As filed with the Securities and Exchange Commission on June 16, 1999
Registration No. 333-
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)
125 CHUBB AVENUE
LYNDHURST, NEW JERSEY 07071
(Address, including Zip Code, of Registrant's Principal Executive Office)
MOVADO GROUP, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
--------------------
TIMOTHY F. MICHNO
GENERAL COUNSEL
MOVADO GROUP, INC.
125 CHUBB AVENUE
LYNDHURST, NEW JERSEY 07071
(201) 460-4800
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
------------------
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
===============================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share (1) Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 500,000 $23.875 $11,937,500 $3,318.63
per share (2)
- -------------------------------------------------------------------------------------------------------------------------------
(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 10, 1999 as reported on the
Nasdaq National Market.
(2) Represents Common Stock issuable under the Movado Group, Inc. 1996 Stock
Incentive Plan.
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by Movado Group, Inc. (the
"Company") to participants in the Company's 1996 Stock Incentive Plan (the
"Plan") as required by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), has been prepared in accordance with the requirements of
Form S-8 and relates to shares of Common Stock, par value $0.01 per share (the
"Common Stock"), reserved for issuance pursuant to the Plan. The Plan
information required in the Section 10(a) prospectus is included in documents
being maintained and delivered by the Company as required by Rule 428 under the
Securities Act. The Company shall provide to participants in the Plan a written
statement advising them of the availability without charge, upon written or oral
request, of documents incorporated by reference herein, as is required by Item 2
of Part I of Form S-8.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by Movado Group, Inc. (the "Company") are hereby incorporated in this
Registration Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended January
31, 1999; and
(b) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated September
8, 1993, filed pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the New York Business Corporation Law (the "BCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of an action or proceeding (or appeal
therefrom) other than one by or in the right of the corporation to procure a
judgment in its favor (a "derivative action"), whether civil or criminal,
including an action by or in the right of any other corporation of any type of
kind, domestic or foreign, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the corporation served in any
capacity at the request of the corporation, if they acted in good faith and for
a purpose which they reasonably believed to be in or, in the case of service for
any other corporation or partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, in addition had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with the defense or settlement of such
actions, and no indemnification shall be made in respect of (1) a threatened
action, or a pending action which is settled or otherwise disposed of, or (2)
any claim, issue or matter as to which the person to be indemnified shall have
been adjudged to be liable to the corporation unless and
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only to the extent that the court in which such action or suit was brought or,
if no action was brought, any court of competent jurisdiction determines upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such portion of the settlement
and expenses as the court deems proper.
Section 721 of the BCL provides that Article 7 of the BCL shall not be
deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled, whether contained in
the corporation's certificate of incorporation or by-laws, or, when authorized
by the certificate of incorporation or by-laws, (i) a resolution of
shareholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that such person's acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that such person
personally gained in fact a financial profit or other advantage to which such
person was not legally entitled.
Section 723(c) of the BCL provides that expenses incurred in defending
a civil or criminal action or proceeding may be paid by a corporation in advance
of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of the director or officer involved to repay such
amount. Section 725(a) of the BCL requires that all expenses which are advanced
by the corporation be repaid if the person receiving such advancement is
ultimately found not to be entitled to indemnification or, where indemnification
is granted, to the extent the expenses so advanced by the corporation or allowed
by the court exceed the indemnification to which he is entitled.
Section 726 of the BCL provides that a corporation shall have the power
to purchase and maintain insurance to indemnify directors and officers in
instances in which they may be indemnified by the corporation under the
provisions of Article 7 and to indemnify directors and officers in instances in
which they may not otherwise be indemnified by the corporation under the
provisions of Article 7 provided the contract of insurance covering such
directors and officers provides, in a manner acceptable to the superintendent of
insurance, for a retention amount and for co-insurance.
The Registrant's Restated Certificate of Incorporation and Restated
By-Laws also provide that, to the extent not prohibited by applicable law, the
Company will indemnify directors and officers who are made a party to any
threatened, pending or completed action, suit or proceeding, whether civil or
criminal, including derivative actions, brought because the director or officer
is serving as such or is serving in any capacity at the request of the Company
for any other entity, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses (including attorneys' fees and
disbursements), except that no indemnification will be made in respect of
judgments adverse to such director or officer that establish that (1) his or her
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated; or (2) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
The Restated Certificate of Incorporation and Restated By-Laws provide
that the Company shall, from time to time, reimburse or advance to any director
or officer or other person entitled to indemnification the funds necessary for
payment of expenses, including, without limitation, attorneys' fees and
disbursements, incurred in connection with any proceeding, in advance of the
final disposition thereof, subject to the BCL requirement that the Company
receive an undertaking, by or on behalf of such director or officer or other
indemnified person, to repay any such amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right of
appeal that such director, officer or other person is not entitled to be
indemnified for such expenses.
The Restated Certificate of Incorporation and Restated By-Laws also
provide that the Company shall have the power to purchase and maintain insurance
to indemnify (a) itself for any obligation that it incurs as a result of the
indemnification of directors and officers under the Restated Certificate of
Incorporation and Restated By-Laws or (b) any director or officer in instances
in which he or she may be indemnified under the provisions of the Restated
Certificate of Incorporation or Restated By-Laws
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against any liability asserted, whether or not the Company would have the power
to indemnify such person against such liability under the laws of the State of
New York, subject to the limitations imposed under the BCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Timothy F. Michno
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Timothy F. Michno (included in his opinion filed as
Exhibit 5 hereto)
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information which
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information set forth in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against policy as expressed
in the Act and will be governed by the final adjudication of such issue.
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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 Lyndhurst, State of New Jersey on this 11th day
of June, 1999.
MOVADO GROUP, INC.
By: /s/ Gedalio Grinberg
----------------------
Name: Gedalio Grinberg
Title: Chief Executive Officer and
Chairman of the Board of
Directors
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 Chief Executive Officer and Chairman of the Board of Directors
- ------------------------------ (Principal Executive-Officer)
Gedalio Grinberg
/s/ Efraim Grinberg President
- ------------------------------
Efraim Grinberg
/s/ Michael J. Bush Executive Vice President and Chief Operating Officer
- ------------------------------
Michael J. Bush
/s/ Kenneth J. Adams Senior Vice President and Chief Financial Officer
- ------------------------------ (Chief Financial Officer and Principal Accounting Officer)
Kenneth J. Adams
/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
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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
EXHIBIT 5
[LETTERHEAD OF MOVADO GROUP]
May 12, 1999
Movado Group, Inc.
125 Chubb Avenue
Lyndhurst, 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 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
---------------------
Timothy F. Michno
General Counsel
EXHIBIT 23(A)
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 25, 1999 appearing on page F-1 of Movado Group Inc.'s Annual Report on
Form 10-K for the fiscal year ended January 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
-------------------------------
Florham Park, New Jersey
May 14, 1999
EXHIBIT 24
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 pursuant to the Corporation's 1996 Stock
Incentive Plan, hereby constitutes and appoints Efraim Grinberg, Michael Bush
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 11th
day of June, 1999.
NAME DATE
/s/ Gedalio Grinberg June 11 , 1999
---------------------------------- ------------------------
Gedalio Grinberg
/s/ Margaret Hays Adame June 11 , 1999
---------------------------------- ------------------------
Margaret Hays Adame
/s/ Donald Oresman June 11 , 1999
---------------------------------- ------------------------
Donald Oresman
/s/ Leonard L. Silverstein June 11 , 1999
---------------------------------- ------------------------
Leonard L. Silverstein
/s/ Leonard L. Silverstein June 11 , 1999
---------------------------------- ------------------------
Leonard L. Silverstein