UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 12, 2004
POLO RALPH LAUREN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13057 13-2622036
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(Commission File Number) (IRS Employer Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 318-7000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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
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|_| 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))
ITEM 8.01. OTHER EVENTS
On August 12, 2004, the stockholders of Polo Ralph Lauren
Corporation (the "Corporation") approved the amendment and restatement of the
Corporation's 1997 Long-Term Stock Incentive Plan, as amended (the "Plan"), in
the form approved by the Corporation's Board of Directors (the "Board"), subject
to stockholder approval, on July 1, 2004. The material changes effected by the
amendment and restatement of the Plan were described in the Corporation's Notice
of Annual Meeting of Stockholders and Proxy Statement dated July 2, 2004.
At its meeting held on August 12, 2004 following the Annual Meeting
of Stockholders, the Board, acting in accordance with the terms of the Plan and
the New York Stock Exchange's rules on stockholder approval of equity
compensation plans, further amended the Plan, without the need to submit the
amendments to the stockholders for approval, to provide that:
(i) Without stockholder approval, no outstanding option granted
under the Plan may be amended or modified to reduce its exercise
price, and the Committee (as defined in the Plan) may not take any
other action that is considered a "repricing" under generally
accepted accounting principles or the stockholder approval rules of
any applicable stock exchange.
(ii) Except with respect to a maximum of five percent (5%) of the
shares authorized under the Plan, any full value awards that vest
solely on the basis of the Participant's (as defined in the Plan)
continued employment with, or provision of services to, the
Corporation shall not provide for vesting that is any more rapid
than annual pro rata vesting over a three (3) year period, and any
full value awards granted under the Plan that vest upon the
attainment of performance goals shall provide for a performance
period of at least twelve (12) months. For purposes of this
amendment, "Full value award" means an award, other than in the form
of an ISO, NQSO or SAR, that is settled by the issuance of Shares
(as defined in the Plan). Subject to the rights of any Participant
under any currently outstanding award, vesting for full value awards
may only be accelerated for (i) death, disability, retirement or
other termination of employment of the Participant or (ii) a Change
of Control (as defined in the Plan).
(iii) Any material revision to the Plan requires stockholder
approval. A "material revision" includes the actions that are
identified as constituting material revisions under the NYSE's
stockholder approval requirements for equity plans as in effect on
August 12, 2004.
The Board also directed management to restate the Plan to reflect
the foregoing amendments. The Plan, as restated to reflect both the amendment
and restatement approval by the Corporation's stockholders on August 12, 2004
and the further amendments approved by the Board on that day, is attached as
Exhibit 99.1 to this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 1997 Long-Term Stock Incentive Plan (as
Amended and Restated as of August 12, 2004)
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.
POLO RALPH LAUREN CORPORATION
Date: September 30, 2004 By: /s/ Gerald M. Chaney
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Name: Gerald M. Chaney
Title: Senior Vice President of Finance
and Chief Financial Officer
EXHIBIT INDEX
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99.1 1997 Long-Term Stock Incentive Plan (as Amended and Restated
as of August 12, 2004)