As filed with the Securities and Exchange Commission on June 17, 1999
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
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1590959
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 403-0500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
G-III APPAREL GROUP, LTD.
1999 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
(full title of the plan)
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MORRIS GOLDFARB
G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 403-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications, including all communications sent to
the agent for service, should be sent to:
NEIL GOLD, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
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COMMON STOCK, $.01 PAR VALUE
PER SHARE..................... 850 SHARES $2.00(2) $1,700(2) $0.48
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COMMON STOCK, $.01 PAR VALUE
PER SHARE .................... 49,150 SHARES $2.08(3) $102,232(3) $28.43
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(1) AN ADDITIONAL INDETERMINABLE NUMBER OF SHARES ARE ALSO BEING REGISTERED TO
COVER ANY ADJUSTMENTS REQUIRED BY ANTI-DILUTION PROVISIONS IN THE NUMBER OF
SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS GRANTED UNDER THE G-III APPAREL
GROUP, LTD. 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(h) AND BASED ON AN EXERCISE PRICE OF $2.00 PER SHARE
WITH RESPECT TO OPTIONS GRANTED TO PURCHASE 850 SHARES OF COMMON STOCK.
(3) THE PRICE IS ESTIMATED IN ACCORDANCE WITH RULE 457(h)(1) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING
THE REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE
COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON JUNE 15, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to directors awarded options under G-III Apparel
Group, Ltd. 1999 Stock Option Plan for Non-Employee Directors (the "Plan"),
adopted by G-III Apparel Group, Ltd. (the "Company") and are not being filed
with or included in this Form S-8 in accordance with the rules and regulations
of the Securities and Exchange Commission (the "Commission").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by G-III Apparel Group, Ltd. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999.
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarterly period ended April 30, 1999.
(iii) The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A dated
December 13, 1989 and in the Company's Prospectus dated December
14, 1989, forming a part of the Company's Registration Statement
on Form S-1 (File No. 33-31906) filed with the Commission
pursuant to Rule 424(b) on December 13, 1989.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware (the "GCL")
authorizes Delaware corporations to eliminate or limit the personal liability of
a director to the corporation or a stockholder for monetary damages for breach
of certain fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders, or for acts or omissions not in good faith or
involving intentional misconduct or knowing violation of law, and the unlawful
purchase or redemption of stock or payment of unlawful dividends or the receipt
of improper benefits. The ByLaws of the Company at Article VI provide for the
indemnification of the officers and directors of the Company to the fullest
extent permitted under the GCL. In addition, the Company has executed agreements
with the officers and directors of the Company that require the Company to
indemnify such individuals for liabilities incurred by them because of an act,
omission, neglect or breach of duty committed while acting in the capacity of an
officer or director. Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Act and is therefor unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.
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4 G-III Apparel Group, Ltd. 1999 Stock Option Plan For Non-Employee Directors
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Grant Thornton
(b) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24 Power of Attorney (included in signature page)
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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 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;
(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 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 15(d) of
the Securities 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 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; and
(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
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(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 the registration
statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 and is, therefore, unenforce able. 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 of 1933 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, as amended,
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 June 17, 1999.
G-III Apparel Group, Ltd.
By: /s/ Morris Goldfarb
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Morris Goldfarb
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints MORRIS GOLDFARB and WAYNE MILLER or
either of them, his true and lawful attorney-in-fact and agent 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 (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Morris Goldfarb Director, Co-Chairman of the June 17, 1999
- --------------------------------------------------Board and Chief Executive Officer
Morris Goldfarb (principal executive officer)
/s/ Wayne Miller Senior Vice President, Treasurer June 17, 1999
- --------------------------------------------------and Secretary (principal financial
Wayne Miller and accounting officer)
/s/ Aron Goldfarb Director and Co-Chairman of the June 17, 1999
- --------------------------------------------------Board
Aron Goldfarb
Director June , 1999
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Lyle Berman
Director June , 1999
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Thomas J. Brosig
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/s/ Alan Feller Director June 17, 1999
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Alan Feller
/s/ Carl Katz Director June 17, 1999
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Carl Katz
Director June , 1999
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Willem von Bokhorst
/s/ Sigmund Weiss Director June 17, 1999
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Sigmund Weiss
Director June , 1999
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George J. Winchell
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INDEX TO EXHIBITS
Exhibit
No. Description
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4 G-III Apparel Group, Ltd. 1999
Stock Option Plan For Non-Employee Directors
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Grant Thornton
(b) Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5).
24 Power of Attorney (included in
signature page)