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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2005
0-15898
(Commission File Number)
______________________________
CASUAL MALE RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2623104
(State of Incorporation) (IRS Employer
Identification Number)
555 Turnpike Street, Canton, Massachusetts 02021
(Address of registrant's principal executive office)
(781) 828-9300
(Registrant's telephone number)
______________________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
ITEM 1.01 Entry Into a Definitive Material Contract
Casual Male Retail Group, Inc. (the "Company") and Jewelcor Management, Inc.
("JMI") entered into an Amendment to Consulting Agreement dated as of June 15,
2005, to increase JMI's annual compensation, effective May 9, 2005, to
$412,000 from $392,000. The Amendment to Consulting Agreement also permits
JMI's participation in the Company's Executive Incentive Plan for the year
ending January 28, 2006.
A copy of the Amendment to Consulting Agreement dated June 15, 2005 is attached
hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
- ----------- ------------
10.1 Amendment to Consulting Agreement, effective May 9, 2005,
between the Company and Jewelcor Management, Inc.
SIGNATURES
Pursuant to the requirements 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.
By: /s/ Dennis R. Hernreich
---------------------------
Name: Dennis R. Hernreich
Title: Executive Vice President
and Chief Financial Officer
Date: June 20, 2005
AMENDMENT TO CONSULTING AGREEMENT
June 15, 2005
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 as of
April 29, 2000, as amended by Letter Agreement dated April 28, 2001, by
Letter Agreement dated as of April 28, 2002, by Amendment to Consulting
Agreement dated as of April 29, 2003, by Amendment to Consulting
Agreement dated as of April 26, 2004, and by Amendment to Consulting
Agreement dated as of August 26, 2004 (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, in consideration of the foregoing, and for and in
consideration of 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 the Independent Contractor hereby agree to amend the
Agreement as follows:
1. Effective May 9, 2005, subject to the provisions of Section 4
of the Agreement, the consideration to be furnished to the
Independent Contractor by the Corporation for the Services
rendered by the Independent Contractor under the Agreement
shall consist of (a) annual compensation of $412,000 payable,
at the election of the Independent Contractor, either in cash
or in non-forfeitable, fully paid and non-assessable shares of
Common Stock of the Corporation, the number of which shares of
Common Stock shall be valued as of, and determined by, the
last closing price on May 9, 2005, and (b) an annual amount of
$24,000 payable in monthly installments of $2,000 per month
for the reimbursement of expenses incurred by the Independent
Contractor in the rendering of Services under the Agreement.
Section 4 of the Agreement is further amended as follows:
4.5 Bonus
The Independent Contractor is eligible to participate in the
Company's 2005 Executive Incentive Program, pursuant to which
the Independent Contractor may receive a Bonus Award
Payout up to $460,000, if the Company achieves certain specific
sales and EBITDA thresholds as described in the 2005 Executive
Incentive Program. A copy of the 2005 Executive Incentive
Program is attached hereto. This Agreement must be in force at
the end of the respective fiscal year and at the time the bonus
is distributed to be eligible to receive such payout.
The remaining terms of the Agreement shall remain in full force and
effect without change. For the avoidance of doubt, the parties hereby
agree and acknowledge that the foregoing extension does not change the
compensation or other rights or obligations of the parties originally
provided in the Agreement with respect to any prior period.
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.
THE CORPORATION:
CASUAL MALE RETAIL GROUP, INC.
By: /s/ DAVID LEVIN
Name: David Levin
Title: President and Chief
Executive Officer
By: /s/ DENNIS R. HERNREICH
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and
Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By: /s/ SEYMOUR HOLTZMAN
Name: Seymour Holtzman
Title: Chief Executive Officer