Delaware
(State or other jurisdiction of
incorporation or organization)
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13-1166910
(I.R.S. Employer Identification Number)
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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)
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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)
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Martha N. Steinman, Esq.
Hogan Lovells US LLP
875 Third Avenue
New York, NY 10022
(212) 918-3000
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Title of Each Class of Securities to be Registered
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Amount to be Registered
(4)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock, par value $1.00 per share:
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||||
-
Outstanding options under the Warnaco Plans
(1)
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443,346
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$114.61
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$50,811,885
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$6,930.74
(5)
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-
All other awards under the Warnaco
Plans
(2)
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136,677
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$120.43
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$16,460,011
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$2,245.15
(6)
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-
To be issued in the future
(3)
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862,917
|
$120.43
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$103,921,094
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$14,174.84
(6)
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TOTAL
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1,442,940
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$23,350.72
(7)
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1.
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Represents shares of PVH Corp. (“PVH”) common stock to be issued pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among PVH, Wand Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of PVH, and The Warnaco Group, Inc., a Delaware corporation (“Warnaco”), pursuant to which Wand Acquisition Corp. will merge with and into Warnaco (the “Merger”). These shares underlie current outstanding option awards issued by Warnaco under (i) The Warnaco Group, Inc. 2003 Stock Incentive Plan, effective May 28, 2003 (the “2003 Warnaco Plan”) and (ii) The Warnaco Group, Inc. 2005 Stock Incentive Plan, as amended and restated effective May 23, 2009 (the “2005 Warnaco Plan” and, together with the 2003 Warnaco Plan, the “Warnaco Plans”) and assumed by PVH in connection with the Merger.
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2.
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Represents shares of PVH common stock to be issued pursuant to the Merger Agreement. These shares underlie certain outstanding restricted stock awards, restricted stock units, performance shares and performance shares units awarded under the 2005 Warnaco Plan and assumed by PVH in connection with the Merger.
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3.
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PVH assumed in the Merger the 1,412,534 shares of Warnaco stock representing the authorized but unissued share reserve under the 2005 Warnaco Plan previously approved by Warnaco stockholders. After applying the Stock Award Exchange Ratio (as defined in the Merger Agreement), these shares represent 862,917 shares of PVH common stock that may be granted to former employees of Warnaco who remain employed by PVH
and/or any of its affiliates, including Warnaco, following the Merger.
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4.
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In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction.
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5.
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Determined on the basis of the weighted average exercise price of $114.61 per share for the 443,346 shares issuable upon exercise of currently outstanding options, solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
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6.
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Determined on the basis of the average of the high and low sale price of PVH common stock as reported in the consolidated reporting system on February 12, 2013 of $120.43 for the 136,677 shares referenced in footnote 2 and the 862,917 shares referenced in footnote 3
,
solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
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7.
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Pursuant to Rule 457(p) under the Securities Act, the Registrant paid a registration fee which included $8,666.79 to register the 580,023 shares of PVH Common Stock to be issued under the Warnaco Plans in connection with the Form S-4 filed on December 4, 2012 (SEC File No. 333-185251) which are included herein. Accordingly, the fee for this Registration Statement is offset by that amount and the remaining fee of $14,683.93 is paid herewith.
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(a)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 29, 2012, filed March 28, 2012 (SEC File No. 001-07572);
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(b)
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The Registrant’s Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarter ended May 1, 2011, filed February 10, 2012 (SEC File No. 001-07572);
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(c)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2012, filed June 7, 2012 (SEC File No. 001-07572);
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(d)
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The Registrant’s Quarterly Report on Form 10-Q/A (Amendment No. 2) for the quarter ended May 1, 2011, filed June 19, 2012 (SEC File No. 001-07572);
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(e)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2012, filed September 6, 2012 (SEC File No. 001-07572);
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(f)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 28, 2012, filed November 28, 2012 (SEC File No. 001-07572);
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(g)
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The Registrant’s Current Report on Form 8-K, filed February 3, 2012 (SEC File No. 001-07572);
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(h)
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The Registrant’s Current Report on Form 8-K, filed February 14, 2012 (SEC File No. 001-07572);
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(i)
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The Registrant’s Current Report on Form 8-K, filed June 25, 2012 (SEC File No. 001-07572);
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(j)
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The Registrant’s Current Report on Form 8-K, filed November 2, 2012 (SEC File No. 001-07572);
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(k)
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The Registrant’s Current Report on Form 8-K, filed November 13, 2012 (SEC File No. 001-07572);
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(l)
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The Registrant’s Current Report on Form 8-K, filed December 6, 2012 (SEC File No. 001-07572);
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(m)
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The Registrant’s Current Report on Form 8-K, filed December 7, 2012 (SEC File No. 001-07572);
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(n)
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The Registrant’s Current Report on Form 8-K, filed December 20, 2012 (SEC File No. 001-07572);
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(o)
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The information in respect of the Registrant’s Common Stock under the caption “Description of Capital Stock” contained in the Registrant’s Registration Statement on Form S-3 (Registration No. 33-46770) filed on March 27, 1992.
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Exhibit
Number
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Description of Exhibit
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4.1
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Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 1981).
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5.1
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Opinion of Mark D. Fischer, Esq., General Counsel.
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23.1
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Consent of Mark D. Fischer, Esq., General Counsel (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP.
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Signature
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Title
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/s/ Emanuel Chirico
|
||
Emanuel Chirico
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Chairman and Chief Executive Officer; Director (Principal Executive Officer)
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/s/ Michael Shaffer
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Michael Shaffer
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Executive Vice President and Chief Operating & Financial Officer (Principal Financial Officer)
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/s/ Bruce Goldstein
|
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Bruce Goldstein
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Senior Vice President and Controller (Principal Accounting Officer)
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/s/ Mary Baglivo
|
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Mary Baglivo
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Director
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/s/ Juan R. Figuereo
|
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Juan R. Figuereo
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Director
|
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/s/ Joseph B. Fuller
|
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Joseph B. Fuller
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Director
|
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/s/ Fred Gehring
|
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Fred Gehring
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Director
|
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/s/ Margaret L. Jenkins
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Margaret L. Jenkins
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Director
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/s/ Bruce Maggin
|
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Bruce Maggin
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Director
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/s/ Helen McCluskey
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Helen McCluskey
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Director
|
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/s/ V. James Marino
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V. James Marino
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Director
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/s/ Henry Nasella
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Henry Nasella
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Director
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/s/ Rita M. Rodriguez
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Rita M. Rodriguez
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Director
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/s/ Craig Rydin
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Craig Rydin
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Director
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Exhibit
Number
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Description of Exhibit
|
4.1
|
Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 1981).
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5.1
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Opinion of Mark D. Fischer, Esq., General Counsel.
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23.1
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Consent of Mark D. Fischer, Esq., General Counsel (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP.
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