As filed with the Securities and Exchange Commission
on July 12, 2024
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
FOSSIL
GROUP, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
75-2018505 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer Identification No.) |
|
|
901 S. Central Expressway
Richardson, Texas
(Address of Principal Executive Offices) |
75080
(Zip Code)
|
Fossil Group, Inc. 2024 Long-Term Incentive
Plan
(Full title of the plans)
Randy S. Hyne
Chief Legal Officer and Corporate Secretary
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080
(Name and address of agent for service)
(972) 234-2525
(Telephone number, including area code, of agent
for service)
with copies of communications to:
Garrett A. DeVries
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street, Suite 1800
Dallas, Texas 75201
(214) 969-2800
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,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act. c
Large accelerated filer ¨ |
Accelerated filer x |
|
|
Non-accelerated filer
¨ |
Smaller reporting company
x |
(Do not check if a smaller reporting company) |
|
|
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
EXPLANATORY NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) is filed by Fossil Group, Inc., a Delaware corporation
(“Fossil Group” or the “Registrant”), for the purpose of registering up to an aggregate of 8,322,328 shares of
the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), authorized for issuance pursuant to
the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “Plan”), consisting of: (i) up to 7,000,000 new
shares of Common Stock reserved for issuance under the Plan; and (ii) up to 1,322,328 shares of Common Stock subject to
outstanding unvested equity awards under the Fossil Group, Inc. 2016 Long-Term Incentive Plan, as amended (the “2016 Plan”),
as of June 21, 2024, the effective date of the Plan (the “Effective Date”), that, on or after the Effective Date, may,
potentially, revert to the 2016 Plan due to the forfeiture, cancellation, expiration or termination of such prior awards and, as a result,
may become available for issuance under the Plan under the terms thereof. The Plan was adopted by the board of directors of Fossil Group
on April 29, 2024, subject to stockholder approval, which approval was obtained at Fossil Group’s 2024 Annual Meeting of Stockholders
on the Effective Date. No new awards will be granted under the 2016 Plan on or after the Effective Date, and all outstanding awards previously
granted under the 2016 Plan will remain outstanding, subject to the terms thereof.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement
relates to the Plan. With respect to the Plan, the documents containing the information specified in Part I of Form S-8 will
be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
“Securities Act”). In accordance with the Note to Part I of Form S-8, these documents will not be filed with the
Securities and Exchange Commission (the “Commission”). These documents and the documents incorporated by reference pursuant
to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us
to “incorporate by reference” certain information we have filed with the Commission into this registration statement, which
means that we are disclosing important information to you by referring you to other information we have filed with the Commission. The
information we incorporate by reference is considered part of this Registration Statement. We specifically are incorporating by reference
the following documents filed with the Commission (excluding those portions of any Form 8-K that are furnished and not deemed “filed”
pursuant to the General Instructions of Form 8-K):
All reports and other documents
we subsequently file with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, but excluding information furnished to, rather than filed with, the Commission, shall be deemed
to be incorporated by reference herein and to be part hereof from the date such documents are filed. Information or statements contained
in this Registration Statement modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated
by reference. Information or statements contained in later-dated documents incorporated by reference will automatically supplement, modify
or supersede, as applicable, the information contained in this Registration Statement or in earlier-dated documents incorporated by reference.
Any such information or statement so modified or superseded shall not be deemed to constitute a part of this registration statement,
except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Delaware General Corporation Law
Section 145(a) of the Delaware General
Corporation Law, or the “DGCL,” provides that a corporation may indemnify any person who was or is a party or threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact that they are or were a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding if they acted
in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.
Section 145(b) of the DGCL provides
that a corporation may indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that they are or were a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by them in connection with the defense or settlement of such action or suit if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides
that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of
any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL provides
that any indemnification under subsections (a) and (b) of Section 145 of the DGCL (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because they have met the applicable standard of conduct set forth in subsections
(a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at
the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding,
even if such directors do not constitute a quorum of the Board of Directors, (2) by a committee of such directors designated by
a majority vote of such directors, even if such directors do not constitute a quorum of the Board of Directors, (3) if there are
no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides
that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined
that they are not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’
fees) incurred by former director or officers or other employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.
