As filed with the Securities and Exchange Commission on February 26, 2004

 

Registration No. 333-            

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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TOMMY HILFIGER CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

BRITISH VIRGIN ISLANDS		98-0372112
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

9/F, NOVEL INDUSTRIAL BUILDING, 850-870 LAI CHI KOK ROAD,

CHEUNG SHA WAN, KOWLOON, HONG KONG

(Address of Principal Executive Offices)

 

TOMMY HILFIGER CORPORATION 2003 INCENTIVE COMPENSATION PLAN

(Full Title of the Plan)

 

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JOSEPH SCIROCCO

CHIEF FINANCIAL OFFICER, SENIOR VICE PRESIDENT & TREASURER

C/O TOMMY HILFIGER U.S.A., INC.

25 WEST 39TH STREET

NEW YORK, NEW YORK 10018

(Name and Address of Agent for Service)

 

(212) 840 – 8888

(Telephone Number, Including Area Code, of Agent for Service)

 

Calculation of Registration Fee

 

Title of Each Class of Securities to Be Registered		Amount to be Registered			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Ordinary Shares, par value $.01 per share		3,500,000	(1)		$14.96	(2)		$52,360,000	(2)		$6,634.01

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(1)	Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)	Pursuant to Rule 457(h) and 457(c) under the Securities Act, the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low prices for the Registrant’s Ordinary Shares on the New York Stock Exchange on February 20, 2004.

 

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PART I

 

Information Required in the Section 10(a) Prospectus

 

The Section 10(a) prospectus being delivered by Tommy Hilfiger Corporation (the “Company”) to participants in the Tommy Hilfiger Corporation 2003 Incentive Compensation Plan (the “Plan”), as required by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), has been prepared in accordance with the requirements of Form S-8 and relate to Ordinary Shares, par value $.01 per share, of the Company (the “Ordinary Shares”) which have been reserved for issuance pursuant to the Plan. The information regarding the Plan required in the Section 10(a) prospectus is included in documents being maintained and delivered by the Company as required by Rule 428 under the Securities Act. The Company shall provide to participants in the Plan a written statement advising them of the availability without charge, upon written or oral request, of documents incorporated by reference herein, as required by Item 2 of Part I of Form S-8.

 

PART II

 

Information Required in the Registration Statement

 

ITEM 3. Incorporation of Documents by Reference

 

The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

 

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003, as amended.

 

(b)

The Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2003, September 30, 2003, and December 31, 2003, and Current Reports on Form 8-K filed on May 9, 2003, June 5, 2003, June 30, 2003, August 4, 2003, August 5, 2003, November 5, 2003, and February 4, 2004.

 

(c)

The description of the Ordinary Shares contained in the Company’s Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from their respective dates of filing. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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ITEM 4. Description of Securities

 

Not applicable.

 

ITEM 5. Interests of Named Experts and Counsel

 

None.

 

ITEM 6. Indemnification of Directors and Officers

 

The Memorandum and Articles of Association of the Company include provisions for the protection of directors and officers. Regulations 110-115 of the Articles of Association state:

 

110.

Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

 

(a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or

 

(b)

is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

 

111.

The Company may only indemnify a person if the person acted honestly and in good faith and with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

 

112.

The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

 

113.

The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

 

114.

If a person to be indemnified has been successful in defence of any proceedings referred to above the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

 

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115.

The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in these Articles.

 

Section 57 of the British Virgin Islands International Business Companies Ordinance provides as follows:

 

(1)

Subject to subsection (2) and any limitations in its Memorandum or Articles, a company incorporated under this Ordinance may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

 

(a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the company; or

 

(b)

is or was, at the request of the company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

 

(2)

Subsection (1) only applies to a person referred to in that subsection if the person acted honestly and in good faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

 

(3)

The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is in the absence of fraud, sufficient for the purposes of this section, unless a question of law is involved.

 

(4)

The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful.

 

(5)

If a person referred to in subsection (1) has been successful in defence of any proceedings referred to in subsection (1), the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

 

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In addition, Section 58 of the British Virgin Islands International Business Companies Ordinance provides as follows:

 

A company incorporated under this Ordinance may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the company, or who at the request of the company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability under subsection (1) of section 57.

 

ITEM 7. Exemption From Registration Claimed

 

Not Applicable.

 

ITEM 8. Exhibits

 

Exhibit Number		Description
5		Opinion of Harney Westwood & Riegels
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Harney Westwood & Riegels (included in their opinion filed as Exhibit 5)

 

ITEM 9. Undertakings

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (1)(i) and (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant

 

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pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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Signatures

 

Pursuant to the requirements of the Securities Act of 1933, 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 New York, New York, on February 26, 2004.

 

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated as of February 26, 2004.

 

Signature		Title
/s/ David F. Dyer David F. Dyer		Chief Executive Officer, President and Director
/s/ Joel J. Horowitz Joel J. Horowitz		Chairman of the Board and Director
/s/ Thomas J. Hilfiger Thomas J. Hilfiger		Honorary Chairman of the Board, Principal Designer and Director
/s/ Clinton V. Silver Clinton V. Silver		Director
/s/ David Tang David Tang		Director
/s/ Robert T. T. Sze Robert T. T. Sze		Director
/s/ Joseph Scirocco Joseph Scirocco		Chief Financial Officer, Senior Vice President and Treasurer (Principal Financial Officer)
/s/ James P. Reilly James P. Reilly		Vice President and Corporate Controller (Principal Accounting Officer)

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Exhibit Index

 

Exhibit Number		Description
5		Opinion of Harney Westwood & Riegels
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Harney Westwood & Riegels (included in their opinion filed as Exhibit 5)