As filed with the Securities and Exchange Commission on November 19, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The
Securities Act of 1933
INTER PARFUMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3275609
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
551 Fifth Avenue
New York, New York 10167
(212) 983-2640
(Address of Principal Executive Offices)
Options Granted Pursuant to Agreements
(Full Title of the Plan)
Russell Greenberg, Chief Financial Officer
Inter Parfums, Inc.
551 Fifth Avenue
New York, New York 10167
(212) 983-2640
(Name and Address of Agent For Service)
Copy to:
Joseph A. Caccamo, Esq.
Becker & Poliakoff, P.A.
3111 Stirling Road
Ft. Lauderdale, Florida 33312
---------------------
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share offering price fee
- ------------- -------------- ---------------- ----------------- ------------
Common Stock 194,113 shares $5.80 $709,065.61 $177.50
o The proposed maximum offering price per share ranges from approximately $2.50
to $5.80.
o Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers additional securities that may become issuable in
accordance with the anti-dilution provisions applicable to the options
exercisable for the common stock registered hereunder.
o Shares registered hereunder are, or may become, issuable in connection with
the exercise of options granted under the registrant's stock option plans.
o Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise price of the options.
EXPLANATORY NOTE
We have prepared this registration statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933 to register shares of
common stock issuable on exercise of stock options granted under our employee
stock option plans and our non-employee director stock option plans. Our common
stock is traded on the Nasdaq National Market.
This registration statement on Form S-8 also includes a prospectus prepared
in accordance with Instruction C of Form S-8, in accordance with the
requirements of Part I of Form S-3, and may be used for reoffers and resales on
a continuous or delayed basis in the future of up to an aggregate of 126,125
shares issuable on exercise of options that may constitute "control securities."
ii
REOFFER PROSPECTUS
INTER PARFUMS, INC.
194,113 shares of common stock
To Be Issued Pursuant to
Outstanding Non-qualified Stock Options Under Our
Employee Stock Option Plans
and Our
Non Employee Director Stock Option Plans
This prospectus relates to an aggregate of 194,113 shares of our common
stock that may be issued to the selling security holders upon the exercise of
outstanding non-qualified stock options previously granted to these individuals
at exercise prices ranging from approximately $2.50 to approximately $5.80 per
share. All selling security holders listed in this prospectus are our officers,
directors or employees.
The selling security holders may sell all or a portion of the shares of our
common stock from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by selling security holders, except upon
exercise of the options.
On September 14, 2001, we implemented a 3:2 forward stock split in the form
of a 50% stock dividend, of our issued and outstanding shares of common stock.
All information in this prospectus gives effect to the forward stock split.
Our common stock trades on the Nasdaq National Market under the symbol
"IPAR." On November 15, 2001, the last sale price of our common stock as
reported on the Nasdaq National Market was $8.35 per share.
Investing in our common stock involves a high degree risk. For more
information, please see "Risk Factors" beginning on page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------------
The date of this prospectus is November 19, 2001.
TABLE OF CONTENTS
Page
IMPORTANT NOTE REGARDING FORWARD LOOKING STATEMENTS ......................... 2
THE COMPANY ................................................................. 3
OUR BUSINESS ................................................................ 3
SELECTED FINANCIAL DATA ..................................................... 3
RISK FACTORS ................................................................ 4
USE OF PROCEEDS ............................................................. 7
SELLING SECURITY HOLDERS .................................................... 7
STOCK OPTION PLANS .......................................................... 9
PLAN OF DISTRIBUTION ........................................................ 13
DESCRIPTION OF SECURITIES ................................................... 14
TRANSFER AGENT .............................................................. 15
LEGAL MATTERS ............................................................... 15
EXPERTS ..................................................................... 15
DOCUMENTS INCORPORATED BY REFERENCE ......................................... 15
WHERE YOU CAN FIND MORE INFORMATION ABOUT US ................................ 16
You should only rely on the information contained in this prospectus or
incorporated by reference in this prospectus. We have not authorized any broker
or dealer or anyone else to provide you with different information. Our common
stock is not being offered in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of this prospectus.
IMPORTANT NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. When used in this prospectus, the words "anticipate,"
"believe," "estimate," "will," "should," "could," "may," "intend," "expect,"
"plan," "predict," "potential," or "continue" or similar expressions identify
certain of such forward-looking statements. Although we believe that our plans,
intentions and expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such plans, intentions or expectations
will be achieved. Actual results, performance or achievements could differ
materially from those contemplated, expressed or implied by the forward-looking
statements contained in this prospectus. Important factors that could cause
actual results to differ materially from our forward-looking statements
2
are set forth in this prospectus, including under the heading "Risk Factors".
These factors are not intended to represent a complete list of the general or
specific factors that may affect us. It should be recognized that other factors,
including general economic factors and business strategies, may be significant,
presently or in the future, and the factors set forth herein may affect us to a
greater extent than indicated. All forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements set forth in this prospectus. Except as required by law,
we undertake no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise.
Unless the context otherwise requires, the terms "we," "our," "us," "the
company" and "Inter Parfums" refer to Inter Parfums, Inc., a Delaware
corporation.
THE COMPANY
We are a world-wide provider of prestige perfumes and mass market perfumes
and cosmetics. We were organized under the laws of the State of Delaware in May
1985 as Jean Philippe Fragrances, Inc. We changed our name to Inter Parfums,
Inc. on July 14, 1999, to better reflect our image as a provider of prestige
perfumes. Our principal executive offices are located at 551 Fifth Avenue, New
York, New York 10167. Our telephone number is (212) 983-2640 and our website
address is www.interparfumsinc.com. Information contained in our website is not
a part of this prospectus.
