UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 25, 2003
HARTMARX CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 1-8501 36-3217140
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 North Wacker Drive
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 372-6300
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Disclosure.
On September 25, 2003, the Board of Directors of Hartmarx Corporation
("the Company") approved an amendment (the "Amendment") to the Amended and
Restated Rights Agreement, dated as of April 13, 2000, by and between the
Company and EquiServe Trust Company, N.A., as rights agent, as amended (the
"Rights Agreement").
The Amendment amends the Rights Agreement to provide that the rights
issued pursuant to the Rights Agreement (the "Rights") expire at the earliest
of (i) the close of business on January 31, 2006, (ii) the time at which the
Rights are redeemed in accordance with the terms of the Rights Agreement or
(iii) the close of business on the first trading day after the reported
closing price of the Company's common stock exceeded the Book Value per Share
(as defined below) for 60 consecutive calendar days. The term "Book Value per
Share" means on any date the total shareholders' equity of the Company as
reported in the Company's most recent periodic report filed with the United
States Securities and Exchange Commission divided by the total number of
shares of the Company's common stock issued and outstanding stated in such
report.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment, which
is attached hereto as exhibit 4.1 and is incorporated herein by reference.
On September 25, 2003, the Company issued a press release relating to
the approval of the Amendment, which is attached hereto as exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit Number Description
4.1 Second Amendment to Amended and Restated Rights Agreement,
dated as of September 25, 2003, by and between the Company
and EquiServe Trust Company, N.A., as rights agent
99.1 Press release dated September 25, 2003
SIGNATURE
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 hereunto duly authorized.
HARTMARX CORPORATION
By: /s/ TARAS R. PROCZKO
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Taras R. Proczko
Senior Vice President
Dated: October 2, 2003
EXHIBIT INDEX
Exhibit Number Description
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4.1 Second Amendment to Amended and Restated Rights Agreement,
dated as of September 25, 2003, by and between the Company
and EquiServe Trust Company, N.A., as rights agent
99.1 Press release dated September 25, 2003