As filed with the Securities and Exchange Commission
on November 30, 2023
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.,
if applicable) |
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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
MOVADO GROUP, INC. AMENDED AND RESTATED DEFERRED
COMPENSATION PLAN FOR EXECUTIVES
(Full title of the plan)
MITCHELL C. SUSSIS
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:
CHRISTODOULOS KAOUTZANIS, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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
☐ (Do not check if a smaller
reporting company) |
|
Smaller reporting 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. ☐
EXPLANATORY NOTE
On May
11, 2023, the Movado Group, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”)
a definitive proxy statement that included a proposal to approve an amendment and restatement of the Company’s 1996 Stock Incentive
Plan (the “Stock Plan”), which proposal was approved by the Company’s stockholders on June 22, 2023 (as so amended
and restated, the “A&R Stock Plan”). The approval, among others things, increased the shares available for issuance
under the A&R Stock Plan from 11,000,000 to 12,000,000.
The Company
has prepared this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (“Securities Act”), to register (i) 1,767,904 shares of common
stock, par value $0.01 per share (the “Common Stock”) that are reserved for issuance upon exercise of options granted,
or in respect of awards granted, under the A&R Stock Plan, and (ii) 250,000 shares of Common
Stock and $70,000,000 of Deferred Compensation Obligations pursuant to the Company’s Deferred Compensation Plan for Executives
effective June 1, 1995 (the “Deferred Compensation Plan”), as amended and restated effective March 22, 2022 (as so
amended and restated, the “A&R DC Plan”).
Contemporaneously
with the filing of this Registration Statement on Form S-8, the Company is filing with the Commission post-effective amendments to the
following registration statements on Form S-8, thereby deregistering any shares of Common Stock that remain registered on such registration
statements and terminating such registration statements:
| 1. | Registration Statement No. 33-72232 filed with the Commission on November
30, 1993; |
| 2. | Registration Statement No. 333-13927 filed with the Commission on
October 11, 1996, registering up to 330,000 shares of Common Stock and $5,400,000 of deferred
compensation obligations under the Deferred Compensation Plan; |
| 3. | Registration Statement No. 333-80789 filed with the Commission on
June 16, 1999, registering up to 500,000 shares of the Company’s Common Stock, under
the Stock Plan; |
| 4. | Registration Statement No. 333-90004 filed with the Commission on
June 7, 2002, registering up to 1,500,000 shares of the Company’s Common Stock under
the Stock Plan; |
| 5. | Registration Statement No. 333-137573 filed with the Commission on
September 25, 2006, registering up to 67,000 shares of the Company’s Common Stock and
$14,000,000 of Deferred Compensation Obligations under the Deferred Compensation Plan; |
| 6. | Registration Statement No. 333-181015 filed with the Commission on
April 27, 2012, registering up to 6,000,000 shares of the Company’s Common Stock under
the Stock Plan; |
| 7. | Registration Statement No. 333-181017 filed with the Commission on
April 27, 2012, registering up to 25,000 shares of the Company’s Common Stock and $4,000,000
of Deferred Compensation Obligations under the Deferred Compensation Plan; |
| 8. | Registration Statement No. 333-204480 filed with the Commission on
May 27, 2015, registering up to 2,670,000 shares of the Company’s Common Stock under
the Stock Plan; and |
| 9. | Registration Statement No. 333-204481 filed with the Commission on
May 27, 2015, registering up to 108,000 shares of Common Stock under the Deferred Compensation
Plan. |
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information.
The document(s)
containing the information specified in Part I of Form S-8 will be sent or given to participants in the A&R Stock Plan and
the A&R DC Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Commission
but constitute, along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Company Information and Employee Plan Annual Information.
The Company
will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated) and any other
documents required to be delivered pursuant to Rule 428(b) under the Securities Act. Those documents are incorporated by reference in
the Section 10(a) prospectus. Requests should be directed to the General Counsel of the Company at the address and telephone number
on the cover of this Registration Statement.
Item 3. Incorporation of Documents by Reference
The following
documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:
| 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended January
31, 2023, filed with the Commission on March 23, 2023 (the “2023 Form 10-K”); |
| 2. | The portions of the Company’s Definitive Proxy Statement on Schedule 14A,
filed with the Commission on May 11, 2023, that are incorporated by reference into Part III of the 2023 Form 10-K; |
| 3. | The Company’s Quarterly Report on Form 10-Q for the quarter ended April
30, 2023, filed with the Commission on May 25, 2023; |
| 4. | The Company’s Quarterly Report on Form 10-Q for the quarter ended July 31,
2023, filed with the Commission on August 24, 2023; |
| 5. | The Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2023,
filed with the Commission on November 30, 2023; |
| 6. | The Company’s Current Report on Form 8-K filed with the Commission on June
23, 2023; and |
| 7. | The description of the Company’s securities, incorporated by reference to
Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2020 filed on March 26, 2020. |
In addition, all
reports and documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 722(a)
of the New York Business Corporation Law (the “NYBCL”) provides that a corporation may indemnify a director or officer made,
or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action
or proceeding or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause
to believe that his conduct was unlawful.