OUR BUSINESS
Our prestige perfume products are marketed under brand names we own or
license. For all of our prestige products we:
o develop an original concept for the perfume consistent with what we
believe to be world market trends for the brand name;
o create new fragrances and packaging for each perfume;
o determine the market positioning and distribution for each perfume,
and
o market and sell the perfume.
Our mass market products are comprised of inexpensive fragrances and
personal care products that we design including alternative designer fragrances
and mass market cosmetics that we market and distribute through our United
States operations.
SELECTED FINANCIAL DATA
The following selected financial data have been derived from our financial
statements, and should be read in conjunction with those financial statements,
including the related footnotes. The following table is being included to show
the effects of the 3:2 stock dividend we distributed on September 14, 2001.
3
YEARS ENDED DECEMBER 31
(In Thousands Except Share and Per Share Data)
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
2000 1999 1998 1997 1996
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Income Statement Data:
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Net Sales $101,582 $87,140 $89,388 $91,462 $93,281
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Cost of Sales 51,873 45,325 47,417 49,388 51,355
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Selling, General and Administrative 37,509 31,965 32,944 32,334 32,416
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Income Before Taxes and Minority Interest 13,539 9,868 9,164 8,172 9,081
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Net Income 6,589(2) 4,828 4,613 4,507(1) 5,658
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Net Income per Share:
Basic $ 0.37 $ 0.28 $ 0.23 $ 0.21(1) $ 0.25
Diluted $ 0.34 $ 0.27 $ 0.23 $ 0.21(1) $ 0.25
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
Average Common Shares Outstanding:
Basic 17,590,105 17,081,827 19,591,402 20,923,653 22,211,320
Diluted 19,500,648 18,232,839 20,022,312 21,143,991 22,465,042
- ----------------------------------------------- ------------- ------------- -------------- ------------- -------------
(1) Includes a nonrecurring charge, after taxes and minority interest, of
$0.8 million or $0.04 per diluted share, relating to the divestiture of the
Cutex license in 1997.
(2) Includes nonrecurring charges aggregating $0.6 million and a gain of
$0.6 million, all after taxes and minority interest. The charges represent an
accrual for exposure relating to pending litigation of $0.2 million and a
potential tax assessment of $0.4 million. The gain represents a realized gain on
the sale of marketable securities.
AS AT DECEMBER 31
(In Thousands)
- --------------------------------------------------------------------------------
2000 1999 1998 1997 1996
- ------------------------------- --------- --------- --------- --------- --------
Balance Sheet Data:
- ------------------------------- --------- --------- --------- --------- --------
Working Capital $57,688 $53,390 $49,599 $44,842 $46,568
- ------------------------------- --------- --------- --------- --------- --------
Total Assets 94,571 87,223 87,739 80,282 85,585
- ------------------------------- --------- --------- --------- --------- --------
Long-Term Debt 1,417 1,531 200 424 485
- ------------------------------- --------- --------- --------- --------- --------
Shareholders' Equity 55,061 52,361 53,680 50,194 53,366
- --------------------------------------------------------------------------------
RISK FACTORS
You should carefully consider these risk factors, together with all of the
other information contained or incorporated by reference in this prospectus,
before you decide to purchase shares of our common stock. These factors could
cause our future results to differ materially from those expressed or implied in
forward-looking statements made by us. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently
4
deem immaterial may also harm our business. The trading price of our common
stock could decline due to any of these risks, and you may lose all or part of
your investment.
THE SUCCESS OF OUR PRODUCTS IS DEPENDENT ON PUBLIC TASTE.
Although we believe we have the ability and experience to recognize
valuable fragrances and cosmetic products and gauge trends in the cosmetic and
fragrance market, our revenues are substantially dependent on the success of our
products, which depends upon, among other matters, pronounced and rapidly
changing public tastes, factors which are difficult to predict and over which we
have little, if any, control. In addition, we have to develop successful
marketing, promotional and sales programs in order to sell our fragrances and
cosmetics. If we are not able to develop successful marketing, promotional and
sales programs, then such failure will have a material adverse effect on our
business, financial condition and operating results.
WE ARE DEPENDENT UPON MESSRS. JEAN MADAR AND PHILIPPE BENACIN, AND THE LOSS OF
THEIR SERVICES COULD HARM OUR BUSINESS.
Jean Madar, our Chief Executive Officer, and Philippe Benacin, our
President, are responsible for day-to-day operations as well as major decisions.
Termination of their relationships with us, whether through death, incapacity or
otherwise, could have a material adverse effect on our operations. We maintain
key man insurance on the lives of both Mr. Madar ($1 million) and Mr. Benacin
($2.8 million); however, we cannot assure you that we would be able to retain
suitable replacements for either Mr. Madar or Mr. Benacin.
WE ARE SUBJECT TO EXTREME COMPETITION IN BOTH THE PRESTIGE AND MASS MARKETS.
The market for fragrances and beauty related products is highly competitive
and sensitive to changing market preferences and demands. Many of our
competitors have substantial financial resources and national marketing
campaigns.
The prestige fragrance industry is highly concentrated around certain major
players with resources far greater than ours. We compete with an original
strategy -- regular and methodical development of quality fragrances for a
growing portfolio of internationally renowned brand names.
