S-8

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.

2

EXHIBIT INDEX

Item 8.   Exhibits

Exhibit Number		Exhibit
4.1	—	Amended and Restated Tailored Brands, Inc. Employee Stock Purchase Plan (incorporated by reference from Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2018 Annual Meeting of Shareholders of the Company filed with the Commission on May 10, 2018 (File No. 1-16097).
5.1	—	Opinion of Laura Ann Smith (filed herewith).
23.1	—	Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith).
23.2	—	Consent of Laura Ann Smith (included in Exhibit 5.1).
24.1	—	Powers of Attorney from certain members of the Board of Directors of the Company (contained on page 5).

3

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

4

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

5

EX-5.1

Exhibit 5.1

July 18, 2018

Tailored Brands, Inc.

6380 Rogerdale Road

Houston, Texas 77072

Ladies and Gentlemen:

The undersigned, as Vice President, Assistant General Counsel-Corporate and Securities Law and Assistant Secretary of Tailored Brands, Inc., a Texas corporation (the “Company”), and an attorney licensed by the State of Texas, has acted as counsel to the Company in connection with the Company’s filing today with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of an additional 1,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”), to be offered upon the terms and subject to the conditions set forth in the Company’s Employee Stock Purchase Plan, as amended and restated (the “Plan”).

In such capacity, I have examined (i) the Certificate of Formation and the By-Laws of the Company, (ii) the Plan, (iii) the Registration Statement, and (iv) such certificates, statutes and other instruments and documents as I considered appropriate for purposes of the opinions hereafter expressed.

In connection with this opinion, I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me as originals, the conformity to original documents of all records, certificates and other instruments submitted to me as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to me as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that I have examined.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ LAURA ANN SMITH

Laura Ann Smith

Vice President, Assistant General Counsel-Corporate and Securities Law

and Assistant Secretary

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 30, 2018, relating to the consolidated financial statements of Tailored Brands, Inc. and subsidiaries, and the effectiveness of Tailored Brands, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Tailored Brands, Inc. for the year ended February 3, 2018 and incorporated by reference in the Registration Statement (No. 333-53623) on Form S-8.

/s/ Deloitte & Touche LLP

Houston, Texas

July 18, 2018