As filed with the Securities and Exchange Commission on July 18, 2018

Registration No. 333-    

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

 

UNDER THE SECURITIES ACT OF 1933

 

 

TAILORED BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

47-4908760

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

6380 Rogerdale Road

 

 

Houston, Texas

 

77072

(Address of Principal Executive Offices)

 

(Zip Code)

 

Tailored Brands, Inc. Employee Stock Purchase Plan

(Full title of the plan)

 

 

Jack P. Calandra

6380 Rogerdale Road

Houston, Texas 77072

(Name and address of agent for service)

 

(281) 776-7000

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x

 

Accelerated filer   o

 

Non-accelerated filer   o
(Do not check if a smaller reporting company)

Smaller reporting company   o

 

Emerging Growth Company   o

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

Title of securities
to be registered

 

Amount to
be registered

 

Proposed
maximum offering
price per unit(2)

 

Proposed maximum
aggregate offering
price(2)

 

Amount of
registration fee

 

Common Stock $.01 par value

 

1,000,000 shares

(1)

$

22.27

 

$

22,265,000

 

$

2,771.99

 

 

(1)                                  Represents shares added to the Tailored Brands, Inc. Employee Stock Purchase Plan (the “ESPP”) upon the amendment thereof.  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 ESPP.

(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 New York Stock Exchange on July 16, 2018.

 

 

 


 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

This Registration Statement registers additional securities of the same class as other securities for which Registration Statement No. 333-53623 on this Form is effective (the “Earlier Registration Statement”) relating to the Tailored Brands, Inc. Employee Stock Purchase Plan (formerly known as The Men’s Wearhouse, Inc. Employee Stock Discount Plan) (as amended through the date hereof, the “ESPP”) filed by Tailored Brands, Inc., a Texas corporation (the “Registrant”), as the successor registrant to The Men’s Wearhouse, Inc., a Texas corporation (“Predecessor”).  Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration Statement is incorporated herein by reference.

 

Item 8.    Exhibits

 

The Exhibits to this Registration Statement are listed on the Exhibit Index and incorporated by reference herein.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 July 18, 2018.

 

 

TAILORED BRANDS, INC.

 

 

 

 

By:

/s/ JACK P. CALANDRA

 

 

Jack P. Calandra

 

 

Executive Vice President, Chief Financial Officer
and Treasurer

 

 

 

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Douglas S. Ewert and Jack P. Calandra, or either 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 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Name

 

Title

 

Date

 

 

 

 

 

By:

/s/ DOUGLAS S. EWERT

 

Chief Executive Officer and Director (Chief Executive Officer)

 

July 18, 2018

 

Douglas S. Ewert

 

 

 

 

 

 

 

 

By:

/s/ JACK P. CALANDRA

 

Executive Vice President, Chief Financial Officer and Treasurer (Chief Financial Officer)

 

July 18, 2018

 

Jack P. Calandra

 

 

 

 

 

 

 

 

By:

/s/ BRIAN T. VACLAVIK

 

Senior Vice President and Chief Accounting Officer (Chief Accounting Officer)

 

July 18, 2018

 

Brian T. Vaclavik

 

 

 

 

 

 

 

 

By:

/s/ DINESH S. LATHI

 

Chairman of the Board and Director

 

July 18, 2018

 

Dinesh S. Lathi

 

 

 

 

 

 

 

 

 

By:

/s/ DAVID H. EDWAB

 

Vice Chairman of the Board and Director

 

July 18, 2018

 

David H. Edwab

 

 

 

 

 

 

 

 

By:

/s/ IRENE CHANG BRITT

 

Director

 

July 18, 2018

 

Irene Chang Britt

 

 

 

 

 

 

 

 

By:

/s/ RINALDO S. BRUTOCO

 

Director

 

July 18, 2018

 

Rinaldo S. Brutoco

 

 

 

 

 

 

 

 

By:

/s/ SUE GOVE

 

Director

 

July 18, 2018

 

Sue Gove

 

 

 

 

 

 

 

 

By:

/s/ THEO KILLION

 

Director

 

July 18, 2018

 

Theo Killion

 

 

 

 

 

 

 

 

By:

/s/ GRACE NICHOLS

 

Director

 

July 18, 2018

 

Grace Nichols

 

 

 

 

 

 

 

 

By:

/s/ SHELDON I. STEIN

 

Director

 

July 18, 2018

 

Sheldon I. Stein

 

 

 

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