Mass market fragrances and mass market health and beauty aids are
characterized by competition primarily based upon price. We feel the quality of
our fragrance products, competitive pricing, and our ability to quickly and
efficiently develop and distribute new products, will enable us to continue to
effectively compete with these companies.
The market for name brand and mass market color cosmetics is highly
competitive, with several major cosmetic companies marketing similar products.
However, we believe that brand recognition of the Aziza name, together with the
quality and competitive pricing of our products, enables us to compete with
these companies in the mass market.
We cannot assure you that sufficient demand for our existing fragrances,
cosmetics and personal care products will continue or that we will develop
future fragrances, cosmetics and personal care products that will withstand
competition.
5
OUR RELIANCE ON THIRD PARTY MANUFACTURERS COULD HAVE A MATERIAL ADVERSE EFFECT
ON US.
We rely on outside sources to manufacture our fragrances and cosmetics.
Although we enter into agreements with these third party contractors in
anticipation of requirements based upon internal estimates, the failure of such
third party manufacturers to deliver either components or finished goods on a
timely basis could have a material adverse effect on our business. Although we
believe there are alternate manufactures available to supply our requirements,
we cannot assure you that current or alternative sources will be able to supply
all of our demands on a timely basis. We do not intend to develop our own
manufacturing capacity. As these are third parties over which we have little or
no control, the failure of such third parties to provide components or finished
goods on a timely basis could have a material adverse effect on our business,
financial condition and operating results.
THE INTERNATIONAL CHARACTER OF OUR BUSINESS RENDERS US SUBJECT TO FLUCTUATION IN
FOREIGN CURRENCY EXCHANGE RATES AND INTERNATIONAL TRADE TARIFFS, BARRIERS AND
OTHER RESTRICTIONS.
In an effort to reduce our exposure to foreign currency exchange
fluctuations, approximately 35% of our prestige fragrance net sales are sold in
US dollars, we engage in a program of cautious hedging of foreign currencies to
minimize the risk arising from operations. Despite such actions, fluctuations in
foreign currency exchange rates for the U.S. dollar, particularly with respect
to the Euro, could have a material adverse effect on our operating results.
Possible import, export, tariff and other trade barriers, which could be imposed
by the United States, France, Canada or other countries might also have a
material adverse effect on our business.
OUR BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATION, WHICH COULD IMPACT OUR
OPERATIONS.
Fragrances and other cosmetics must comply with the labeling requirements
of the Federal Food, Drug and Cosmetics Act as well as the Fair Packaging and
Labeling Act and their regulations. Some of our color cosmetic products may also
be classified as a "drug". Additional regulatory requirements for products which
are "drugs" include additional labeling requirements, registration of the
manufacturer and the semi-annual update of a drug list.
Our fragrances are subject to the approval of the Bureau of Alcohol,
Tobacco and Firearms as a result of the use of specially denatured alcohol. So
far we have not experienced any difficulties in obtaining the required
approvals.
However, we cannot assure you that, should we develop or market fragrances
and cosmetics with different ingredients, or should existing regulations be
revised, we would not in the future experience difficulty in obtaining such
approvals.
WE MAY BE SUBJECT TO POSSIBLE LIABILITY FOR IMPROPER COMPARATIVE ADVERTISING OR
"TRADE DRESS".
Brand name manufacturers and sellers of brand name products may make claims
of improper comparative advertising or trade dress (packaging) with respect to
the likelihood of confusion between some of our mass market fragrances,
cosmetics and toiletries, and those of brand name manufacturers and sellers.
They may seek damages for loss of business or injunctive relief to seek to have
the use of the improper comparative advertising or trade dress halted. However,
we believe that our displays and packaging constitute fair competitive
advertising and are not likely to cause confusion between our products and
others. Further, we have not experienced to any material degree, any of such
problems to date.
6
QUARTERLY FLUCTUATIONS IN OPERATING RESULTS MAY ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.
Our operating results may vary significantly from quarter to quarter, in
part because of changes in consumer buying patterns, aggressive competition, and
the timing of, and costs related to, any future product development or new
product introductions. Our operating results for any particular quarter are not
necessarily indicative of any future results. The uncertainties associated with
the introduction of any new product and with general market trends may limit
management's ability to forecast short-term results of operations accurately.
Fluctuations caused by variations in quarterly operating results or our failure
to meet analysts' projections or public expectations as to results may adversely
affect the market price of our common stock.
POSSIBLE STOCK PRICE VOLATILITY COULD CAUSE A PARTIAL LOSS OF YOUR INVESTMENT.
The trading price of our common stock could be subject to wide fluctuations
in response to events or factors, many of which are beyond our control. These
could include, without limitation (i) quarter to quarter variations in our
operating results, (ii) announcements by us or our competitors regarding new
products, (iii) developments or disputes concerning proprietary rights, (iv)
material changes in our license arrangements and (v) general conditions in the
perfume and cosmetic industry. Moreover, the stock market has experienced
extreme price and volume fluctuations, which have often been unrelated to the
operating performance of such companies.
USE OF PROCEEDS
We will not receive any of the proceeds of the sale by the selling security
holders of the shares of common stock covered by this prospectus. We will only
receive proceeds from the exercise of the options, and we will use such funds
for working capital purposes.
SELLING SECURITY HOLDERS
This prospectus relates to periodic offers and sales of up to 194,113
shares of our common stock by the selling security holders listed and described
below and their pledgees, donees and other successors in interest. All selling
security holders are either our officers or employees and these options were
granted to these individuals as compensation. The following table sets forth,
o the name of each selling security holder,
o the number of shares beneficially owned, and
o the number of shares being registered for resale by each selling
security holder.
