As filed with the Securities and Exchange Commission on June 30, 2011
Registration No. 333-41068
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PVH CORP.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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13-1166910
(I.R.S. Employer Identification Number)
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200 Madison Avenue
New York, New York 10016
(212) 381-3500
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
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Mark D. Fischer, Esq.
Senior Vice President,
General Counsel and Secretary
200 Madison Avenue
New York, New York 10016
(212) 381-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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PHILLIPS-VAN HEUSEN CORPORATION
2000 STOCK OPTION PLAN
(Full title of the plan)
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With Copy to:
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MARTHA N. STEINMAN, ESQ.
DEWEY & LeBOEUF LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 259-8000
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___________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer □ Non-accelerated filer □ Smaller reporting company □
(do not check if a smaller
reporting company)
Explanatory Note
PVH Corp. (the “Registrant”) is filing this Post-Effective Amendment No. 3 to its Registration Statement on Form S-8, Registration No. 333-41068, initially filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2000 (the “2000 Form S-8”). The Registrant is making this filing to deregister shares of its common stock, par value $1.00 per share (the “Common Stock”), registered under the 2000 Form S-8 for issuance, offer or sale pursuant to the Registrant’s 2000 Stock Option Plan (the “2000 Plan”). A total of 3,000,000 shares of Common Stock were registered for issuance, offer or sale under the 2000 Form S-8.
On June 13, 2006, the Registrant’s stockholders approved the Registrant’s 2006 Stock Incentive Plan (the “2006 Plan”), and on June 23, 2011, the Registrant’s stockholders approved the material terms of the 2006 Plan. Pursuant to the 2006 Plan, any shares of the Common Stock that become available under the 2000 Plan because of expirations, cancellations and terminations of outstanding options without exercise are to be assigned to, and made available for issuance under, the 2006 Plan. Between June 26, 2009 and June 26, 2011, 2,563 shares of Common Stock underlying outstanding options under the 2000 Plan were forfeited because of expirations, cancellations and terminations of such options. Accordingly, these 2,563 shares of Common Stock are hereby deregistered. The 2000 Form S-8, as amended by Post-Effective Amendment No. 1 thereto filed with the SEC on June 20, 2007 (deregistering 86,290 shares of Common Stock that were either (i) not subject to outstanding awards as of June 13, 2006 or (ii) forfeited between June 13, 2006 and June 18, 2007 because of expirations, cancellations and terminations of outstanding options) and Post-Effective Amendment No. 2 thereto filed with the SEC on July 1, 2009 (deregistering, 1,700 shares of Common Stock that were forfeited between June 19, 2008 and June 25, 2009 because of expirations, cancellations and terminations of outstanding options), otherwise continues in effect as to the balance of the shares of Common Stock remaining available for issuance, offer or sale pursuant thereto upon and following the exercise of options previously granted under the 2000 Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, PVH Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8/A and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on the 30th day of June, 2011.
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PVH CORP.
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By:
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/s/ Emanuel Chirico
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Emanuel Chirico
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 30th day of June, 2011.
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Signature
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Title
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/s/ Emanuel Chirico
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Emanuel Chirico
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Chief Executive Officer; Director (Principal Executive Officer)
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/s/ Michael Shaffer
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Michael Shaffer
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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/s/ Bruce Goldstein
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Bruce Goldstein
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Senior Vice President and Controller (Principal Accounting Officer)
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/s/ Mary Baglivo
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Mary Baglivo
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Director
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/s/ Juan R. Figuereo
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Juan R. Figuereo
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Director
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/s/ Joseph B. Fuller
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Joseph B. Fuller
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Director
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/s/ Fred Gehring
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Fred Gehring
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Director
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/s/ Margaret L. Jenkins
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Margaret L. Jenkins
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Director
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/s/ David A. Landau
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David A. Landau
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Director
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/s/ Bruce Maggin
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Bruce Maggin
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Director
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/s/ V. James Marino
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V. James Marino
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Director
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/s/ Henry Nasella
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Henry Nasella
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Director
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/s/ Rita M. Rodriguez
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Rita M. Rodriguez
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Director
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/s/ Craig Rydin
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Craig Rydin
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Director
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/s/ Christian Stahl
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Christian Stahl
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Director
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