-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EDcG1pux1XmiytzaN6tHcmi1qtN8hlGyxf1rEm6q0JRzfSg10m73ZqX1Ox8jf6jf a/vSgPP4VAY+VP+3V24bEg== 0000078239-08-000038.txt : 20080626 0000078239-08-000038.hdr.sgml : 20080626 20080626162043 ACCESSION NUMBER: 0000078239-08-000038 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080626 DATE AS OF CHANGE: 20080626 EFFECTIVENESS DATE: 20080626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILLIPS VAN HEUSEN CORP /DE/ CENTRAL INDEX KEY: 0000078239 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 131166910 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-109000 FILM NUMBER: 08919600 BUSINESS ADDRESS: STREET 1: 200 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2123813500 MAIL ADDRESS: STREET 1: 200 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 S-8 POS 1 seightposteffective2003plan.htm

As filed with the Securities and Exchange Commission on June 26, 2008

Registration No. 333-109000

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________
Post-Effective Amendment No. 2

TO

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________

PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

13-1155910
(I.R.S. Employer Identification Number)

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)

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)


PHILLIPS-VAN HEUSEN CORPORATION
2003 STOCK OPTION PLAN
(Full title of the plan)
___________

With Copy to:

MARTHA N. STEINMAN, ESQ.
DEWEY & LeBOEUF LLP
1301 AVENUE OF THE AMERICAS

NEW YORK, NY 10019
(212) 259-8000

Explanatory Note

Phillips-Van Heusen Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 2 to its Registration Statement on Form S-8, Registration No. 333-109000, initially filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2003 (the “2003 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 2003 Form S-8 for issuance, offer or sale pursuant to the Registrant’s 2003 Stock Option Plan (the “2003 Plan”).  A total of 5,400,000 shares of Common Stock were registered for issuance, offer or sale under the 2003 Form S-8.

On June 13, 2006, the Registrant’s stockholders approved the Registrant’s 2006 Stock Incentive Plan (the “2006 Plan”).  Pursuant to the 2006 Plan, any shares of the Common Stock that become available under the 2003 Plan because of cancellations and terminations of outstanding options without exercise (other than by reason of expiration), are to be assigned to, and made available for issuance under, the 2006 Plan.  Between June 19, 2007 and June 18, 2008, 11,387 shares of Common Stock underlying outstanding options under the 2003 Plan were forfeited because of cancellations and terminations of such options.  Accordingly, these 11,387 shares of Common Stock are hereby deregistered.  The 2003 Form S-8, as amended by Post-Effective Amendment No. 1 thereto filed with the SEC on June 20, 2007 (deregistering 884,672 shares of Common Stock that were either (i) not subject to outst anding awards as of June 13, 2006 or (ii) forfeited between June 13, 2006 and June 18, 2007 because of 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 2003 Plan.  








SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Phillips-Van Heusen Corporation 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 26th day of June, 2008.

 

PHILLIPS-VAN HEUSEN CORPORATION

By:/s/ Emanuel Chirico

 

Emanuel Chirico

 

Chief Executive Officer


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 26th day of June, 2008.

Signature

 

Title


/s/ Emanuel Chirico

 

 

Emanuel Chirico

 

Chief Executive Officer; Director (Principal Executive Officer)


/s/ Michael Shaffer

 

 

Michael Shaffer

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer)


/s/ Bruce Goldstein

 

 

Bruce Goldstein

 

Senior Vice President and Controller (Principal Accounting Officer)


/s/ Mary Baglivo

 

 

Mary Baglivo

 

Director


/s/ Edward H. Cohen

 

 

Edward H. Cohen

 

Director


/s/ Joseph B. Fuller

 

 

Joseph B. Fuller

 

Director


/s/ Margaret L. Jenkins

 

 

Margaret L. Jenkins

 

Director


/s/ Bruce Maggin

 

 

Bruce Maggin

 

Director


/s/ V. James Marino

 

 

V. James Marino

 

Director







/s/ Henry Nasella

 

 

Henry Nasella

 

Director


/s/ Rita M. Rodriguez

 

 

Rita M. Rodriguez

 

Director


/s/ Craig Rydin

 

 

Craig Rydin

 

Director





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