We may amend or supplement this prospectus from time to time to update the
disclosure set forth in this prospectus. All of the shares being registered for
resale under this prospectus for the selling security holders may be offered
hereby. Because the selling security holders may sell some or all of the shares
owned by them which are included in this prospectus, and because there are
currently no agreements, arrangements or understandings with respect to the sale
of any of the shares, no estimate can be given as to the number of shares being
offered hereby that will be held by the selling security holders upon
termination of any offering made hereby. We have, therefore, for the purposes of
the following table assumed that the selling security holders will, if
applicable, exercise the options described below, and sell all of the shares
owned by them which are being offered hereby, but will not sell any other shares
of our common stock that they presently own. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
generally includes securities over which an individual or entity has voting or
investment power and includes any securities which the person or entity has the
right
7
to acquire within 60 days through the conversion or exercise of any security or
other right. The information as to the number of shares of our common stock
owned by each selling security holder is based upon the information contained in
a record list of our stockholders at October 29, 2001.
Shares to be
Name of Selling Number of Shares Shares to Owned After
Selling Holder Beneficially Owned be Offered Offering
-------------- ------------------- ---------- --------
Alex Canavan 9,375 3,375 6,000
Bonita Baker 1,875 1,125 750
Bruce Campbell 7,500 2,250 5,250
Bruce Elbilia 18,000 18,000 0
Damian Torres 3,938 1,125 2,813
Daniel Piette 6,000 4,500 1,500
Dariel Torres 375 375 0
Detrice Felton 2,400 900 1,500
Diane Quinones 375 375 0
Dwayne Williams 1,825 1,125 750
Eduardo Hermosilla 6,000 2,250 3,750
Francois Heilbronn 18,338 4,500 13,838
Gerald McKenna 6,000 2,250 3,750
Henry Dominitz 6,000 4,500 1,500
Javier Paredes 1,875 1,125 750
Jean Cailliau 6,000 4,500 1,500
Jean Levy 8,250 4,500 3,750
Gary Gerson 9,000 9,000 0
Kiet Huynh 8,250 2,250 6,000
Larry Kalb 15,000 7,500 7,500
Lucy Ditizio 1,875 1,125 750
Melissa Gerber 3,975 1,350 2,625
Michael Hamerling 9,375 5,625 3,750
Michael Sternberger 4,800 1,800 3,000
Nelson Pazortiz 1,875 1,125 750
Peter Sakelakos 3,750 2,250 1,500
Philippe Santi 7,500 7,500 0
Richard Schermer 6,000 2,250 3,750
Rita Gayed 2,400 900 1,500
Robert Bensoussan 8,250 4,500 3,750
Roseann Parchment 2,813 1,688 1,125
Russell Greenberg 104,625 44,875 59,750
Sandra Johnson 1,800 675 1,125
Serge Rosinauer 3,000 3,000 0
Stuart Fishel 9,375 5,625 3,750
Wayne Hamerling 90,000 30,250 59,750
William Dachille 7,800 4,050 3,750
- ----------
All selling security holders will own less than 1% of our issued and
outstanding common stock after the sale of the shares we are registering.
Daniel Piette, Francois Heilbronn, Jean Cailliau, Jean Levy, Robert
Bensoussan and Serge Rosinauer are members of our board of directors.
Bruce Elbilia, Russell Greenberg, Wayne Hamerling are executive officers of
the company and Mr. Philippe Santi is an executive officer of Inter Parfums,
S.A.
8
All of the shares being registered for Messrs. Piette, Heilbronn, Cailliau
and Levy, and Bensoussan and 2,250 of the shares being registered for Mr.
Rosinauer are issuable upon the exercise of options granted to these individuals
under our 1997 Non-Employee Director Stock Option Plan. A total of 750 shares
being registered on behalf of Mr. Rosinauer are issuable upon the exercise of
options granted under our 2000 Non-Employee Director Stock Option Plan.
The remaining shares being registered are issuable upon the exercise of
options granted under our 1993 Employee Stock Option Plan, our 1998 Employee
Stock Option Plan or our 1999 Employee Stock Option Plan.
The shares being registered on behalf of Gary Gerson are issuable upon the
exercise of options granted to Joseph Caccamo, one of our non-employee
directors, under our 1997 Non-Employee Director Stock Option Plan, as nominee
for the law firm of Nason, Yeager, Gerson, White & Lioce, P.A., who formerly
served as our counsel. The proceeds from the sale of the shares being registered
on behalf of Gary Gerson are property of Nason, Yeager, Gerson, White & Lioce,
P.A.
STOCK OPTION PLANS
EMPLOYEE STOCK OPTION PLANS
The selling security holders who are not nonemployee directors were granted
stock options under either our 1993 Employee Stock Option Plan, our 1998
Employee Stock Option Plan or our 1999 Employee Stock Option Plan. Our 1993
Employee Stock Option Plan, our 1998 Stock Option Plan and our 1999 Employee
Stock Option Plan are identical in all material respects.
EMPLOYEE STOCK OPTION PLAN OVERVIEW
Under our employee stock option plans, "incentive stock options" may be
granted to key employees, including officers and directors who are employees,
and nonqualified stock options and/or stock appreciation rights may be granted
to key employees, officers, directors and consultants.
The purpose of our employee stock option plans are to aid us in attracting
and retaining key employees, directors and consultants and to secure for us the
benefits of the incentive inherent in equity ownership by such persons who are
responsible for our continuing growth and success.
