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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-112598
PROSPECTUS SUPPLEMENT NO. 8
TO PROSPECTUS DATED APRIL 21, 2004
CASUAL MALE RETAIL GROUP, INC.
$100,000,000 Principal Amount of
5% Convertible Subordinated Notes Due 2024
and
Shares of Common Stock Issuable Upon Conversion of the Notes
_________________
This prospectus supplement relates to the resale by the selling
securityholders (including their transferees, pledgees or donees or their
successors) of up to $100 million aggregate principal amount of 5%
Convertible Subordinated Notes due 2024 issued by Casual Male Retail Group,
Inc. and the shares of common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated April 21, 2004, which is to be delivered with this
prospectus supplement, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information in
this prospectus supplement supercedes the information contained in the
prospectus. This prospectus supplement is not complete without, and may not
be delivered or utilized except in connection with, the prospectus, including
any amendments or supplements to it.
Investing in the notes or the common stock offered by the prospectus
involves risks that are described in the "Risk Factors" section beginning on
page 8 of the prospectus.
_________________
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
_________________
The date of this prospectus supplement is June 21, 2006.
The information in the table appearing under the heading "Selling
Securityholders" beginning on page 46 of the prospectus is amended by adding
the information below with respect to persons not previously listed in the
prospectus, and by superceding the information with respect to persons listed
in the prospectus that are listed below.
The following table sets forth certain information as of May 18, 2006,
except where otherwise noted, concerning the principal amount of notes
beneficially owned by each selling securityholder and the number of shares of
common stock that may be offered from time to time by each selling
securityholder under this prospectus. The information is based on
information provided by or on behalf of the selling securityholders. The
number of shares of common stock issuable upon conversion of the notes shown
in the table below assumes conversion of the full amount of notes held by
each holder at an initial conversion price of $10.65 per share. This
conversion price is subject to adjustments in certain circumstances. Because
the selling securityholders may offer all or some portion of the notes or the
common stock issuable upon conversion of the notes, we have assumed for
purposes of the table below that the named selling securityholders will sell
all of the notes or convert all of the notes and sell all of the common stock
issuable upon conversion of the notes offered by this prospectus. In
addition, the selling securityholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their notes since
the date on which they provided the information regarding their notes in
transactions exempt from the registration requirements of the Securities Act.
Information about the selling securityholders may change over time. Any
changed information given to us by the selling securityholders will be set
forth in prospectus supplements if and when necessary.
Other
Shares Shares of
Aggregate of Common
Principal Common Stock
Amount Stock Beneficially
Of Issuable Owned Before Percentage
Notes Percentage Upon the Offering of
Beneficially of Conversion and Assumed Common
Owned Notes Of the to be Owned Stock
And Outstanding Notes Following Outstanding
Name* Offered ** *** the Offering ****
- ----------- ------------- ----------- --------- ------------- ----------
Arch Reinsurance
Ltd. (1) $270,000 - 25,353 7,982 (2) -
______________
* Other selling securityholders may be identified at a later date.
Certain selling securityholders are, or are affiliates of, registered
broker-dealers. These selling securityholders have represented that
they acquired their securities in the ordinary course of business and,
at the time of the acquisition of the securities, had no agreements or
understandings, directly or indirectly, with any person to distribute
the securities. To the extent that we become aware that any such
selling securityholders did not acquire its securities in the ordinary
course of business or did have such an agreement or understanding, we
will file a post-effective amendment to registration statement of which
this prospectus is a part to designate such person as an "underwriter"
within the meaning of the Securities Act of 1933.
** Unless otherwise noted, none of these selling securityholders would
beneficially own 1% or more of the outstanding notes.
*** Assumes conversion of all of the holder's notes at our initial
conversion rate of approximately 93.90 shares of common stock per 1,000
principal amount of the notes. This conversion rate is subject to
adjustment as described under "Description of Notes-Conversion." As a
result, the number of shares of common stock issuable upon conversion
of the notes may change in the future. Excludes shares of common stock
that may be issued by us upon the repurchase of the notes and
fractional shares. Holders will receive a cash adjustment for any
fractional share amount resulting from conversion of the notes, as
described under "Description of Notes-Conversion."
**** Based on the 35,320,656 outstanding shares of common stock of the
Company as of May 18, 2006, none of these selling securityholders would
beneficially own 1% or more of the outstanding shares following the
sale of securities in the offering.
(1) Oaktree Capital Management, LLC ("Oaktree") is the investment manager
of the selling securityholder with respect to the aggregate principal
amount of notes set forth next to the selling securityholder's name.
Oaktree does not own an equity interest in such selling securityholder,
but has voting and dispositive power over the aggregate principal
amount of such notes. Mr. Andrew Watts is a managing director of
Oaktree and is the portfolio manager for the selling securityholder.
Mr. Watts, Oaktree and all employees and members of Oaktree disclaim
beneficial ownership of such notes (and the underlying shares of common
stock), except for their pecuniary interest therein.
(2) Represents shares of common stock issuable upon conversion of $85,000
aggregate principal amount of other convertible notes held by such
selling securityholder.