SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 22, 1999
Movado Group, Inc.
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(Exact name of registrant as specified in its charter)
New York 0-22378 13-2595932
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
125 Chubb Avenue, Lyndhurst, New Jersey 07071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 460-4800
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 22, 1999, Movado Group, Inc., Movado Group of Canada, Ltd.,
a company incorporated under the laws of Canada, NAW Corporation, a Delaware
corporation, and N.A. Trading S.A., a company incorporated under the laws of
Switzerland (together, the "Sellers"), sold to VLG North America Inc., a New
York corporation ("Buyer"), all of Sellers' right, title and interest in the
assets, properties and rights relating to the business of selling and
distributing Piaget brand watches and jewelry in the United States, Canada and
the Caribbean, including the leasehold interest in the Piaget Boutique on Fifth
Avenue in New York City, substantially all of the Sellers' inventory of Piaget
brand watches, jewelry and spare parts and the exclusive distribution rights
with respect to Piaget brand watches and jewelry in the United States, Canada
and the Caribbean pursuant to the terms and provisions of an Asset Purchase
Agreement dated as of December 22, 1998 by and among the Sellers, Buyer, S.A.
Ancienne Fabrique Georges Piaget et CIE., a company incorporated under the laws
of Switzerland and Piaget (International) S.A., a company organized under the
laws of Switzerland, as amended by Amendment No. 1 dated February 22, 1999. The
total purchase price, which was determined by a formula derived in part from the
net book value of the transferred assets, was approximately $30 million. One
million dollars of the purchase price was placed into an escrow account subject
to post-closing adjustments. A copy of the Asset Purchase Agreement is attached
hereto as Exhibit 2.1 and a copy of Amendment No. 1 is attached hereto as
Exhibit 2.2 and are hereby incorporated by reference. A copy of the press
release announcing the transaction on February 23, 1999 is attached hereto as
Exhibit 99.1.
There are no material relationships between the Buyer and Movado Group,
Inc. or any of its affiliates, directors or officers, or any associate of such
director or officer.
Certain statements in this report or in the attached exhibits
constitute "forward-looking statements" within the meaning of section 27A of the
Securities Act of 1933, as amended, and section 21E of the Securities Exchange
Act of 1934, as amended. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Movado Group, Inc. to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
factors described from time to time in Movado Group, Inc.|s annual and quarterly
reports filed with the Securities and Exchange Commission.
ITEM 7. EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable
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(b) Pro Forma Financial Information
(i) Movado Group, Inc. Pro Forma Balance Sheet
(unaudited) as of October 31, 1998
(ii) Movado Group, Inc. Pro Forma Statement of Income
(unaudited) for the Nine Months Ended October 31, 1998
(iii) Movado Group, Inc. Pro Forma Statement of Income
(unaudited) for the Fiscal Year Ended January 31, 1998
(iv) Notes to Pro Forma Financial Statements (unaudited)
(c) Exhibits.
Exhibit Number Description
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2.1 Asset Purchase Agreement, dated
December 22, 1998, by and among
Movado Group, Inc., Movado Group of
Canada, Ltd., NAW Corporation and
N.A. Trading S.A., as Sellers, VLG
North America Inc., as Buyer, and
S.A. Ancienne Fabrique Georges
Piaget et CIE., and Piaget
(International) S.A. (schedules and
exhibits are omitted, but will be
furnished supplementally to the
Securities and Exchange Commission
upon request)
2.2 Amendment No. 1 to Asset Purchase
Agreement, dated February 22, 1999,
by and among Movado Group of Canada,
Ltd., NAW Corporation and N.A.
Trading S.A., as Sellers, VLG North
America Inc., as Buyer, and S.A.
Ancienne Fabrique Georges Piaget et
CIE., and Piaget (International)
S.A. (schedules and exhibits are
omitted, but will be furnished
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supplementally to the Securities and
Exchange Commission upon request)
99.1 Press Release, dated February 23,
1999, by Movado Group, Inc.
99.2 Pro Forma Financial Information of
Movado Group, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Movado Group, Inc.
(Registrant)
Date: March 9, 1999 By: /s/ Kenneth J. Adams
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Name: Kenneth J. Adams
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated
December 22, 1998, by and among
Movado Group, Inc., Movado Group of
Canada, Ltd., NAW Corporation and
N.A. Trading S.A., as Sellers, VLG
North America Inc., as Buyer, and
S.A. Ancienne Fabrique Georges
Piaget et CIE., and Piaget
(International) S.A. (schedules and
exhibits are omitted, but will be
furnished supplementally to the
Securities and Exchange Commission
upon request)
2.2 Amendment No. 1 to Asset Purchase
Agreement, dated February 22, 1997,
by and among Movado Group of Canada,
Ltd., NAW Corporation and N.A.
Trading S.A., as Sellers, VLG North
America Inc., as Buyer, and S.A.
Ancienne Fabrique Georges Piaget et
CIE., and Piaget (International)
S.A. (schedules and exhibits are
omitted, but will be furnished
supplementally to the Securities and
Exchange Commission upon request)
99.1 Press Release, dated February 23,
1999, by Movado Group, Inc. and
Vendome Luxury Group
99.2 Pro Forma Financial Information of
Movado Group, Inc.