ADMINISTRATION
Our employee stock option plans are administered by our Board of Directors,
or if appointed, by a stock option committee consisting of at least two (2)
non-employee members of our Board of Directors, none of whom is eligible to
participate under the plans.
GRANTS OF OPTIONS
Our Board of Directors or committee has the authority under the employee
stock option plans to determine the terms of options and/or stock appreciation
rights granted under the plans, including, among other things, whether an option
shall be an incentive or a nonqualified stock option, the individuals who shall
receive them, whether a stock appreciation right shall be granted separately, in
tandem with or in addition to options, the number of shares to be subject to
each option and/or stock appreciation right, the date or dates each option or
stock appreciation right shall become exercisable and the exercise price or base
price of each option and stock appreciation right; provided, however, that the
exercise price of an incentive stock option may not be less than 100% of the
fair market value of the common stock on the
9
date of grant and not less than 110% of the fair market value in the case of an
optionee who at the time of grant owns more than 10% of our total combined
voting power or of any of our subsidiaries.
TERMS AND CONDITIONS OF OPTIONS
The options and stock appreciation rights granted under our employee stock
option plans are subject to, among other things, the following terms and
conditions:
(a) Options and stock appreciation rights may be granted for terms
determined by our Board or committee, provided, however, that the term of an
incentive stock option may not exceed ten (10) years, and in the case of an
optionee who at the time of grant owns more than ten percent (10%) of our
combined voting power or of any of our subsidiaries, the term of an incentive
option may not exceed five (5) years.
(b) Options are payable in full upon exercise or, in the discretion of our
Board or committee, installments. Payment of the exercise price of an option may
be made, in the discretion of our Board of committee, in cash, in shares of
common stock or any combination thereof.
(c) Options and stock appreciation rights may not be transferred other
than by will or by the laws of descent and distribution, and may be exercised
during the employee's lifetime only by him or her.
(d) If the employment of the holder of an incentive option is terminated
for any reason other than death or a permanent and total disability, then the
incentive option may be exercised, to the extent exercisable by the holder at
the time of termination of employment, within three (3) months thereafter, but
in no event after expiration of the term of the incentive option. However, if
employment was terminated either for cause or without our consent, then such
option shall terminate immediately. Any and all nonqualified stock options or
stock appreciation rights granted shall terminate simultaneously with the
termination of association of the holder of such nonqualified option or stock
appreciation right with us for any reason other than the death or permanent and
total disability of such holder.
(e) In the case of the death or disability of the holder of an option
and/or stock appreciation right while employed (or death within three (3) months
after termination of employment), his or her legal representative or
beneficiaries may exercise the option, within twelve (12) months after the date
of such death or disability, but in no event after the expiration of the term of
the option and/or stock appreciation right.
(f) The holder is required to pay us the amount we determine is necessary
to meet its obligation to withhold federal, state and local taxes incurred by
reason of the exercise of a nonqualified stock option or the disqualifying
disposition of shares acquired upon the exercise of an incentive stock option.
OPTION CONTRACTS
Each option and/or stock appreciation right is evidenced by a written
contract between us and the employee receiving the grant. Such contract may
provide, among other things, that (a) the holder agrees to remain in our employ,
at our election, for the later of (i) the period of time determined by our Board
or the committee at or before the time of grant or (ii) the date to which he is
then contractually obligated to remain associated with us, and (c) the optionee
will notify us of any disqualifying disposition of shares acquired pursuant to
the exercise of an incentive stock option and pay any required withholding or
other tax.
10
ADJUSTMENT IN EVENT OF CAPITAL CHANGES
Appropriate adjustments shall be made in the number and kind of shares
available under our employee stock option plans, in the number and kind of
shares subject to each outstanding option and stock appreciation right and in
the exercise prices and base prices thereof in the event of any change in our
common stock by reason of any stock dividend, recapitalization, merger,
consolidation, reorganization, split-up, combination or exchange of shares or
the like.
DURATION AND AMENDMENT OF THE PLANS
No option may be granted pursuant to our employee stock option plans more
than 10 years after the date of the plan pursuant to which the option was
granted. Our Board may at any time terminate or amend our employee stock option
plans; provided, however, that without the approval of our stockholders, no
amendment may be made which would (a) increase the maximum number of shares
available for the grant of options (except the anti-dilution adjustments
described above), (b) otherwise materially increase the benefits accruing to
participants under our employee stock option plans or (c) change the eligibility
requirements for employees who may receive options.
FEDERAL INCOME TAX TREATMENT
The following is a general summary of the federal income tax consequences
under current tax law of incentive stock options, nonqualified stock options and
stock appreciation rights. It does not purport to cover all of the special
rules, including special rules relating to optionees subject to Section 16(b) of
the Securities Exchange Act of 1934, as amended, and the exercise of an option
with previously-acquired shares, or the state or local income or other tax
consequences inherent in the ownership and exercise of stock options and the
ownership and disposition of the underlying shares.
An optionee will not recognize taxable income for federal income tax
purposes upon the grant of an incentive stock option, a nonqualified stock
option or a stock appreciation right. In the case of an incentive stock option,
no taxable income is recognized upon exercise of the option. If the optionee
disposes of the shares acquired pursuant to the exercise of an incentive stock
option more than two (2) years after the date of grant and more than one (1)
year after the transfer of the shares to him or her, the optionee will recognize
long-term capital gain or loss and we will not be entitled to a deduction.
However, if the optionee disposes of such shares within the required holding
period, a portion of his or her gain will be treated as ordinary income and we
will generally be entitled to deduct such amount.
