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)
September 26, 2006
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-07572 | 13-1166910 |
(Commission File Number) | (IRS Employer Identification Number) |
200 Madison Avenue, New York, New York 10016
(Address of Principal Executive Offices)
Registrant’s telephone number (212)-381-3500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5.04
Temporary Suspension of Trading under Registrant's Employee Benefit Plans.
On September 26, 2006, Phillips-Van Heusen Corporation (“PVH”) notified its employees by letter that, as a result of a change in the recordkeeper for the Phillips-Van Heusen Corporation Associates Investment Plans (the “Plan”), there will be a blackout period that will begin on October 31, 2006 at 4:00 P.M. Eastern Time and is expected to end the week of November 5, 2006 (the “Blackout Period”). During the Blackout Period, participants in the Plan will be temporarily unable to access their individual accounts under the Plan, including being able to direct or diversify their investment of existing account balances or future contributions made to their individual accounts, changing their contribution rate, obtaining a loan under the Plan, or obtaining a withdrawal or other distribution from the Plan.
As a result of the Blackout Period, on September 26, 2006, PVH sent a notice (the “BTR Notice”) to its directors and executive officers informing them that during the Blackout Period the directors and executive officers will be prohibited from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring any equity or derivative security of PVH acquired in connection with their services as a director or employment as an executive officer. PVH provided the BTR Notice to its directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the BTR Notice is attached as Exhibit 99.1 and is incorporated herein by reference.
A participant in the Plan, a stockholder of PVH or other interested persons may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting Mary Kazan, Human Resources-Employee Benefits, Phillips-Van Heusen Corporation, 1001 Frontier Road, Bridgewater, New Jersey 08807, at telephone number 908-685-0050, during the Blackout Period and for a period of two years after the ending of the Blackout Period.
Item 9.01 Financial Statements and Exhibits
Exhibit Number
Exhibit Title or Description
1.1
Notice of Blackout Period to Executive Officers and Directors of Phillips-
Van Heusen Corporation dated September 26, 2006.
SIGNATURES
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.
PHILLIPS-VAN HEUSEN CORPORATION
By: | /s/ Mark D. Fischer |
Mark D. Fischer, Vice President |
Date: September 26, 2006
EXHIBIT 99.1
NOTICE OF BLACKOUT PERIOD
TO: DIRECTORS AND EXECUTIVE OFFICERS
OF PHILLIPS-VAN HEUSEN CORPORATION
Special Trading Restrictions Related to
Phillips-Van Heusen Corporation Associates Investment Plans
Blackout Period Beginning October 31, 2006
September 26, 2006
Background
All of the Phillips-Van Heusen Corporation Associates Investment Plans (the “Plan”) will be subject to a blackout period beginning 4:00 p.m. Eastern Time on October 31, 2006, and ending during the week of November 5, 2006 (the “Plan Blackout Period”) that will temporarily prevent participants in the Plan from engaging in transactions in their individual Plan accounts. During the Plan Blackout Period, participants in the Plan generally will be unable to direct or diversify investments in their individual accounts, change elections regarding future contributions, change contribution rates or obtain a loan, distribution or withdrawal from the Plan. The Plan Blackout Period is necessary to make a transition to a new recordkeeper, the 401(k) Company.
Special Trading Restrictions
This notice is provided to you pursuant to Rule 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934 and Section 306 of the Sarbanes-Oxley Act of 2002. Pursuant to these rules, each director and executive officer of PVH is prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity or derivative security of PVH during the Plan Blackout Period (the “Special Trading Restrictions”). Although the Special Trading Restrictions are subject to certain exceptions, given the complexity of the rules and the short time period involved, you should not engage in any transactions in PVH common stock during the Plan Blackout Period. Accordingly, during the Plan Blackout Period, you may not purchase, sell or otherwise transfer or acquire any shares of PVH common stock. It is important to note that, although the Plan Blackout Period arises in connecti on with the Plan, the Special Trading Restrictions bar directors and executive officers from trading any shares of PVH common stock whether or not they were acquired through the Plan.
Your Special Trading Restrictions are in addition to the restriction on trading activity under PVH’s Insider Trading Policy. As a reminder, a blackout is currently in effect and, therefore, this new blackout does not change the restrictions already in place and does not add additional restrictions. However, if the reasons for the current blackout should end prior to the beginning of the Plan Blackout Period, then a notice to that effect will be sent to you and you will be permitted to engage in transactions in PVH common stock, subject to the Insider Trading Policy, until the Plan Blackout Period commences. If the reasons for the current blackout should end during the Plan Blackout Period, then the restrictions on your trading will nonetheless continue during the Plan Blackout Period. If the reasons for the current blackout do not end during the Plan Blackout Period, then the restrictions on your trading will continue beyond the Plan Blackout Period until you receive notice of the lifting of the blackout. You should direct questions about, and requests for pre-clearance of, your transactions in PVH common stock to Mark D. Fischer, Vice President and General Counsel, at 212-381-3509.