<PAGE> 1
As filed with the Securities and Exchange Commission on October 21, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
13-2595932
New York (I.R.S. Employer
(State or other jurisdiction of Identification Number)
incorporation or organization)
125 Chubb Avenue
Lyndhurst, New Jersey 07071
(201) 460-4800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Timothy F. Michno, Esq.
Movado Group, Inc.
125 Chubb Avenue
Lyndhurst, New Jersey 07071
(201) 460-4800
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
Judith R. Thoyer, Esq. Denise A. Cerasani, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison Dewey Ballantine LLP
1285 Avenue of the Americas 1301 Avenue of the Americas
New York, New York 10019 New York, NY 10019
(212) 373-3000 (212) 259-8000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.|X| No. 333-35875
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Per Aggregate Amount of
of Securities to be Registered Registered (1) Share (2) Offering Price (2) Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, ($.01 par value)... 80,000 $21.50 $1,720,000 $521.21
=============================================================================================================
</TABLE>
(1) Includes 80,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
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<PAGE> 2
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-35875)
Movado Group, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-35875), as amended (including the exhibits
thereto), declared effective at approximately 3:30 p.m. on October 20, 1997 by
the Securities and Exchange Commission.
2
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<S> <C>
Exhibit Description
Number -----------
-------
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
23.1* Consent of Price Waterhouse LLP.
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in opinion
filed as Exhibit 5.1).
</TABLE>
* Filed herewith.
(b) Financial Statement Schedules and Related Report are incorporated by
reference herein.
Schedule VIII -- Valuation and Qualifying Accounts and Reserves
(incorporated by reference to Movado Group, Inc. Registration Statement on Form
S-3 (Registration No. 333-35875)).
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 21st day of October, 1997.
MOVADO GROUP, INC.
By: /s/ Efraim Grinberg
-------------------------
Efraim Grinberg
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 21, 1997.
Signature Title
/s/ Gedalio Grinberg Chairman of the Board and Chief Executive
- --------------------------- Officer (Principal Executive Officer)
Gedalio Grinberg
/s/ Efraim Grinberg President and Director
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Efraim Grinberg
/s/ Michael J. Bush Executive Vice President, Chief Operating
- --------------------------- Officer and Director
Michael J. Bush
/s/ Kenneth J. Adams Senior Vice President and Chief Financial
- --------------------------- Officer (Principal Financial Officer)
Kenneth J. Adams
/s/ John J. Rooney Corporate Controller (Principal
- --------------------------- Accounting Officer)
John J. Rooney
/s/ Margaret Hayes Adame Director
- ---------------------------
Margaret Hayes Adame
/s/ Alan H. Howard Director
- ---------------------------
Alan H. Howard
/s/ Donald Oresman Director
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Donald Oresman
II-2
<PAGE> 5
/s/ Leonard L. Silverstein Director
- --------------------------
Leonard L. Silverstein
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
5.1 * Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
23.1 * Consent of Price Waterhouse LLP.
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
opinion filed as Exhibit 5.1).
* Filed herewith.
II-3
<PAGE> 1
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
October 21, 1997
Movado Group, Inc.
125 Chubb Avenue
Lyndhurst, New Jersey 07071
Movado Group, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement (the "Abbreviated
Registration Statement"), filed today with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) of the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder (the "Rules"), which incorporates by reference the Registration
Statement on Form S-3 (the "Registration Statement") (Registration No.
333-35875), which was declared effective on October 20, 1997 by the Commission,
we have been requested by Movado Group, Inc., a New York corporation (the
"Company"), to furnish our opinion as to the legality of the 80,000 shares (the
"Over-Allotment Shares") of common stock, par value $0.01 per share (the "Common
Stock"), that may be sold by The Grinberg Family Foundation upon exercise of the
Underwriters' over-allotment option, all of which shares are being registered
for sale under the Abbreviated Registration Statement.
In connection with the furnishing of this opinion, we have reviewed the
Abbreviated Registration Statement and the Registration Statement (including all
<PAGE> 2
Movado Group, Inc. 2
amendments thereto filed on or prior to the date hereof), the form of the
Underwriting Agreement for the sale of the Common Stock included as Exhibit 1.1
to the Registration Statement, originals, or copies certified or otherwise
identified to our satisfaction, of the Company's Restated Certificate of
Incorporation and Restated By-laws, as amended to date, and records of certain
of the Company's corporate proceedings. We have made such other investigations
of fact and law and have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such other
certificates, records, agreements, instruments and documents, as in our judgment
are necessary or appropriate to render the opinion expressed below.
In rendering the opinion set forth below, 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 original documents of all documents submitted to us as certified,
photocopied, reproduced or conformed copies, the authenticity of all such 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.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that the Over-Allotment
Shares, when issued upon conversion of a like amount of Class A Common Stock,
par value $.01 per share, of the Company into shares of Common Stock, will be
duly authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the New York Business
Corporation Law. Our opinion is rendered only with respect to the laws, and the
rules, regulations and orders thereunder, which are currently in effect.
We consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and the reference to our name under the
caption "Legal Matters" in the prospectus incorporated by reference into the
Abbreviated Registration Statement. In giving this consent, we do not thereby
agree that we come within the category of persons whose consent is required by
the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 24, 1997, except as to Note 16 which is as of September 29, 1997, which
appears on page F-2 of the Registration Statement on Form S-3 (No. 333-35875)
as amended, which appears in such Prospectus. We also consent to the application
of such report to the Financial Statement Schedule for the three years ended
January 31, 1997 listed under Item 16(b) of this Registration Statement when
such schedule is read in conjunction with the financial statements referred to
in our report. The audits referred to in such report also included this
schedule.
PRICE WATERHOUSE LLP
Morristown, New Jersey
October 21, 1997