Upon the exercise of a nonqualified stock option, the optionee recognizes
ordinary income in an amount equal to the excess, if any, of the fair market
value of the shares acquired on the date of exercise over the exercise price
thereof, and we are generally entitled to a deduction for such amount on the
date of exercise so long as we properly withhold income taxes thereon. If the
optionee later sells shares acquired pursuant to the nonqualified stock option,
he or she will recognize long-term or short-term capital gain or loss.
In the case of a stock appreciation right, the optionee recognizes ordinary
income and we may deduct an amount equal to the excess, if any, of the fair
market value of the shares of our common stock on the exercise date over the
base price thereof.
In addition to the federal income tax consequences described above, an
optionee may be subject to the alternative minimum tax, which is payable to the
extent it exceeds the optionee's regular tax. For this purpose, upon the
exercise of an incentive stock option, the excess of the fair market value of
the
11
shares over the exercise price therefor is a tax preference item. In addition,
the optionee's basis in such shares is increased by such amount for purposes of
computing the gain or loss on the disposition of the shares for alternative
minimum tax purposes. If an optionee is required to pay an alternative minimum
tax, the amount of such tax which is attributable to deferral preferences
(including the incentive stock option preference) is allowed as a credit against
the optionee's regular tax liability in subsequent years. To the extent the
credit is not used, it is carried forward.
NONEMPLOYEE DIRECTORS PLANS
The selling security holders who are not our employees serve as our
nonemployee directors and were granted stock options under either our 1997
Nonemployee Director Stock Option Plan or our 2000 Nonemployee Director Stock
Option Plan. Our 1997 Nonemployee Director Stock Option Plan and our 2000
Nonemployee Stock Option Plan are identical to each other in all material
respects and identical to our employee stock option plans in all material
respects except as discussed below.
OPTION GRANTS AND OUTSTANDING OPTIONS
Each individual who becomes a nonemployee director, will on the date of his
initial election or appointment to our Board be granted a nonqualified stock
option to purchase 2,000 shares of our common stock.
Each nonemployee director other than Joseph A. Caccamo, will be granted an
option to purchase 1,000 shares of our common stock commencing on the next
February 1st, and each succeeding February 1st throughout the term of the
applicable nonemployee director plan for so long as he is a nonemployee
director. In lieu of grants of options to purchase 1,000 shares, Joseph A.
Caccamo will be granted options to purchase 4,000 shares hereunder for as long
as he is a nonemployee director. No option will be granted on any February 1st
grant date to any nonemployee director who first becomes a nonemployee director
within six months prior to such February 1st grant date.
TERMS AND CONDITIONS OF OPTIONS
Each option granted under our nonemployee director plans have a term of
five (5) years, except that such terms may be for a shorter period in certain
instances.
If a nonemployee director to whom an option has been granted under our
nonemployee director plans ceases to serve on the Board, otherwise than by
reason of death or disability, then his option may be exercised (to the extent
that the nonemployee director was entitled to do so at the time of cessation of
service) at any time within three (3) months after such cessation of service,
but in no event after the original expiration date.
If a nonemployee director to whom an option has been granted under the 2000
Plan ceases to serve on our Board by reason of disability, the then remaining
unexercised portion of the option may be exercised in whole or in part by the
nonemployee director at any time within one (1) year after such disability, but
in no event after the original expiration date.
If a nonemployee director to whom an option has been granted under our
nonemployee director plans dies while he is serving on the Board or within three
(3) months after ceasing to serve as a member of our Board, then such option may
be exercised by the legatee or legatees of such option under the nonemployee
director's last will, or by his personal representatives or distributed, at any
time within one (1) year after his death, but in no event after the date on
which, except for such death, the option would otherwise expire.
12
AMENDMENT OF THE NONEMPLOYEE DIRECTOR PLANS
Our Board or committee may amend, suspend or terminate our nonemployee
director plans or any portion thereof at any time but may not, without the
approval of the our stockholders within twelve (12) months before or after the
date of adoption of any such amendment or amendments, make any alteration or
amendment thereof which (a) makes any change in the class of eligible
participants; (b) increases the total number of shares of our common stock for
which options may be granted under the nonemployee director plans except in the
event of any change in our common stock by reason of any stock dividend,
recapitalization, merger, consolidation, reorganization, split-up, combination
or exchange of shares or the like; (c) extend the term of the nonemployee
director plans or the maximum option period provided under the plans; (d)
decreases the option price; or (e) materially increases the benefits accruing to
participants under the nonemployee director stock option plans. The nonemployee
director plans cannot be amended more than once every six (6) months, except to
comply with changes in the Internal Revenue Code, Employee Retirement Income
Security Act or the rules thereunder.
PLAN OF DISTRIBUTION
The shares offered hereby by the selling security holders may be sold from
time to time by the selling security holders, or by pledgees, donees,
transferees or other successors in interest. These sales may be made on one or
more exchanges or in the over-the-counter market including the Nasdaq National
Market of The Nasdaq Stock Market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The shares may be sold by one or more of the following
methods, including, without limitation:
o a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by a broker or
dealer for its account under this prospectus;
o face-to-face or other direct transactions between the selling security
holders and purchasers without a broker-dealer or other intermediary; and
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate in the resales.
Brokers, dealers or agents may receive compensation in the form of commissions,
discounts or concessions from selling security holders in amounts to be
negotiated in connection with the sale. These broker-dealers and agents and any
other participating broker- dealers, or agents may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with the sales. In addition, any securities covered by this
prospectus that qualify for sale under Rule 144 promulgated under the Securities
Act of 1933 might be sold under Rule 144 rather than under this prospectus.
