As filed with the Securities and Exchange Commission on September 22, 2003

Registration No. 333-      

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

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 **13-1155910**(State or Other Jurisdiction of **(I.R.S Employer**Incorporation or Organization) **Identification Number)
**200 Madison Avenue

New York, New York 10016

(Address of Principal Executive Offices)**
___________________
**Phillips-Van Heusen Corporation

2003 Stock Option Plan

(Full Title of the Plan)**
___________________
**Mark D. Fischer, Esq.

Vice President, Secretary

  and General Counsel

200 Madison Avenue

New York, New York  10016

(212) 381-3500**
(Name, Address and Telephone

Number of Agent for Service)

___________________
**CALCULATION OF REGISTRATION FEE**
Title of securities to

be registered
Amount to be

registered
Proposed maximum offering price per share*
Proposed maximum aggregate offering price*
Amount of registration fee
Common Stock, par value $1.00 per share.................
5,400,000
$14.41
$77,814,000
$6,296
* Estimated solely for the purpose of calculating the registration fee.  Computed pursuant to Rule 457(c) and (h), upon thebasis of the average of the high and low prices of the registrant's Common Stock as reported in the consolidated reporting system for the NewYork Stock Exchange on September 18 , 2003.  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statementcovers, in addition to the number of shares stated above, an indeterminate number of shares which may be issued pursuant to the Phillips-VanHeusen Corporation 2003 Stock Option Plan listed above as the result of any future stock split, stock dividend or similar adjustment of theCommon Stock.**PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.**
We are subject to the informational requirements of the Securities Exchange Act.  In accordance therewith, we file reports and otherinformation with the SEC.  The following documents, or portions thereof, filed by us with the SEC pursuant to the Exchange Act are incorporatedby reference in this Registration Statement:
- our Annual Report on Form 10-K for the fiscal year ended February 2, 2003, filed on April 21, 2003;
- our Current Report on Form 8-K filed on February 26, 2003; 
- our Current Report on Form 8-K/A filed on April 22, 2003; 
- our Current Report on Form 8-K filed on May 1, 2003; 
- our Current Report on Form 8-K filed on May 5, 2003; 
- our Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2003, filed on June 18, 2003;
- our Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2003, filed on September 17, 2003; and
- the information in respect of our Common Stock under the caption "Description of Capital Stock" contained in our Registration Statement onForm S-3 (Registration No. 33-46770) filed on March 27, 1992.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filingof a post-effective amendment hereto indicating that all securities offered have been sold or which deregisters all securities then remainingunsold, are deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from therespective dates of filings of such documents.
**Item 4.  Description of Securities.**
	Not applicable.
**Item 5.  Interests of Named Experts and Counsel.**
	Not applicable.

 

 

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**Item 6.  Indemnification of Directors and Officers.**
Our by-laws provide that we may indemnify any person to the full extent permitted by the Delaware General Corporation Law, the law ofthe state in which we are incorporated.  Section 145 of the Delaware General Corporation Law empowers a corporation, within certainlimitations, to indemnify any person against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually andreasonably incurred by him in connection with any suit or proceeding to which he is a party by reason of the fact that he is or was a director,officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agentof another corporation, partnership, joint venture, trust or other enterprise, as long as he acted in good faith and in a manner which hereasonable believed to be in, or not opposed to, the best interests of the corporation.  With respect to any criminal proceeding, he must havehad no reasonable cause to believe his conduct was unlawful.  In addition, our Certificate of Incorporation provides for a director or officerto be indemnified unless his acts (1) constituted a breach of his fiduciary duties to us or our stockholders, (2) were committed in bad faithor were the result of active or deliberate dishonesty, (3) violated Section 174 of the Delaware General Corporation Law or (4) resulted in apersonal gain or financial profit or other advantage to which he is not legally entitled.  We also have in effect directors' and officers'liability insurance.**Item 7.  Exemption from Registration Claimed.

	Not applicable.
**Item 8.  Exhibits.**
Exhibit Number	Description
4.1	Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to our Annual Report on Form 10-K for the fiscalyear ended January 31, 1981).

