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As filed with the Securities and Exchange Commission on May 4, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1590959
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
345 WEST 37TH STREET
NEW YORK, NEW YORK 10018
(212) 629-8830
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
G-III APPAREL GROUP, LTD.
1997 STOCK OPTION PLAN
(full title of the plan)
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MORRIS GOLDFARB
CHIEF EXECUTIVE OFFICER
G-III APPAREL GROUP, LTD.
345 WEST 37TH STREET
NEW YORK, NEW YORK 10018
(212) 629-8830
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies of all communications, including all communications sent to the agent
for service, should be sent to:
NEIL GOLD, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of Securities to be Amount to be offering price per aggregate offering registration fee
registered registered (1) share(2) price (2)
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<S> <C> <C> <C> <C>
Common Stock $.01 par
value per share........... 500,000 shares $5.50 $2,750,000 $812
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(1) AN ADDITIONAL INDETERMINABLE NUMBER OF SHARES ARE ALSO BEING REGISTERED TO
COVER ANY ADJUSTMENTS REQUIRED BY ANTI-DILUTION PROVISIONS IN THE NUMBER OF
SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS GRANTED UNDER THE G-III
APPAREL GROUP, LTD. 1997 STOCK OPTION PLAN.
(2) THE PRICE IS ESTIMATED IN ACCORDANCE WITH RULE 457(h)(1) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING
THE REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF
THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET
ON APRIL 28, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as specified in
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Act") and are not
being filed with or included in this Form S-8 in accordance with the rules and
regulations of this Securities Exchange Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by G-III Apparel
Group, Ltd. ("Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998.
(b) The description of the Company's Common Stock contained in
the Company's Prospectus dated December 14, 1989, forming a part of
the Company's Registration Statement on Form S-1 (File No. 33-31906)
filed with the Commission pursuant to Rule 424(b) on December 13,
1989.
In addition to the foregoing, all documents filed by Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934 (the "Exchange Act") subsequent to the date of this filing and 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, shall be deemed to be incorporated herein by reference and to be a part
thereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware (the
"GCL") authorizes Delaware corporations to eliminate or limit the personal
liability of a director to the corporation or a stockholder for monetary damages
for breach of certain
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fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders, or for acts or omissions not in good faith or
involving intentional misconduct or knowing violation of law, and the unlawful
purchase or redemption of stock or payment of unlawful dividends or the receipt
of improper benefits. The ByLaws of the Company at Article VI provide for the
indemnification of the officers and directors of the Company to the fullest
extent permitted under the GCL. In addition, the Company has executed agreements
with the officers and directors of the Company that require the Company to
indemnify such individuals for liabilities incurred by them because of an act,
omission, neglect or breach of duty committed while acting in the capacity of an
officer or director. Insofar as indemnification for liabilities arising under
the the Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is therefor unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT NO.
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4.1 G-III Apparel Group Ltd. 1997 Stock Option Plan*
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Grant Thornton
24 Power of Attorney (See Signature Page)
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* Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1997, which exhibit is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(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 herein. 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 20 percent 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 herein or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the registration
statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 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 Act, 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; and
(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 Act, each filing of
the Registrant's annual report
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pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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 Act 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 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 against the Registrant 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.
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SIGNATURES
Pursuant to the requirements of the Act, 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 New York, New York on the 30th day of April, 1998.
G-III APPAREL GROUP, LTD.
By: /s/ Morris Goldfarb
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Morris Goldfarb
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Morris Goldfarb and Alan Feller
and each of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting said attorney-in-fact and agent, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated.
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<S> <C> <C>
/s/ Morris Goldfarb
______________________ Co-Chairman of the April 30, 1998
(Morris Goldfarb) Board and Chief
Executive Officer
(Principal Executive
Officer) and Director
/s/ Alan Feller
______________________ Executive Vice President, April 30, 1998
(Alan Feller) Treasurer and Secretary
(Principal Financial
and Accounting
Officer) and Director
/s/ Aron Goldfarb
______________________ Director and April 30, 1998
(Aron Goldfarb) Co-Chairman of the
Board of Directors
/s/ Lyle Berman
______________________ Director April 30, 1998
(Lyle Berman)
/s/ Sigmund Weiss
______________________ Director April 30, 1998
(Sigmund Weiss)
/s/ Thomas J. Brosig
______________________ Director April 30, 1998
(Thomas J. Brosig)
______________________ Director April , 1998
(Willem von Bokhorst)
/s/ George J. Winchell
______________________ Director April 30, 1998
(George J. Winchell)
/s/ Carl Katz
______________________ Director April 30, 1998
(Carl Katz)
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INDEX TO EXHIBITS
EXHIBIT NO.
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4.1 G-III Apparel Group Ltd. 1997 Stock Option Plan*
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Grant Thornton
24 Power of Attorney (See Signature Page)
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* Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1997, which exhibit is
incorporated herein by reference.
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Exhibit 5
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<S> <C> <C>
FULBRIGHT & JAWORSKI
L. L. P.
TELEPHONE: 212/318-3000 A Registered Limited Liability Partnership HOUSTON
FACSIMILE: 212/752-5958 666 FIFTH AVENUE WASHINGTON, D.C.
WRITER'S INTERNET ADDRESS: NEW YORK, NEW YORK 10103-3198 AUSTIN
@FULBRIGHT.COM SAN ANTONIO
WRITER'S DIRECT DIAL NUMBER: DALLAS
NEW YORK
LOS ANGELES
LONDON
HONG KONG
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April 30, 1998
G-III Apparel Group, Ltd.
345 West 37th Street
New York, New York 10018
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by G-III Apparel Group, Ltd. (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to 500,000 shares of Common Stock of the Company, par
value, $.01 per share (collectively, the "Shares") which may be issued under the
Company's 1997 Stock Option Plan (the "1997 Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the 1997 Plan, and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the terms of the 1997
Plan, will be duly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Sincerely yours,
FULBRIGHT & JAWORSKI L.L.P
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 13, 1998 accompanying the
consolidated financial statements and schedule of G-III Apparel Group, Ltd.
and Subsidiaries, included in the Annual Report on Form 10-K for the
year ended January 31, 1998, which is incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.
New York, New York
April 30, 1998
