0000078239-18-000028.txt : 20181018 0000078239-18-000028.hdr.sgml : 20181018 20181018161954 ACCESSION NUMBER: 0000078239-18-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181018 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181018 DATE AS OF CHANGE: 20181018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVH 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07572 FILM NUMBER: 181128527 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 FORMER COMPANY: FORMER CONFORMED NAME: PHILLIPS VAN HEUSEN CORP /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 eightkitem504notice101818.htm 8-K RE: ITEM 5.04 NOTICE



UNITED STATES
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): October 18, 2018



PVH CORP.
(Exact name of registrant as specified in its charter)


Delaware
  
001-07572
  
13-1166910
(State or other jurisdiction of
 incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
200 Madison Avenue, New York, New York
  
10016
(Address of principal executive offices)
  
(Zip Code)


 (Registrant's telephone number, including area code) (212) 381-3500

Not applicable
(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):

 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Item 5.04. Temporary Suspension of Trading under Registrant's Employee Benefit Plans.
On October 18, 2018, PVH Corp. ("PVH") sent a notice (the "Blackout Notice") to its directors and officers (as defined under Rule 16-1(f) promulgated under the Securities Exchange Act of 1934, as amended) informing them of a blackout period that will begin at 4:00 P.M. EST on November 19, 2018 and end the week of December 9, 2018 (the "Blackout Period"). The Blackout Period is being imposed to allow for the transfer of administrative records in connection with a change in record keepers for the PVH Associates Investment Plan, the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico and the PVH Supplemental Savings Plan (the "Plans").
During the Blackout Period, participants in the Plans will have limited access to their accounts, and will be unable to check their account balances, transfer or diversify their investments or obtain a loan, withdrawal or distribution from their Plan accounts. The Blackout Notice informed the directors and officers that, during the Blackout Period, they will be prohibited from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring any equity security of PVH acquired in connection with their service as a director or employment as an officer.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, PVH security holders and other interested persons may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting Mark D. Fischer, Executive Vice President and General Counsel at (212) 381-3509 or in writing at 200 Madison Avenue, New York, New York 10016.
A copy of the Blackout Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit No.     Description of Exhibit



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.


 
PVH CORP.
   
By:    
/s/ Mark D. Fischer
 
Mark D. Fischer, Executive Vice President



Date: October 18, 2018

 EX-99.1 2 exhibit991blackoutnotice.htm EXHIBIT 99.1 BLACKOUT NOTICE DATED OCTOBER 18, 2018.
EXHIBIT 99.1


October 18, 2018

To: Directors and Executive Officers of PVH Corp.

Re: Notice of Blackout Period

The purpose of this notice is to inform you of a "blackout period" under the PVH Associates Investment Plan, the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico and the PVH Supplemental Savings Plan (the "Plans"), during which you will be prohibited from engaging in transactions involving equity securities of PVH Corp. (the "Company") acquired in connection with your service as a director or employment as an executive officer of the Company. We are required to provide this notice to you under Rule 104 of Regulation BTR promulgated by the U.S. Securities and Exchange Commission pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002.

Reason for the Blackout Period

The blackout period is being imposed to allow for the transfer of administrative records in connection with a change in record keepers for the Plans.

Length of Blackout Period

The blackout period will begin at 4:00 P.M. Eastern Time on November 19, 2018 and will end the week of December 9, 2018.  Directors, executive officers, security holders and other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting Mark D. Fischer, Executive Vice President and General Counsel at (212) 381-3509 or in writing at 200 Madison Avenue, New York, New York 10016.

Impact on Plan Participant Rights

During the Blackout Period, Plan participants will have limited access to their accounts, and will be unable to check their account balances, transfer or diversify their investments or obtain a loan, withdrawal or distribution from their Plan accounts.

Restrictions on Directors and Executive Officers During the Blackout Period

During the blackout period, directors and executive officers of the Company will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. These restrictions generally prohibit the direct or indirect purchase, sale, or other acquisition or transfer of any equity security of the Company acquired in connection with your service as a director or employment as an executive officer of the Company. Please note that "equity securities" is defined broadly to include not only the Company's common stock, but also stock options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but also include any transaction in which you have a pecuniary interest, such as transactions by immediate family members living in your household.

Questions or Additional Information

If you have questions regarding this notice, the blackout period, or the restrictions described above, please contact Mark D. Fischer, Executive Vice President and General Counsel at (212) 381-3509 or in writing at 200 Madison Avenue, New York, New York 10016.