In connection with distributions of the shares or otherwise, the selling
security holders may enter into hedging transactions with broker-dealers. In
connection with the transactions, broker-dealers may engage in short sales of
the shares registered hereunder in the course of hedging the positions they
assume with selling security holders. Certain of the selling security holders
may also sell shares short and deliver
13
the shares to close out the positions. The selling security holders may also
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the shares registered hereunder, which the
broker-dealer may resell under this prospectus. The selling security holders may
also pledge the shares registered hereunder to a broker or dealer and upon a
default, the broker or dealer may effect sales of the pledged shares under this
prospectus.
Information as to whether an underwriter(s) who may be selected by the
selling security holders, or any other broker-dealer, is acting as principal or
agent for the selling security holders, the compensation to be received by
underwriters who may be selected by the selling security holders, or any
broker-dealer, acting as principal or agent for the selling security holders and
the compensation to be received by other broker-dealers, in the event the
compensation of other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of the shares
may be required to deliver a copy of this prospectus, including the supplement,
if any, to any person who purchases any of the shares from or through a dealer
or broker.
We have advised the selling security holders that during the time as they
may be engaged in a distribution of the shares included herein they are required
to comply with Regulation M of the Securities Exchange Act of 1934. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of our common stock.
An investor may purchase the common stock offered under this prospectus
only if such shares are qualified for sale or are exempt from registration under
the applicable securities laws of the state in which such prospective purchaser
resides. We have not registered or qualified the shares under any state
securities laws and, unless the sale of such shares to a particular investor is
exempt from registration or qualification under applicable state securities
laws, the sale of such shares to an investor may not be effected until such
shares have been registered or qualified with applicable state securities
authorities.
Sales of securities by us and the selling security holders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.
DESCRIPTION OF SECURITIES
Common Stock
As of October 29, 2001, there were 18,649,094 shares of common stock
outstanding. All outstanding shares of common stock are, and all shares of
common stock to be outstanding upon completion of this offering will be, validly
authorized and issued, fully paid, and non-assessable.
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of common
stock are entitled to receive ratably such dividends as may be declared by the
board of directors out of funds legally available therefor. In the event of our
liquidation, dissolution, or winding up, holders of our common stock are
entitled to share ratably in all of our assets remaining after payment of
liabilities and liquidation preferences of any outstanding shares of preferred
stock. Holders of common stock have no preemptive rights or other subscription
rights to convert their shares into any other securities.
14
We have not paid cash dividends since inception and we do not foresee
paying cash dividends in the foreseeable future as earned surplus is to be
retained for working capital for anticipated growth.
In addition, our Certificate of Incorporation provides for the requirement
of unanimous approval of the members of our board of directors for the
declaration or payment of dividends, if the aggregate amount of dividends to be
paid by us and our subsidiaries in any fiscal year is more than thirty percent
(30%) of our annual net income for the last completed fiscal year, as indicated
by our consolidated financial statements.
Preferred Stock
Our Board of Directors has the authority, without further action by our
stockholders, to issue 1,000,000 shares of preferred stock, in one or more
series and to fix the privileges and rights of each series. These privileges and
rights may be greater than those of the common stock. Our Board of Directors,
without further shareholder approval, can issue preferred stock with voting,
conversion or other rights that could adversely affect the voting power and
other rights of the holders of common stock. This type of "blank check preferred
stock" makes it possible for us to issue preferred stock quickly with terms
calculated to delay or prevent a change in our control or make removal of our
management more difficult.
TRANSFER AGENT
The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company, located at 59 Maiden Lane, New York, New York 10038.
LEGAL MATTERS
The validity of the shares of common stock which are originally offered
under the registration statement of which this reoffer prospectus forms a part
will be passed on for us by Becker & Poliakoff, P.A., Ft. Lauderdale, Florida.
Joseph A. Caccamo, Esq. of Becker & Poliakoff, P.A., is a director of the
Company, and is the record owner of options to purchase 15,000 shares of our
common stock, 9,000 of which options and shares issuable upon exercise of such
options are beneficially owned by Nason, Yeager, Gerson, White & Lioce, P.A.,
Mr. Caccamo's former employer. Becker & Poliakoff, P.A. beneficially owns 6,000
of such shares. Mr. Caccamo disclaims beneficial ownership of all of such
options and shares issuable upon the exercise of such options.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Richard A. Eisner & Company, LLP, independent auditors, and KPMG, S.A. (Cabinet
Cauvin, Angleys, Saint-Pierre International), independent auditors of Inter
Parfums, S.A. and subsidiaries, as indicated in their respective reports with
respect thereto, and are incorporated by reference herein in reliance upon the
reports of such firms given upon their authority as experts in accounting and
auditing.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Securities and Exchange
Commission are incorporated herein by reference:
o Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000, as amended.
15
o Our Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2001, June 30, 2001 (as amended) and September 30, 2001.
o All documents that we file with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of the offering shall be deemed
to be incorporated by reference into this prospectus from the date of the
filing of such documents.
Any statement contained in a document incorporated by reference shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in a later document modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this prospectus, except as so modified or superseded.
