MOVADO GROUP INC — Regulatory Filings 2015

May 27, 2015

S-8 1 eh1500693_s8-sip.htm FORM S-8 eh1200541_s8-sip.htm Licensed to: Paul Weiss Document created using EDGARfilings PROfile 3.3.0.0 Copyright 1995 - 2015 Summit Financial Printing, LLC. All rights reserved.

As filed with the Securities and Exchange Commission on May 27, 2015

Registration No. 333–

UNITED STATES

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 incorporation or organization)	(I.R.S. Employer Identification No., )

650 FROM ROAD, STE. 375 PARAMUS, NEW JERSEY	07652-3556
(Address of Principal Executive Office)	(Zip Code)

MOVADO GROUP, INC. 1996 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED

(Full title of the plan)

TIMOTHY F. MICHNO

GENERAL COUNSEL

MOVADO GROUP, INC.

650 FROM ROAD, STE. 375

PARAMUS, NEW JERSEY 07652-3556

(Name and address of agent for service)

(201) 267-8000

(Telephone number, including area code, of agent for service)

Copy to:

LAWRENCE G. WEE, ESQ.

PAUL, WEISS, RIFKIND, WHARTON & GARRISON

1285 AVENUE OF THE AMERICAS

NEW YORK, NY 10019-6064

(212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee
Common Stock, par value $0.01 per share (2)	2,670,000	$27.95	$74,626,500	$8,671.60

(1)	Estimated solely for the purposes of calculating the registration fee and calculated pursuant to Rule 457(c), based on the average of the high and low sales prices of the Common Stock on May 19, 2015 as reported on the New York Stock Exchange.
(2)	Represents Common Stock issuable under the Movado Group, Inc. 1996 Stock Incentive Plan, Amended and Restated as of April 8, 2013.

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, the registrant, Movado Group, Inc. (the “Registrant”), is filing this registration statement (the “Registration Statement”) with respect to the issuance of an additional 2,670,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”), under its 1996 Stock Incentive Plan, dated as of October 11, 1996, as amended and restated as of April 8, 2013 (as amended and restated, the “Plan”). On June 16, 1999, the Registrant filed a registration statement (the “First Registration Statement”) on Form S-8 (File No. 333-80789) with respect to the issuance of shares of Common Stock under the Plan, on June 7, 2002, the Registrant filed a second registration statement (the “Second Registration Statement”) on Form S-8 (File No. 333-90004) with respect to the issuance of additional shares of Common Stock under the Plan and on May 27, 2012, the Registrant filed a third registration statement (the “Third Registration Statement”, and together with the First Registration Statement and the Second Registration Statement, the “Original Registration Statements”) on Form S-8 (File No. 333-181015) with respect to the issuance of additional shares of Common Stock under the Plan. The contents of the Original Registration Statements are hereby incorporated in the Registration Statement by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Paramus, State of New Jersey on this 27th day of May, 2015.

MOVADO GROUP, INC.
By:	/s/ Timothy F. Michno
	Name: Timothy F. Michno
	Title: General Counsel

Each person whose signature appears below constitutes and appoints Efraim Grinberg, Richard J. Cote and Timothy F. Michno, and each of them, as his or her attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in his or her name, place and stead, to sign and file the proposed Registration Statement and any and all amendments and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

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/ Efraim Grinberg	Chairman of the Board of Directors and	May 27, 2015
Efraim Grinberg	Chief Executive Officer: Director
/s/ Richard J. Coté	President and Chief Operating Officer; Director	May 27, 2015
Richard J. Coté
/s/ Sallie A. DeMarsilis	Chief Financial Officer;	May 27, 2015
Sallie A. DeMarsilis	Principal Accounting Officer
/s/ Alex Grinberg	Senior Vice President Customer/Consumer	May 27, 2015
Alex Grinberg	Centric Initiatives; Director

SIGNATURE TITLE DATE

/s/ Margaret Hayes Adame	Director	May 27, 2015
Margaret Hayes Adame
/s/ Alan H. Howard	Director	May 27, 2015
Alan H. Howard
/s/ Nathan Leventhal	Director	May 27, 2015
Nathan Leventhal
/s/ Richard D. Isserman	Director	May 27, 2015
Richard D. Isserman
/s/ Maurice Reznik	Director	May 27, 2015
Maurice Reznik
/s/ Peter A. Bridgman	Director	May 27, 2015
Peter A. Bridgman

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EXHIBIT INDEX

Exhibit Number	Description
5	Opinion of Timothy F. Michno regarding the legality of the securities being registered.
10.1	1996 Stock Incentive Plan, Amended and Restated as of April 8, 2013. Incorporated herein by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on May 2, 2013.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Timothy F. Michno (included in the opinion filed as Exhibit 5 hereto).
24	Power of Attorney (included on the signature page of this Registration Statement).

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