4.2	Preferred Stock Purchase Rights Agreement (the "Rights Agreement"), dated June 10, 1986 between Phillips-Van Heusen Corporation andThe Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit 3 to our Quarterly Report on Form 10-Q for the period ended May 4,1986).

4.3	Amendment to the Rights Agreement, dated March 31, 1987 between Phillips-Van Heusen Corporation and The Chase Manhattan Bank, N.A.(incorporated by reference to Exhibit 4(c) to our Annual Report on Form 10-K for the year ended February 2, 1987).

4.4	Supplemental Rights Agreement and Second Amendment to the Rights Agreement, dated as of July 30, 1987, between Phillips-Van HeusenCorporation and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4) to our Schedule 13E-4, Issuer Tender OfferStatement, dated July 31, 1987).

4.5	Third Amendment to Rights Agreement, dated June 30, 1992, from Phillips-Van Heusen Corporation to The Chase Manhattan Bank, N.A. andThe Bank of New York (incorporated by reference to Exhibit 4.5 to our Quarterly Report on Form 10-Q for the period ended April 30, 2000).

 

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4.6	Notice of extension of the Rights Agreement, dated June 5, 1996, from Phillips-Van Heusen Corporation to The Bank of New York(incorporated by reference to Exhibit 4.13 to our Quarterly Report on Form 10-Q for the period ended April 28, 1996).

4.7	Fourth Amendment to Rights Agreement, dated April 25, 2000, from Phillips-Van Heusen Corporation to The Bank of New York(incorporated by reference to Exhibit 4.7 to our Quarterly Report on Form 10-Q for the period ended April 30, 2000).

4.8	Supplemental Rights Agreement and Fifth Amendment to the Rights Agreement dated February 12, 2003, between Phillips-Van HeusenCorporation and The Bank of New York (successor to The Chase Manhattan Bank, N.A.), as rights agent (incorporated by reference to Exhibit 4.1to our Current Report on Form 8-K, filed on February 26, 2003).

4.9	Registration Rights Agreement, dated as of February 12, 2003, by and among Phillips-Van Heusen Corporation, the Calvin Klein 2001Revocable Trust, Barry Schwartz, Trust for the Benefit of the Issue of Calvin Klein, Trust for the Benefit of the Issue of Barry Schwartz,Stephanie Schwartz-Ferdman and Jonathan Schwartz, and the Investors listed therein (incorporated by reference to Exhibit 10.7 to our CurrentReport on Form 8-K, filed on February 26, 2003).

+4.15	Phillips-Van Heusen Corporation 2003 Stock Option Plan, as amended through June 10, 2003.

+5.1	Opinion of Mark D. Fischer, General Counsel.

+15.1	Letter re Unaudited Interim Financial Information.

+23.1 	Consent of Mark D. Fischer, General Counsel (included in Exhibit 5.1).

+23.2	Consent of Ernst & Young LLP.

+23.3	Consent of PricewaterhouseCoopers LLP.

_______________

+	Filed herewith.
**ITEM 9.  UNDERTAKINGS**
The undersigned registrant hereby undertakes:  (1)  to file, during any period in which offers or sales are being made, apost-effective amendment to this registration statement to include any material information with respect to the plan of distribution of thesecurities being registered hereby not previously disclosed in the registration statement or any material change to such information in theregistration statement; (2)  that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effectiveamendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial *bona fide* offering thereof; and (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.

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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filingof our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in theregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of suchsecurities at that time shall be deemed to be the initial *bona fide* offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controllingpersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of theSecurities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expensesincurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) isasserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in theopinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whethersuch indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudicationof such issue.
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**SIGNATURES**
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds tobelieve 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 behalfby the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 18th day of September 2003.

PHILLIPS-VAN HEUSEN CORPORATION

 
By	/s/Bruce J. Klatsky
Bruce J. Klatsky
*Chairman and Chief Executive Officer*
 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the followingpersons in the capacities and on the dates indicated.

Signature 
Title 
Date
/s/Bruce J. Klatsky		

Bruce J. Klatsky 
Chairman and Chief Executive Officer; Director 
September 18, 2003
/s/Mark Weber		**************