We will provide, without charge, a copy of any document incorporated by
reference in this prospectus but which is not delivered with this prospectus to
any person to whom this prospectus has been delivered upon the oral or written
request of that person. Requests should be directed to the attention of the
Corporate Secretary, Inter Parfums, Inc., 551 Fifth Avenue, New York, New York
10167. Our telephone number is (212) 983-2640.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We are subject to the reporting requirements of the Securities Exchange Act
of 1934, and we file reports, proxy statements and other information with the
Securities Exchange Commission. These reports, proxy statements and other
information can be inspected and copied at the Public Reference Room of the SEC,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC
maintains a website, www.sec.gov, which contains reports, proxy and information
statements and other information regarding registrants, including us, that file
electronically with the SEC. In addition, you may obtain information from the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Our common stock is
quoted on the Nasdaq National Market System. Our reports, proxy statements,
informational statements and other information can be inspected at the offices
of the National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to the our common stock being offered
pursuant to this prospectus. This prospectus, which is a part of the
registration statement, does not contain all of the information set forth in the
registration statement and its exhibits. For further information with respect to
us and the common stock offered hereby, please refer to the registration
statement and its exhibits.
16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission are incorporated herein by reference:
o Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000, as amended.
o Our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2001, June 30, 2001 (as amended) and September 30, 2001.
o All documents that we file with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of the offering shall be
deemed to be incorporated by reference into this prospectus from the
date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock offered hereby are being passed
on for us by Becker & Poliakoff, P.A., Ft. Lauderdale, Florida.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").
As permitted by Section 145 of the Delaware General Corporation Law,
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability:
- for any breach of the director's duty of loyalty to Registrant or its
stockholders;
- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of the law;
- under Section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases; and
- for any transaction from which the director derived an improper
personal benefit.
As permitted by the Delaware General Corporation Law, Registrant's bylaws
provide that:
- Registrant is required to indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law,
subject to limited exceptions;
- Registrant may indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise
required by law, its certificate of incorporation, its bylaws or
agreements to which it is a party;
- Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law,
subject to limited exceptions; and
- the rights conferred in the Bylaws are not exclusive.
Registrant maintains directors' and officers' liability insurance and
intends to extend that coverage for public securities matters.
See also the undertakings set out in response to Item 9.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
------ -----------
4.11 (1) 1993 Employee Stock Option Plan
4.15 (2) 1994 Nonemployee Director Stock Option Plan
4.17 (3) 1997 Nonemployee Director Stock Option Plan
4.18 (3) 1999 Stock Option Plan
4.19 (4) 2000 Nonemployee Director Stock Option Plan
4.20 Form of Nonqualified Stock Option Contract (filed herewith)
5.1 Opinion of Becker & Poliakoff, P.A. (filed herewith)
23.1 Consent of Becker & Poliakoff, P.A. (included in Exhibit 5.1)
23.2 Consent of Richard A. Eisner & Company, LLP (filed herewith)
23.3 Consent of KPMG., S.A. (Cabinet Cauvin, Angleys, Saint-Pierre
International) (filed herewith)
24.1 Power of Attorney (included on signature page of this
registration statement)
- ----------
(1) Incorporated by reference to the exhibit of the same number filed with our
Annual Report on Form 10-K for our fiscal year ended December 31, 1992.
(2) Incorporated by reference to the exhibit of the same number filed with our
Annual Report on Form 10-K for our fiscal year ended December 31, 1993.
(3) Incorporated by reference to the exhibit of the same number filed with our
Annual Report on Form 10-K for our fiscal year ended December 31, 1998.
(4) Incorporated by reference to the exhibit of the same number filed with our
Annual Report on Form 10-K for our fiscal year ended December 31, 2000.
II-2
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) 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 Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and 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 Securities 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 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 public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 New York, State of New York, on this 14th day of
November, 2001.
INTER PARFUMS, INC.
By:
/s/ Jean Madar
--------------
Jean Madar, Chief Executive Officer
Date: November 14, 2001
Each person whose signature appears below hereby appoints Jean Madar and
Russell Greenberg, and both of them, either of whom may act without the joinder
of the other, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement on Form S-8, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to
perform each and every act and thing appropriate or necessary to be done, as
fully and for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jean Madar Chairman of the Board of Directors
- --------------------- and Chief Executive Officer November 14, 2001
Jean Madar
/s/ Russell Greenberg Chief Financial and Accounting
- --------------------- Officer and Director November 14, 2001
Russell Greenberg
/s/ Philippe Benacin Director November 12, 2001
- ---------------------
Philippe Benacin
Director
- --------------------- -----------------
Francois Heilbronn
/s/ Joseph A. Caccamo Director November 14, 2001
- ---------------------
Joseph A. Caccamo
II-4
Signature Title Date
--------- ----- ----
Director
- ------------------------ -----------------
Jean Levy
Director
- ------------------------ -----------------
Robert Bensoussan-Torres
/s/ Daniel Piette Director November 7, 2001
- ------------------------
Daniel Piette
/s/ Jean Cailliau Director November 7, 2001
- ------------------------
Jean Cailliau
/s/ Philippe Santi Director November 12, 2001
- ------------------------
Philippe Santi
Director
- ------------------------ -----------------
Serge Rosinoer
II-5
EXHIBIT INDEX
Number Description
- ------ -----------
4.20 Form of Nonqualified Stock Option Contract
5.1 Opinion of Becker & Poliakoff, P.A.
23.1 Consent of Becker & Poliakoff, P.A. (included in Exhibit 5.1)
23.2 Consent of Richard A. Eisner & Company, LLP
23.3 Consent of KPMG., S.A. (Cabinet Cauvin, Angleys,
Saint-Pierre International)
II-6