAL MALE RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2623104
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
555 Turnpike Street, Canton, MA 02021
(Address of principal executive offices) (Zip Code)
(781) 828-9300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
_________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No
As of July 31, 2004, the aggregate market value of the Common Stock held
by non-affiliates of the registrant was approximately $156.1 million,
based on the last reported sale price on that date. Shares of Common
Stock held by each executive officer and director and by each person who
owns 10% or more of the outstanding Common Stock have been excluded on
the basis that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily determinative for
other purposes.
The registrant had 34,250,912 shares of Common Stock, $0.01 par value,
outstanding as of May 1, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
This Amendment No. 2 on Form 10-K/A is being filed to amend the
registrant's Amendment No. 1 on Form 10-K/A for the fiscal year ended
January 29, 2005 ("Amendment No. 1") solely to include the certifications
required by Rule 13a-14(a) of the Securities Exchange Act of 1934, which
were inadvertently omitted from Amendment No. 1.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
CASUAL MALE RETAIL GROUP, INC.
June 3, 2005
By: /s/ Dennis R. Hernreich
Dennis R. Hernreich
Executive Vice President and
Chief Financial Officer
Index to Exhibits
Exhibits
31.1 Certification of Chief Executive Officer of the Company pursuant
to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2 Certification of Chief Financial Officer of the Company pursuant
to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Exhibit 31.1
CERTIFICATION
I, David A. Levin, certify that:
1. I have reviewed the Form 10-K/A (Amendment No. 1) of Casual Male
Retail Group, Inc.;
2. Based on my knowledge, such report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by such report.
Date: June 3, 2005
/s/ DAVID A. LEVIN
-----------------------
David A. Levin
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Dennis R. Hernreich, certify that:
1. I have reviewed the Form 10-K/A (Amendment No. 1) of Casual Male
Retail Group, Inc.;
2. Based on my knowledge, such report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by such report.
Date: June 3, 2005
/s/ DENNIS R. HERNREICH
-------------------------
Dennis R. Hernreich
Chief Financial Officer