UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 31, 2007
Movado Group, Inc. | ||
(Exact name of registrant as specified in its charter)
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New York | ||
(State or other jurisdiction of incorporation)
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1-6497 |
| 13-2595932 |
(Commission File Number) |
| (I.R.S. Employer Identification No.) |
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650 From Road |
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(Address of principal executive offices) | (Zip Code) | |
(201) 267-8000 |
(Registrant’s telephone number, including area code) |
NOT APPLICABLE |
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2007, the Company executed a promissory note in the principal amount of up to $7,000,000 payable to JPMorgan Chase Bank, N.A. (“Chase”).
Pursuant to the promissory note, the Company promised to pay to Chase $7,000,000, or such lesser amount as may then be the unpaid balance of each loan made or letter of credit issued by Chase to the Company thereunder, upon the maturity date of July 31, 2008. The Company has the right to prepay all or part of any outstanding amounts under the promissory note without penalty at any time prior to the maturity date. The promissory note bears interest at an annual rate equal to either (i) a floating rate equal to the prime rate, (ii) a fixed rate equal to an adjusted London Interbank Offered Rate plus 0.625% or (iii) a fixed rate equal to a rate of interest offered by Chase from time to time on any single commercial borrowing. The promissory note contains various events of default that are customary for instruments of that type. In addition, it is an event of default for any security interest or other encumbrance to be created or imposed on the Company’s property, other than as permitted in the lien covenant of the Credit Agreement, dated as of December 15, 2005, among the Company, the lenders signatory thereto and Chase, as administrative agent, a copy of which was filed by the Company on April 12, 2006 as Exhibit 10.34 to its annual report on Form 10-K for the fiscal year ended January 31, 2006. Interested parties should read that agreement in its entirety.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See the discussion under Item 1.01 above, which discussion is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: August 3, 2007
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| MOVADO GROUP, INC. | |
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| /s/ Timothy F. Michno | |
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| Name: Timothy F. Michno Title: General Counsel |