0000898822-01-500754.txt : 20011112
0000898822-01-500754.hdr.sgml : 20011112
ACCESSION NUMBER: 0000898822-01-500754
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20011105
EFFECTIVENESS DATE: 20011105
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: HILFIGER TOMMY CORP
CENTRAL INDEX KEY: 0000888747
STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320]
IRS NUMBER: 000000000
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-72758
FILM NUMBER: 1774840
BUSINESS ADDRESS:
STREET 1: 6/F PRECIOUS INDUSTRIAL CENTRE
STREET 2: 18 CHEUNG YUE ST
CITY: CHEUNG SHA WAN KOWLO
STATE: K3
BUSINESS PHONE: 8522747798
MAIL ADDRESS:
STREET 1: 25 WEST 39TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10018
S-8
1
november5-s8.txt
FORM S-8
As filed with the Securities and Exchange Commission on November 5, 2001.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOMMY HILFIGER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
British Virgin Islands Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
11/F, Novel Industrial Building
850-870 Lai Chi Kok Road
Cheung Sha Wan, Kowloon, Hong Kong
(Address of Principal Executive Offices)
TOMMY HILFIGER CORPORATION
2001 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Mr. Joel J. Horowitz
Chief Executive Officer
Tommy Hilfiger U.S.A., Inc.
25 West 39th Street
New York, New York 10018
(Name and Address of Agent for Service)
Copy to:
Eric S. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
------------- ------------- ------------ -------- ---
Ordinary 3,500,000 $10.61 $37,135,000 $9,283.75
Shares, par shares
value $.01 per
share
----------
(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.
(2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
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 October 30,
2001.
2
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by Tommy Hilfiger Corporation
(the "Company") to participants in the Tommy Hilfiger Corporation 2001 Stock
Incentive 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 year ended March
31, 2001;
(b) The Company's (1) Quarterly Report on Form 10-Q for the period
ended June 30, 2001 and (2) Current Report on Form 8-K dated
June 29, 2001; and
(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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
3
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.
4
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 judgement, 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 judgements, fines and
5
amounts paid in settlement and reasonably incurred by the person in
connection with the proceedings.
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 the 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 the
Registration Statement;
6
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the 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 Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
7
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 St. James, Barbados, on October 29, 2001.
TOMMY HILFIGER CORPORATION
By: /s/ Joel J. Horowitz
---------------------------
Joel J. Horowitz
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Silas K.F. Chou Co-Chairman of the Board October 29, 2001
--------------------- and Director
(Silas K.F. Chou)
/s/ Lawrence S. Stroll Co-Chairman of the Board October 29, 2001
---------------------- and Director
(Lawrence S. Stroll)
/s/ Thomas J. Hilfiger Honorary Chairman of the October 29, 2001
---------------------- Board, Principal Designer
(Thomas J. Hilfiger) and Director
/s/ Joel J. Horowitz Chief Executive Officer, October 29, 2001
-------------------- President and Director
(Joel J. Horowitz) (principal executive
officer and authorized
representative in the
United States)
Director
---------------------
(Ronald K.Y. Chao)
Director
-------------------
(Lester M.Y. Ma)
/s/ Joseph M. Adamko Director October 29, 2001
--------------------
(Joseph M. Adamko)
/s/ Clinton V. Silver Director October 29, 2001
---------------------
(Clinton V. Silver)
Director
-----------------
(Simon Murray)
8
/s/ Joel H. Newman Chief Financial Officer, October 29, 2001
------------------ Executive Vice President -
(Joel H. Newman) Finance and Operations and
Assistant Secretary
(principal financial
officer)
/s/ Joseph Scirocco Senior Vice President and October 29, 2001
------------------- Treasurer (principal
(Joseph Scirocco) accounting officer)
9
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)
10
EX-5
3
november5-exhibit5.txt
EXHIBIT 5 - OPINION
EXHIBIT 5
---------
[Letterhead of Harney Westwood & Riegels]
2 November 2001
Securities Exchange Commission
Division of Corporation Finance
Washington, DC 20549
USA
Dear Sirs
REGISTRATION STATEMENT ON FORM S-8 FILED BY
TOMMY HILFIGER CORPORATION RELATING TO THE
TOMMY HILFIGER CORPORATION 2001 STOCK INCENTIVE PLAN
We are British Virgin Islands counsel to Tommy Hilfiger Corporation, a company
incorporated under the laws of the British Virgin Islands (hereinafter called
the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of the Ordinary Shares, par value $0.01 per share (the
"Ordinary Shares"), of the Company issuable under the Tommy Hilfiger Corporation
2001 Stock Incentive Plan (the "Plan").
For the purpose of this opinion, we have examined originals or copies of the
Plan, the Memorandum and Articles of Association of the Company, a facsimile
copy of the resolutions of the Board of Directors of the Company adopted on 30
July 2001, a facsimile copy of the minutes of the compensation committee of the
Company dated 30 July 2001 and a facsimile copy of a Certificate of Inspector
of Elections in respect of a meeting of the shareholders of the Company held
on 29 October 2001 and such other corporate documents and records of the Company
as we have deemed relevant and necessary as a basis for this opinion.
For purposes of this opinion we have assumed the genuineness of all signatures
on all documents and the completeness, and the conformity to original documents,
of all copies submitted to us and that all representations of fact (other than
those opined on below) expressed in or implied by the documents are accurate. We
have also assumed that the resolutions above-mentioned continue in full force
and effect, having not been revoked by subsequent resolution.
On the basis of the foregoing, we are of the opinion that the 3,500,000 Ordinary
Shares of the Company when issued pursuant to the terms of the Plan will be
validly issued, fully paid and non assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.
Yours faithfully
HARNEY WESTWOOD & RIEGELS
/s/ Scott Ritter
EX-23
4
november5-exhibit231.txt
EXHIBIT 23.1 - CONSENT
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 18, 2001, appearing under Item 8
of the Tommy Hilfiger Corporation Annual Report on Form 10-K for the fiscal year
ended March 31, 2001.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
November 2, 2001