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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 31, 2006
MOVADO GROUP, INC.
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(Exact name of registrant as specified in charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-16497 13-2595932
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(Commission File Number) (IRS Employer Identification Number)
650 FROM ROAD
PARAMUS, NEW JERSEY 07652
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 267-8000
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 31, 2006, the Company executed a promissory note in the
principal amount of up to $7,000,000 payable to JPMorgan Chase Bank, N.A.
("Chase")
Pursuant to the promissory note, the Company promised to pay to
Chase $7,000,000, or such lesser amount as may then be the unpaid balance of
each loan made or letter of credit issued by Chase to the Company thereunder,
upon the maturity date of July 31, 2007. The Company has the right to prepay
all or part of any outstanding amounts under the promissory note without
penalty at any time prior to the maturity date. The promissory note bears
interest at an annual rate equal to either (i) a floating rate equal to the
prime rate, (ii) a fixed rate equal to an adjusted London Interbank Offered
Rate plus 0.625% or (iii) a fixed rate equal to a rate of interest offered by
Chase from time to time on any single commercial borrowing. The promissory note
contains various events of default that are customary for instruments of that
type. In addition, it is an event of default for any security interest or other
encumbrance to be created or imposed on the Company's property, other than as
permitted in the lien covenant of the Credit Agreement, dated as of December
15, 2005, among the Company, the lenders signatory thereto and Chase, as
administrative agent, a copy of which will be filed by the Company as an
exhibit to its next periodic report or registration statement under the
Securities Act. Interested parties should read those agreements in their
entirety.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See the discussion under Item 1.01 above, which discussion is
incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.
Dated: August 3, 2006
MOVADO GROUP, INC.
By: /s/ Timothy F. Michno
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Name: Timothy F. Michno
Title: General Counsel