As filed with the Securities and Exchange Commission on September 25, 2006
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________
MOVADO GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-2595932
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
___________
650 FROM ROAD 07652
PARAMUS, NEW JERSEY (Zip Code)
(Address of Principal Executive Office)
MOVADO GROUP, INC. DEFERRED COMPENSATION PLAN
FOR EXECUTIVES
(Full title of the plan)
__________________
TIMOTHY F. MICHNO
GENERAL COUNSEL
MOVADO GROUP, INC.
650 FROM ROAD
PARAMUS, NEW JERSEY 07652
(Name and address of agent for service)
(201) 267-8000
(Telephone number, including area code, of agent for service)
__________________
Copy to:
LAWRENCE G. WEE, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
(212) 373-3000
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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Common Stock, par value $0.01
per share (1)........... 67,000 $23.43 (2) $1,569,810 (3) $184.77
- ---------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations(4).......... $14,000,000 100% $14,000,000 $1,647.80
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- -----------------------------
(1) Represents Common Stock issuable under the Movado Group, Inc. Deferred
Compensation Plan for Executives.
(2) Estimated solely for purposes of calculating the registration fee and
calculated pursuant to Rule 457(c), based on the average of the high and
low sale prices of the Common Stock on September 18, 2006 as reported on
the New York Stock Exchange.
(3) Estimated solely for purposes of calculating the registration fee.
(4) The Deferred Compensation Obligations are unsecured obligations of Movado
Group, Inc. to pay deferred compensation in the future in accordance with
the terms of the Movado Group, Inc. Deferred Compensation Plan for
Executives.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the registrant, Movado
Group, Inc. (the "Registrant"), is filing this registration statement with
respect to the issuance of (i) an additional 67,000 shares of its Common Stock,
par value $0.01 per share (the "Common Stock") issuable under the Movado Group,
Inc. Deferred Compensation Plan For Executives (the "Plan") and (ii) an
additional $14,000,000 of deferred compensation obligations (the "Deferred
Compensation Obligations") which represent general unsecured obligations of the
Company to pay certain compensation amounts in the future to participating
employees in accordance with the terms of the Plan. On October 11, 1996, the
Registrant filed a registration statement (the "Original Registration
Statement") on Form S-8 (File No. 333- 13927) with respect to the issuance of
the Common Stock and the Deferred Compensation Obligations under the Plan. The
contents of the Original Registration Statement are hereby incorporated in this
registration statement by reference.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Movado
Group, Inc. 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 the City of Paramus, State of New Jersey on this 25th day
of September, 2006.
MOVADO GROUP, INC.
By: /s/ Gedalio Grinberg
----------------------------------------
Name: Gedalio Grinberg
Title: Chairman of the Board of Directors
Each person whose signature appears below constitutes and appoints
Efraim Grinberg, Richard J. Cote and Timothy F. Michno, and each of them as his
or her attorney, with full power of substitution and resubstitution, for and in
his or her name, place and stead, to sign and file the proposed Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration, with full power
and authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of such attorney or any such substitute.
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
--------- -----
/s/ Gedalio Grinberg Chairman of the Board of Directors
- -----------------------
Gedalio Grinberg
/s/ Efraim Grinberg President and Chief Executive Officer
- --------------------------
Efraim Grinberg
/s/ Richard J. Cote Executive Vice President and Chief
- -------------------------- Operating Officer
Richard J. Cote
/s/ Eugene J. Karpovich Senior Vice President and Chief Financial
- -------------------------- Officer
Eugene J. Karpovich
/s/ Margaret Hayes Adame Director
- --------------------------
Margaret Hayes Adame
/s/ Donald Oresman Director
- --------------------------
Donald Oresman
/s/ Leonard L. Silverstein Director
- --------------------------
Leonard L. Silverstein
2
SIGNATURE TITLE
--------- -----
/s/ Alan H. Howard Director
- --------------------------
Alan H. Howard
/s/ Nathan Leventhal Director
- --------------------------
Nathan Leventhal
/s/ Richard D. Isserman Director
- --------------------------
Richard D. Isserman
3
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- -------- ---------------------------------------------- -----------
5 -- Opinion of Timothy F. Michno regarding
legality of the securities being registered
23(a) -- Consent of PricewaterhouseCoopers LLP
23(b) -- Consent of Timothy F. Michno (included in the
opinion filed as Exhibit 5)
24 -- Power of Attorney (included on signature page
of this Registration Statement)
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EXHIBIT 5
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[LETTERHEAD OF MOVADO GROUP]
September 25, 2006
Movado Group, Inc.
650 From Road
Paramus, NJ 07652
Ladies and Gentlemen:
I am counsel to Movado Group, Inc., a New York corporation (the
"Company"), and I am rendering this opinion in connection with the proposed
issuance of (i) up to 67,000 shares (the "Shares") of Common Stock, par value
$0.01 per share, of the Company under the Movado Group, Inc. Deferred
Compensation Plan For Executives (the "Plan") and (ii) up to $14,000,000 of
deferred compensation obligations (the "Deferred Compensation Obligations")
which represent general unsecured obligations of the Company to pay certain
compensation amounts in the future to participating employees in accordance
with the terms of the Plan and the registration of the Shares and the Deferred
Compensation Obligations on the Registration Statement on Form S-8 (the
"Registration Statement"), filed by the Company under the Securities Act of
1933, as amended.
I have examined the Registration Statement and the prospectus related
to the Plan. In addition, I have examined, and have relied as to matters of
fact upon, original or copies, certified or otherwise identified to my
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other
and further investigations, as I have deemed relevant and necessary as a basis
for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I hereby advise you that in my opinion: (i) the
Shares have been duly authorized by the Company and, when issued in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable and (ii) the Deferred Compensation Obligations, when established
pursuant to the terms of the Plan, will be valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms and the terms of the Plan, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and subject to
general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
I am a member of the Bar of the State of New York and do not express
any opinion herein concerning any law other than the law of the State of New
York and the federal law of the United States.
This opinion is rendered to you in connection with the above described
transactions. This opinion may not be relied upon by you for any other purpose,
or relied upon by or furnished to, any other person, firm or corporation
without my prior written consent.
I hereby consent to the filing of this opinion of counsel as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Timothy F. Michno
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Timothy F. Michno
General Counsel
EXHIBIT 23(a)
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 12, 2006 relating
to the financial statements, financial statement schedule, management's
assessment of the effectiveness of internal control over financial reporting
and the effectiveness of internal control over financial reporting, of Movado
Group Inc., which appears in Movado Group Inc.'s Annual Report on Form 10 K for
the year ended January 31, 2006.
/s/ PricewaterhouseCoopers LLP
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Florham Park, New Jersey
September 25, 2006