1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
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
MOVADO GROUP, INC. DEFERRED COMPENSATION PLAN
FOR EXECUTIVES
(FULL TITLE OF THE PLANS)
------------------------
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:
JOHN G. FINLEY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share(3).............................. 330,000 $25.875(1) $8,538,750(1) $2,588
- --------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations(4)........................ $5,400,000 100% $5,400,000 $1,637
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
(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
sale prices of the Common Stock on October 8, 1996 as reported on the
Nasdaq National Market.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Represents Common Stock issuable under the Movado Group, Inc. 1996 Stock
Incentive Plan and under the Movado Group, Inc. Deferred Compensation Plan
for Executives.
(4) The Deferred Compensation Obligations are unsecured obligations of Movado
Group, Inc. to pay deferred compensation in the future in accordance with
the terms of the Movado Group, Inc. Deferred Compensation Plan for
Executives.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
PART II
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, 1996,
file no. 0-22378.
(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30,
1996 and July 31, 1996; and
(c) 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 Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement 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.
Under the Movado Group, Inc. Deferred Compensation Plan for Executives (the
"Deferred Compensation Plan"), the Company will provide eligible employees the
opportunity to defer a specified percentage of their cash compensation. The
obligations of the Company with respect to such deferrals (the "Obligations")
will be unsecured general obligations of the Company to pay the deferred
compensation in the future in accordance with the terms of the Plan, and will
rank pari passu with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding.
Under the Deferred Compensation Plan, each eligible employee shall deliver
a Salary Deferral Election to the Company in order for any salary deferrals to
become effective. Eligible employees will be permitted to defer up to a maximum
of either five or ten percent of their base salary, in each case as determined
by the Company.
The Company shall establish for each participant a separate bookkeeping
account and credit to the account an amount designated in the participant's
Salary Deferral Election for each year. Such amounts shall not be made available
to the participant, except as described below, and shall reduce the
participant's compensation. Amounts credited to participants shall be subject to
the rights of the general creditors of the Company.
Participants shall cease to contribute after they cease to be employed by
the Company. The Salary Deferral Election and any changes thereto must be
submitted before the beginning of the calendar year during which the amount to
be deferred will be earned; provided, however, that in the year in which the
Deferred Compensation Plan is first adopted or an employee is first eligible to
participate, Salary Deferral Elections may be filed within thirty days of the
date on which an employee is first eligible to participate with respect to
compensation earned during the remainder of the calendar year.
II-1
3
The Company shall also credit to the account of each participant a matching
contribution in an amount equal to one hundred percent of the salary deferrals
contributed by the participant up to the maximum permitted deferral.
Twenty percent of the matching contributions for a participant shall be
made in the form of rights to Common Stock of the Company representing the
number of shares (including fractional shares) of Common Stock that the matching
contribution could purchase based upon the value of the Common Stock either at
the end of the month immediately preceding the month in which the matching
contribution is made or as of the date the participant's deferral is actually
invested by the plan administrator in the participant designated investment
fund(s). Rights to Common Stock may not be granted in any year in an amount in
excess of 1% of the total number of shares of Common Stock outstanding on the
preceding December 31.
Dividends declared on Common Stock shall be credited to the account of each
participant based on the dividends that would have been paid if the Common Stock
rights credited to the participant consisted instead of issued and outstanding
Common Stock.
When a participant or a participant's beneficiary is entitled to a
distribution with respect to his or her rights to Common Stock, the Company
shall issue to the participant or beneficiary the number of shares of Common
Stock equal to the number of full shares then credited in such participant's
account. The Company shall pay the credited dividend amounts and any fractional
shares in cash.
The Company reserves the right to make discretionary contributions to
participants' accounts in such amounts and in such manner as may be determined
by the Company.
A participant's deferred salary and earnings thereon are immediately
vested. Company matching contributions or discretionary contributions vest at
the rate of 20% per year as long as the participant remains an employee of the
Company. A participant who attains the age of 65 or whose employment terminates
due to death or disability shall be fully vested in all amounts in such
participant's account. A participant whose employment terminates for other
reasons shall forfeit unvested amounts.
A participant may direct the investment of amounts in the account (other
than rights to Common Stock) among investment funds which will be made
available.
The right to benefits or payments under the Deferred Compensation Plan may
not be transferred, assigned or pledged by any participant.
Distributions from the Deferred Compensation Plan shall commence in the
January following termination of the participant's employment. Benefits,
including shares of Common Stock, will be paid in ten annual installments unless
the Company determines to pay the benefits in a lump sum.
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 or 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
II-2
4
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 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 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
II-3
5
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 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 Price Waterhouse 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 with 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.
II-4
6
(h) 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.
II-5
7
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 7th day of
October, 1996.
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 indicated on this 7th day of October, 1996.
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
/s/ GEDALIO GRINBERG Chief Executive Officer and Chairman
- --------------------------------------------- of the Board of Directors
Gedalio Grinberg (Principal Executive Officer)
/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
Kenneth J. Adams (Chief Financial Officer)
/s/ JOHN J. ROONEY Corporate Controller (Principal Accounting
- --------------------------------------------- Officer)
John J. Rooney
/s/ MARGARET HAYES ADAME * Director
- ---------------------------------------------
Margaret Hayes Adame
/s/ DONALD ORESMAN * Director
- ---------------------------------------------
Donald Oresman
/s/ LEONARD L. SILVERSTEIN * Director
- ---------------------------------------------
Leonard L. Silverstein
By* /s/ TIMOTHY MICHNO
- ---------------------------------------------
Attorney-in-fact
II-6
8
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 Price Waterhouse LLP
23(b) -- Consent of Timothy F. Michno (included in the opinion filed as
Exhibit 5)
24 -- Power of Attorney