UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 11, 2004
TOMMY HILFIGER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
BRITISH VIRGIN
ISLANDS 1-11226 98-0372112
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
9/F, NOVEL INDUSTRIAL BUILDING, 850-870 LAI CHI KOK ROAD, CHEUNG SHA WAN,
KOWLOON, HONG KONG
(Address of principal executive offices)
852-2216-0668
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.02(c) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On November 11, 2004, Tommy Hilfiger Corporation (the "Company") announced
that it had entered into a letter agreement with Mr. Robert Rosenblatt on
November 4, 2004, providing for his employment as Group President and Chief
Operating Officer of Tommy Hilfiger U.S.A.,Inc., and Chief Operating Officer of
the Company.
Under the terms of the letter agreement, Mr. Rosenblatt will receive an annual
base salary of $750,000, subject to annual review, and will be eligible to
participate in the Company's Incentive Compensation Plan beginning in fiscal
year 2006, with incentive levels set at 100% of his base salary. Mr. Rosenblatt
will participate in all benefit plans and programs the Company provides to all
employees in accordance with their terms and conditions as they may be modified
by the Company from time to time. The letter agreement further provides that Mr.
Rosenblatt will be reimbursed for up to seven months of temporary housing (up to
$50,000) and reasonable relocation expenses.
Mr. Rosenblatt also received a signing bonus of $350,000 in connection with the
execution of the letter agreement. In the event that Mr. Rosenblatt resigns or
his employment is terminated by the Company for cause (as defined in the letter
agreement) within the first year of his employment with the Company, he is
required to repay the Company within 30 days of his resignation or termination a
proportionate amount of such signing bonus.
On the date of execution of his letter agreement, Mr. Rosenblatt was granted
225,000 options to purchase shares of the Company's ordinary stock subject to
the terms and conditions of the Company's 2003 Incentive Compensation Plan (the
"2003 Plan") and 25,000 shares of restricted stock subject to the terms and
conditions of the Company's 2001 Stock Incentive Plan. In addition, pursuant to
the terms of the letter agreement, on each of April 1, 2005 and April 1, 2006,
Mr. Rosenblatt will be granted either (a) 175,000 stock options or (b) at the
discretion of the Company, such other award other than stock options (including,
but not limited to, cash, stock appreciation rights, restricted stock or
restricted stock units) comparable in value to the grant of 175,000 stock
options. Any stock options granted pursuant to the letter agreement will have an
exercise price equal to the Fair Market Value (as defined in the 2003 Plan) of
the Company's ordinary shares on the grant date. Each stock option grant under
the letter agreement will vest 25%, 25% and 50%, respectively, on each of the
first three anniversaries of the grant date for each grant. The restricted stock
granted under the letter agreement
shall vest in full on the third anniversary of the letter agreement. In the
event of a Change in Control (as defined in the 2003 Plan), all outstanding
stock options, restricted stock or other such stock awards granted to Mr.
Rosenblatt under the letter agreement shall become fully vested and exercisable.
If Mr. Rosenblatt is terminated for any reason other than his death, disability,
resignation or Cause (as defined in the letter agreement), and if Mr. Rosenblatt
executes a release and separation agreement satisfactory to the Company, Mr.
Rosenblatt will receive base salary continuation for 12 months from the date his
employment terminates. Such salary continuation will be offset by any
compensation and benefits Mr. Rosenblatt is entitled to receive from other
employment (including self employment) during the salary continuation period.
Following such termination, Mr. Rosenblatt will not be entitled to any bonus not
already paid or any other benefits provided by the letter agreement.
Prior to joining the Company, Mr. Rosenblatt held various senior executive
positions with the Home Shopping Network since 1997, including most recently as
President of the U.S. Division of the Home Shopping Network from March 2001 to
February 2004. From February 2004 until joining the Company, Mr. Rosenblatt
served as a consultant for the retail industry. Mr. Rosenblatt is 47 years old.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
TOMMY HILFIGER CORPORATION
By: /s/ Joseph Scirocco
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Name: Joseph Scirocco
Title: Chief Financial Officer,
Senior Vice President and
Treasurer
Date: November 11, 2004