Certificate of Incorporation
Our Third Amended and Restated Certificate of
Incorporation, as amended, provides that to the fullest extent permitted by the DGCL, none of our directors or officers shall be personally
liable to our company or our stockholders for monetary damages for any breach of fiduciary duty as a director or officer (as the case
may be), except to the extent such an exemption from liability or limitation thereof is not permitted under the DGCL. If the DGCL is
amended to authorize any corporate action which further eliminates or limits the personal liability of directors or officers (as the
case may be), then the liability of our directors or officers (as the case may be), in addition to the limitation on personal liability
described above, shall be limited to the fullest extent permitted by the DGCL, as so amended. Further, any repeal or modification of
the provision of the Third Amended and Restated Certificate of Incorporation, as amended, described herein by our stockholders shall
be prospective only, and shall not adversely affect any limitation on the personal liability of any of our directors or officers existing
at the time of such repeal or modification.
Bylaws
Our Sixth Amended and Restated Bylaws provide
that each person who was or is made a party or is threatened to be made a witness in or party to any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was one of our directors, officers, employees or agents or is or was serving
at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by our company to the fullest extent authorized by the DGCL, as in effect or as it may
be amended from time to time, against all expense, liability and loss (including without limitation, all reasonable attorneys’
fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a proceeding)
reasonably incurred by such person in connection therewith.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. |
|
Description |
4.1 |
|
Third
Amended and Restated Certificate of Incorporation of Fossil Group, Inc. (incorporated by reference to Exhibit 3.1 of the
Company’s Report on Form 8-K, filed May 25, 2010). |
4.2 |
|
Certificate
of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil Group, Inc. (incorporated by reference
to Exhibit 3.1 of the Company’s Report on Form 8-K filed on May 28, 2013). |
4.3 |
|
Certificate
of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil Group, Inc. (incorporated by reference
to Exhibit 3.1 of the Company’s Report on Form 8-K/A filed on June 28, 2023). |
4.4 |
|
Sixth
Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.4 of the Company's Quarterly
Report on Form 10-Q filed on November 9, 2023). |
4.5 |
|
Fossil
Group, Inc. 2024 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement
filed on May 10, 2024). |
5.1 |
|
Legal
Opinion of Randy S. Hyne, filed herewith. |
23.1 |
|
Consent
of Deloitte & Touche LLP, filed herewith. |
23.2 |
|
Consent
of Randy S. Hyne (included in Exhibit 5.1). |
24.1 |
|
Powers of Attorney (included
on signature page to this Registration Statement). |
107 |
|
Filing Fee Table, filed
herewith. |
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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in 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 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.
(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 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 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
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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, 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 Dallas, State of Texas, as of July 12, 2024.
|
FOSSIL GROUP, INC. |
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By: |
/s/ JEFFREY N. BOYER |
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Jeffrey N. Boyer |
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Interim Chief Executive Officer and Director |
KNOW ALL MEN BY THESE PRESENTS,
that the undersigned officers and directors of Fossil Group, Inc., a Delaware corporation, do hereby constitute and appoint Jeffrey
N. Boyer and Randy S. Hyne, and each of them, their true and lawful attorneys-in-fact and agents or attorney-in-fact and agent, with
power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any
one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any
rules and regulations or requirements of the Securities and Exchange Commission in connection with this registration statement.
Without limiting the generality of the foregoing power and authority, the powers granted include the full power of substitution and resubstitution,
for them and in their name, place and stead, in any and all capacities, the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this registration statement, to any and all amendments (including any post-effective
amendments) and supplements thereto, and to any and all instruments or documents filed as part or in connection with this registration
statement, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause
to be done by virtue hereof. The Power of Attorney may be signed in several counterparts.
Pursuant to the requirements
of the Securities Act this registration statement has been signed below by the following persons and in the capacities and on the dates
indicated.
Signature |
|
Capacity |
|
Date |
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/s/ JEFFREY N. BOYER |
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Interim Chief Executive Officer and Director (Principal Executive, Financial and Accounting Officer) |
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July 12, 2024 |
Jeffrey N. Boyer |
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/s/ MARK R. BELGYA |
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Director |
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July 12, 2024 |
Mark R. Belgya |
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/s/ PAMELA B. CORRIE |
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Director |
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July 12, 2024 |
Pamela B. Corrie |
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/s/ SUZANNE M. COULTER |
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Director |
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July 12, 2024 |
Suzanne M. Coulter |
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/s/ EUGENE I. DAVIS |
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Director |
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July 12, 2024 |
Eugene I. Davis |
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/s/ KIM H. JONES |
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Director |
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July 12, 2024 |
Kim H. Jones |
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/s/ KEVIN MANSELL |
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Chairman of the Board of Directors |
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July 12, 2024 |
Kevin Mansell |
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/s/ MARC R. Y. REY |
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Director |
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July 12, 2024 |
Marc R. Y. Rey |
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/s/ GAIL B. TIFFORD |
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Director |
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July 12, 2024 |
Gail B. Tifford |
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Exhibit 5.1
July 12, 2024
Fossil Group, Inc.
