As filed with the Securities and Exchange Commission on August 17, 1998.
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)
6/F Precious Industrial Centre
18 Cheung Yue Street
Cheung Sha Wan, Kowloon
Hong Kong
(Address of Principal Executive Offices)
TOMMY HILFIGER U.S.A.
1992 STOCK INCENTIVE PLAN
AND
TOMMY HILFIGER (EASTERN HEMISPHERE) LIMITED
1992 STOCK INCENTIVE PLAN
(Full Title of the Plans)
Mr. Joel J. Horowitz
Chief Executive Officer
Tommy Hilfiger U.S.A., Inc.
25 West 39th Street
New York, New York 10018
(212) 840-8888
(Name, Address and Telephone Number 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
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION> PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------- ---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Ordinary Shares, par
value $.01 per share 1,500,000 shares $55.34375 $83,015,625.00 $24,489.61
(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 August 14, 1998.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This Registration Statement is being filed pursuant to General
Instruction E of Form S-8 in order to register additional securities of the
same class as other securities for which a registration statement on this
form relating to the same employee benefit plans is effective.
<PAGE>
On December 14, 1995, the Registrant filed a registration
statement on Form S-8 (File No. 33-80439) to register 1,000,000
Ordinary Shares, par value $.01 per share ("Ordinary Shares"), which
were issuable under the Registrant's stock incentive plans. On
February 3, 1997, the Registrant filed a registration statement on
Form S-8 (File No. 333-20993) to register an additional 500,000
Ordinary Shares under the stock incentive plans. On December 15, 1997,
the Registrant filed a registration statement on Form S-8 (File No.
333-42241) to register an additional 750,000 Ordinary Shares under the
stock incentive plans. The contents of those registration statements
are incorporated herein by reference. The Registrant is filing this
separate Registration Statement to register an additional 1,500,000
Ordinary Shares which may be issued under the stock incentive plans.
ITEM 8. EXHIBITS.
Exhibit Number Description
4.1 Tommy Hilfiger U.S.A. 1992 Stock Incentive Plan,
as amended and restated (previously filed as
Exhibit 10.5 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31,
1998 and incorporated herein by reference)
4.2 Tommy Hilfiger (Eastern Hemisphere)
Limited 1992 Stock Incentive Plan, as
amended and restated (previously filed
as Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended March 31, 1998 and incorporated
herein by reference)
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 Ex-
hibit 5)
<PAGE>
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
August 17, 1998.
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.
SIGNATURE TITLE DATE
/S/ SILAS K.F. CHOU Chairman of the Board August 17, 1998
(Silas K.F. Chou)
/S/ THOMAS J. HILFIGER Director and Honorary August 17, 1998
(Thomas J. Hilfiger) Chairman of the Board
/S/ JOEL J. HOROWITZ Director, Chief August 17, 1998
(Joel J. Horowitz) Executive Officer and
President (principal
executive officer)
<PAGE>
/S/ BENJAMIN M.T. NG Director, Chief August 17, 1998
(Benjamin M.T. Ng) Financial Officer,
Executive Vice
President - Strategic
Development and
Assistant Secretary
(principal financial
officer)
/S/ LAWRENCE S. STROLL Director August 17, 1998
(Lawrence S. Stroll)
(Ronald K.Y. Chao) Director
(Lester M.Y. Ma) Director
(Joseph M. Adamko) Director
/S/ CLINTON V. SILVER Director August 17, 1998
(Clinton V. Silver)
/S/ SIMON MURRAY Director August 17, 1998
(Simon Murray)
/S/ JOSEPH SCIROCCO Senior Vice President August 17, 1998
(Joseph Scirocco) and Treasurer
(principal accounting
officer)
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Tommy Hilfiger U.S.A. 1992 Stock
Incentive Plan, as amended and
restated (previously filed
as Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 1998 and
incorporated herein by reference)
4.2 Tommy Hilfiger (Eastern Hemisphere) Limited
1992 Stock Incentive Plan, as
amended and restated (previously filed
as Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 1998 and
incorporated herein by reference)
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)
EXHIBIT 5
[Letterhead of Harney, Westwood & Riegels]
14 August, 1998
Securities Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
U.S.A.
Dear Sirs,
Re: REGISTRATION STATEMENT ON FORM S-8 FILED BY
TOMMY HILFIGER CORPORATION RELATING TO THE
TOMMY HILFIGER U.S.A. AND TOMMY HILFIGER
(EASTERN HEMISPHERE) LIMITED 1992 STOCK INCENTIVE PLANS
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 (the "Act"), of the Ordinary Shares, par value $.01 per share
(the "Ordinary Shares"), of the Company issuable under the Tommy Hilfiger U.S.A.
1992 Stock Incentive Plan, as amended and restated, and the Tommy Hilfiger
(Eastern Hemisphere) Limited 1992 Stock Incentive Plan, as amended and restated
(together the "Plans").
For the purpose of this opinion, we have examined originals or copies of the
Plans, 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 4th
May, 1998, 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 abovementioned 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 7,720,000 Ordinary
Shares of the Company when issued pursuant
<PAGE>
Securities and Exchange Commission
Division of Corporation Finance
Page 2
14th August, 1998
to the terms of the Plans 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 Plans.
Yours faithfully,
HARNEY, WESTWOOD & RIEGELS
/s/ Hazel-Dawn Hewlett
Hazel-Dawn Hewlett.
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 20, 1998, appearing under Item 8
of the Tommy Hilfiger Corporation Annual Report on Form 10-K for the fiscal year
ended March 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
August 14, 1998