Section 721
of the NYBCL provides that Article 7 of the NYBCL shall not be deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses 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 722(c)
of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made, a party in a derivative action,
against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by the
director or officer in connection with the defense or settlement of such action or in connection with an appeal therein if such director
or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification will be available under Section 722(c) of the NYBCL in respect of a threatened or pending action which
is settled or otherwise disposed of, or any claim as to which such director or officer shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action 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, the director or officer is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section
723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification may be authorized by the corporation.
It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether
on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is
settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723.
Section
724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized.
Section 722 and Section 723 of the NYBCL contain certain other miscellaneous provisions affecting the indemnification of directors and
officers.
Section
726 of the NYBCL authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs
as a result of the indemnification of directors and officers under the provisions of Article 7 of the NYBCL, (2) directors and officers
in instances in which they may be indemnified by the corporation under the provisions of Article 7 of the NYBCL, and (3) directors and
officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of Article 7 of the NYBCL,
provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent
of Financial Services, 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 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 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
Exhibits |
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Description |
4.1 |
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Restated Certificate of Incorporation of the Company, as amended, incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2019 filed on March 28, 2019. |
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4.2 |
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Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 14, 2014. |
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5.1* |
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Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to legality of the Common Stock. |
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23.1* |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
23.2* |
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Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement). |
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24.1* |
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Powers of Attorney (included on signature pages of this Part I). |
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99.1 |
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Movado Group, Inc. Amended and Restated 1996 Stock Incentive Plan, amended and restated as of April 4, 2023 (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on May 11, 2023). |
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99.2 |
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Movado Group, Inc. Amended and Restated Deferred Compensation Plan for Executives, amended and restated as of March 22, 2022 (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on May 12, 2022). |
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99.2 |
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Form of Stock Award Agreement under the Movado Group, Inc. 1996 Stock Incentive Plan, effective March 27, 2023 (incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q, filed on May 25, 2023 (File No. 001-16497)). |
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99.3 |
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Form of Performance Share Award Agreement under the Movado Group, Inc. 1996 Stock Incentive Plan, effective March 27, 2023 (incorporated by reference from Exhibit 10.2 to the Company’s Form 10-Q, filed on May 25, 2023 (File No. 001-16497)). |
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107* |
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Filing Fee Table. |
_____________________
* Filed herewith.
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 30th day of November, 2023.
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MOVADO GROUP, INC. |
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By: |
/s/ Mitchell C. Sussis |
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Name: Mitchell C. Sussi |
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Title: Senior Vice President General Counsel |
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Each person whose signature appears below constitutes
and appoints Efraim Grinberg, Sallie A. DeMarsilis and Mitchell C. Sussis, 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 |
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TITLE |
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DATE |
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/s/ Efraim Grinberg |
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Chairman of the Board of Directors and |
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November 30, 2023 |
Efraim Grinberg |
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Chief Executive Officer; Director |
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/s/ Sallie A. DeMarsilis |
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Executive Vice President, Chief Operating Officer |
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November 30, 2023 |
Sallie A. DeMarsilis |
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and Chief Financial Officer |
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/s/ Linda Feeney |
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Senior Vice President, Principal Accounting Officer |
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November 30, 2023 |
Linda Feeney |
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/s/ Peter A. Bridgman |
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Director |
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November 30, 2023 |
Peter A. Bridgman |
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/s/ Alex Grinberg |
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Director |
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November 30, 2023 |
Alex Grinberg |
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/s/ Alan H. Howard |
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Director |
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November 30, 2023 |
Alan H. Howard |
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/s/ Richard D. Isserman |
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Director |
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November 30, 2023 |
Richard D. Isserman |
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/s/ Ann Kirschner |
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Director |
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November 30, 2023 |
Ann Kirschner |
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/s/ Maya Peterson |
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Director |
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November 30, 2023 |
Maya Peterson |
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/s/ Stephen Sadove |
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Director |
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November 30, 2023 |
Stephen Sadove |
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EXHIBIT 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
212-757-3990
November 30, 2023
Movado Group, Inc.
650 From Road, Suite 375
Paramus, NJ 07652-3556
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Movado Group, Inc.,
a New York corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration
Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended
(the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish
our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates
to the registration under the Act of:
![](https://www.sec.gov/Archives/edgar/data/72573/000095014223002883/pw_header.jpg)
1.
