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)
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650 FROM ROAD
PARAMUS, NEW JERSEY 07652
(Address, including Zip Code, of Registrant's Principal Executive Office)
MOVADO GROUP, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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TIMOTHY F. MICHNO
GENERAL COUNSEL
MOVADO GROUP, INC.
650 FROM ROAD
PARAMUS, NEW JERSEY 07652
(201) 267-8000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
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Copy to:
JUDITH R. THOYER, 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 AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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Common Stock, $0.01 par
value per share (2)...... 1,500,000 $19.92 $29,880,000 $2,749
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(1) 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 sales prices of the Common Stock on June 4, 2002 as reported on
the Nasdaq National Market.
(2) Represents Common Stock issuable under the Movado Group, Inc. 1996 Stock
Incentive Plan.
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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 an additional 1,500,000 shares of its Common Stock,
par value $0.01 per share (the "Common Stock"), under its 1996 Stock Incentive
Plan (the "Plan"). On June 16, 1999, the Registrant filed a registration
statement (the "Original Registration Statement") on Form S-8 (File No.
33-80789) with respect to the issuance of shares of Common Stock 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 23rd day of
May, 2001.
MOVADO GROUP, INC.
By: /S/ EFRAIM GRINBERG
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Name: Efraim Grinberg
Title: President and Chief Executive
Officer
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/ EFRAIM GRINBERG President and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
Efraim Grinberg
/S/ GEDALIO GRINBERG Chairman of the Board of Directors
- ----------------------------------
Gedalio Grinberg
/S/ RICHARD J. COTE Executive Vice President
- ---------------------------------- and Chief Operating Officer
Richard J. Cote
/S/ EUGENE KARPOVICH Senior Vice President and Chief
- ---------------------------------- Financial Officer
Eugene Karpovich (Chief Financial Officer and Principal
Accounting Officer)
/S/ MARGARET HAYES ADAME Director
- ----------------------------------
Margaret Hayes Adame
/S/ DONALD ORESMAN Director
- ----------------------------------
Donald Oresman
/S/ LEONARD L. SILVERSTEIN Director
- ----------------------------------
Leonard L. Silverstein
/S/ ALAN H. HOWARD Director
- ----------------------------------
Alan H. Howard
2
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
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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
3
EXHIBIT 5
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[LETTERHEAD OF MOVADO GROUP]
June 4, 2002
Movado Group, Inc.
650 From Road
Paramus, NJ 07071
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 up to 1,500,000 shares (the "Shares") of Common Stock, par value
$0.01 per share, of the Company under the Company's 1996 Stock Incentive Plan
(the "1996 Plan") and the registration of the Shares 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 prospectuses related
to the 1996 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:
1. The Shares have been duly authorized by the Company and, when issued
in accordance with the terms of the 1996 Plan, will be validly issued, fully
paid and nonassessable.
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 Movado Group, Inc. of our report dated
March 15, 2002 relating to the financial statements and financial statement
schedule, which appears in Movado Group Inc.'s Annual Report on Form 10-K for
the fiscal year ended January 31, 2002.
/S/ PRICEWATERHOUSE COOPERS LLP
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Florham Park, New Jersey
May 28, 2002
EXHIBIT 24
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POWER OF ATTORNEY
The undersigned Directors of Movado Group, Inc., a New York corporation
which proposes to file with the Securities and Exchange Commission, Washington,
D.C. under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 with respect to certain shares of its common
stock to be issued to employees and certain non-employees pursuant to the
Corporation's 1996 Stock Incentive Plan, hereby constitutes and appoints Efraim
Grinberg, Richard J. Cole and Timothy 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 23rd
day of May, 2002.
NAME DATE
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/S/ GEDALIO GRINBERG May 23, 2002
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Gedalio Grinberg
/S/ MARGARET HAYES ADAME May 23, 2002
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Margaret Hayes Adame
/S/ DONALD ORESMAN May 23, 2002
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Donald Oresman
/S/ LEONARD L. SILVERSTEIN May 23, 2002
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Leonard L. Silverstein
/S/ ALAN H. HOWARD May 23, 2002
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Alan H. Howard