901 S. Central Expressway
Richardson, Texas 75080
Re: Fossil
Group, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
I am Chief Legal Officer and
Secretary to Fossil Group, Inc., a Delaware corporation (the “Company”). In that capacity, I have
acted as counsel to the Company in connection with the preparation of the Company’s registration statement on Form S-8 (the
“Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Act”), on the date hereof, relating to the proposed issuance
of up to 8,322,328 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common
Stock”), authorized for issuance pursuant to the Company’s 2024 Long-Term Incentive Plan, as amended (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
I have examined originals
or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public
officials and others as I have deemed appropriate for purposes of this letter. I have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to authentic
original documents of all copies submitted to me as conformed and certified or reproduced copies.
Based upon the foregoing and
subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, I am of the opinion that when the Shares
have been issued and delivered upon payment therefor in accordance with the terms of the Plan, the Company’s bylaws, as they may
be amended from time to time, and the applicable award agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable.
The opinions and other matters
in this letter are qualified in their entirety and subject to the following qualifications:
| A. | I express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties,
laws, rules or regulations or judicial or administrative decisions of the General Corporation Law of the State of Delaware. |
| B. | This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred
or implied beyond the opinion expressly set forth herein. I undertake no, and hereby disclaim any, obligation to make any inquiry after
the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any
fact relating to the Company or any other person or any other circumstance. |
I hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within
the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
|
Very truly yours, |
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/s/ RANDY S. HYNE |
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Randy S. Hyne |
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Chief Legal Officer and Secretary |
|
Fossil Group, Inc. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in
this Registration Statement on Form S-8 of our reports dated March 13, 2024, relating to the consolidated financial statements and financial
statement schedule of Fossil Group, Inc. and subsidiaries, and the effectiveness of Fossil Group, Inc. and subsidiaries’ internal
control over financial reporting, appearing in the Annual Report on Form 10-K of Fossil Group, Inc. for the year ended December 30, 2023.
/s/ Deloitte & Touche LLP
Dallas, Texas
July 12, 2024
Exhibit 107
Calculation of Filing
Fee Tables
S-8
(Form Type)
Fossil Group, Inc.
(Exact Name of Registrant
as Specified in its Charter)
Table 1: Newly Registered
Securities
Security
Type |
Security Class
Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit(3) |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
Equity |
Common stock, par value $0.01
per share, to be issued under Fossil Group, Inc. 2024 Long-Term Incentive Plan |
Rule 457(c) and 457(h) |
8,322,328(2) |
$1.24 |
$10,319,686.72 |
0.00014760 |
$1,523.19 |
|
|
|
|
|
|
|
|
Total Offering Amounts |
|
|
$10,319,686.72 |
|
$1,523.19 |
|
|
|
|
|
|
Total Fee Offsets |
|
|
|
|
$--- |
|
|
|
|
|
|
Net Fee Due |
|
|
|
|
$1,523.19 |
|
|
|
|
|
|
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
on Form S-8 (“Registration Statement”) covers any additional number of shares of common stock, par value $0.01 per share
(“Common Stock”), of Fossil Group, Inc. (the “Company”) that become issuable under the Fossil Group, Inc.
2024 Long-Term Incentive Plan (the “Plan”), by reason of any stock splits, stock dividends or other distribution, recapitalization
or similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. |
| (2) | Represents shares of Common Stock available for future issuance under the Plan, consisting of (i) 7,000,000 shares of Common
Stock reserved for issuance under the Plan, plus (ii) up to 1,322,328 shares of Common Stock subject to equity awards under the Company’s
2016 Long-Term Incentive Plan that were outstanding on June 21, 2024 and, on or after June 21, 2024, are forfeited, expire or
are canceled. |
| (3) | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities
Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high
and low prices of the Company’s shares of Common Stock as reported on The Nasdaq Stock Market on July 10, 2024, which date
is within five business days prior to the filing of this Registration Statement. |
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