1,767,904 shares (the “Stock Incentive Plan Shares”) of common
stock, par value $0.01 per share, of the Company (the “Common Stock”) that are reserved for issuance upon exercise
of options granted, or in respect of awards granted under the Company’s 1996 Stock Incentive Plan, dated as of October 11, 1996,
as amended and restated as of April 8, 2004 and as subsequently amended by the First Amendment thereto adopted December 4, 2006, the Second
Amendment thereto effective as of January 1, 2008 and the Third Amendment thereto effective June 18, 2009, as amended and restated as
of April 8, 2013, and as further amended and restated effective April 4, 2023 (as amended and restated, the “A&R 1996 Plan”);
and
2.
250,000,000 shares of Common Stock (the “DCP Shares” and, together with the Stock Incentive Plan Shares, the
“Shares”) and $70,000,000 of the deferred compensation obligations under the Company’s Deferred Compensation
Plan For Executives, effective June 1, 1995 and amended and restated effective January 1, 1998, amended and restated January 1, 2002,
amended and restated January 1, 2008, amended effective January 1, 2011, and amended and restated effective January 1, 2013 (as amended
and restated, the “Deferred Compensation Plan”).
In connection with the furnishing of this opinion, we
have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the
“Documents”):
1.
the Registration Statement;
2.
the A&R 1996 Plan and the forms of award agreements (the “A&R 1996 Plan Agreements”) relating to awards
under the A&R 1996 Plan; and
![](https://www.sec.gov/Archives/edgar/data/72573/000095014223002883/pw_header.jpg)
3.
the Deferred Compensation Plan and the forms of award agreements relating to awards under the Deferred Compensation Plan (the “DCP
Plan Agreements” and, together with the forms of award agreements relating to awards under the Deferred Compensation Plan, the
“Plan Agreements”).
In addition, we have examined (i) such corporate
records of the Company that we have considered appropriate, including a copy of the restated certificate of incorporation, as amended,
and restated by-laws of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions of the
board of directors of the Company relating to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements
and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon the factual matters
contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the
officers of the Company.
In our examination of the documents referred to above,
we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete.
![](https://www.sec.gov/Archives/edgar/data/72573/000095014223002883/pw_header.jpg)
Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that the (i) Shares have been duly authorized by all necessary corporate action on
the part of the Company and, when issued and delivered in accordance with the terms of the A&R 1996 Plan or the Deferred Compensation
Plan and any applicable Plan Agreement, the Shares will be validly issued, fully paid and non-assessable, and (ii) the Deferred Compensation
Obligations, when established pursuant to the terms of the Deferred Compensation Plan, will be valid and legally binding obligations of
the Company, enforceable against the Company in accordance with their terms and the terms of the Deferred Compensation Plan, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law).
The opinion expressed above is limited to the laws of
the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws,
that are currently in effect.
We hereby consent to use of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent
is required by the Act or the Rules.
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Very truly yours, |
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/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON
LLP |
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EXHIBIT 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Movado Group, Inc. of our report dated
March 23, 2023 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial
reporting, which appears in Movado Group, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2023.
/s/ PricewaterhouseCoopers LLP
New York, New York
November 30, 2023
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Movado 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(2) |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount
of
Registration
Fee |
Equity |
Common stock, par value $0.01 per share, issuable pursuant to the Movado Group, Inc. A&R Stock Plan |
Rule 457(h) |
1,767,904 |
$28.79 |
$50,897,956.16 |
$0.00014760 |
$7,512.54 |
Equity |
Common stock, par value $0.01 per share, issuable pursuant to the A&R DC Plan(3) |
Rule 457(h) |
250,000 |
$28.79 |
$7,197,500.00 |
$0.00014760 |
$1,062.35 |
Other |
Deferred Compensation Obligations(4) |
Rule 457(h) |
$70,000,000 |
100% |
$70,000,000.00 |
$0.00014760 |
$10,332.00 |
Total Offering Amounts |
|
$128,095,456.16 |
|
$18,906.89 |
Total Fees Previously Paid |
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|
|
- |
Total Fee Offsets |
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- |
Net Fee Due |
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|
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$18,906.89 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends
or similar transactions. |
| (2) | Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration
fee on the basis of the average of the high and low prices of Movado Group, Inc.’s (the “Company”) common stock reported
by the New York Stock Exchange as of November 24, 2023. |
| (3) | Represents Common Stock issuable under the Company’s Amended and Restated Deferred Compensation
Plan for Executives (the “Deferred Compensation Plan”). |
| (4) | The Deferred Compensation Obligations are unsecured obligations of the Company to pay deferred compensation
in the future in accordance with the terms of the Company’s Deferred Compensation Plan. |
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Movado (PK) (USOTC:MOVAA)
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From May 2023 to May 2024