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 3, 2005
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(June 6, 2005)
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SYMS CORP
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(Exact name of Registrant as Specified in its Charter)
New Jersey
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(State or other Jurisdiction of Incorporation)
1-8546 22-2465228
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(Commission File Number) (IRS Employer Identification No.)
Syms Way, Secaucus, NJ 07094
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(Address of Principal Executive Offices) (Zip Code)
(201) 902-9600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report )
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 Material Definitive Agreement.
In connection with the special one-time dividend paid on May 12, 2005 to
shareholders of record of Syms Corp (the "Company") as of April 27, 2005, the
Stock Option Committee of the Board of Directors of the Company approved on June
3, 2005 an anti-dilution adjustment to all outstanding options to purchase
shares of the Company's common stock, par value $0.05 per share. Such
adjustments were made pursuant to the anti-dilution provisions of the Company's
Amended and Restated Incentive Stock Option and Appreciation Plan, as amended,
to prevent dilution and restore the economic position to that existing
immediately prior to the dividend. The exercise prices of all such options were
reduced by the ratio of the stock price ex-dividend to the stock price with the
dividend, or 0.9266, and the number of stock options was correspondingly
increased by the reciprocal of this ratio, or 1.0792. Following the adjustments,
the following named executive officers hold the number of options set forth
below:
Original Number of Number of Shares
Shares Underlying Original Exercise Underlying Options, Exercise Price,
Executive Officer Options Price as Adjusted as Adjusted
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Marcy Syms (a) 312,500 $5.625 337,250 $5.212
(b) 25,000 $9.875 26,980 $9.150
(c) 200,000 $10.6875 215,840 $9.903
Allen Brailsford 5,000 $5.625 5,396 $5.212
Ronald Zindman (a) 65,100 $8.00 70,256 $7.413
(b) 28,000 $5.625 30,218 $5.212
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYMS CORP
By: /s/ Antone F. Moreira
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Name: Antone F. Moreira
Title: Vice President, Chief Financial
Officer
Date: June 6, 2005