<PAGE>
As filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 41-1590959
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
</TABLE>
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 403-0500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
G-III APPAREL GROUP, LTD.
1999 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
(full title of the plan)
--------------
MORRIS GOLDFARB
G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 403-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
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
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
==============================================================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE
PER SHARE..................... 850 SHARES $2.00(2) $1,700(2) $0.48
- ------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE
PER SHARE .................... 49,150 SHARES $2.08(3) $102,232(3) $28.43
==============================================================================================================================
</TABLE>
<PAGE>
(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. 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(h) AND BASED ON AN EXERCISE PRICE OF $2.00 PER SHARE
WITH RESPECT TO OPTIONS GRANTED TO PURCHASE 850 SHARES OF COMMON STOCK.
(3) 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 JUNE 15, 1999.
-2-
<PAGE>
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 directors awarded options under G-III Apparel
Group, Ltd. 1999 Stock Option Plan for Non-Employee Directors (the "Plan"),
adopted by G-III Apparel Group, Ltd. (the "Company") and are not being filed
with or included in this Form S-8 in accordance with the rules and regulations
of the Securities and Exchange Commission (the "Commission").
-3-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by G-III Apparel Group, Ltd. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999.
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarterly period ended April 30, 1999.
(iii) The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A dated
December 13, 1989 and 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 subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also 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 a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
-4-
<PAGE>
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 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 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
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C>
4 G-III Apparel Group, Ltd. 1999 Stock Option Plan For Non-Employee Directors
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Grant Thornton
(b) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24 Power of Attorney (included in signature page)
</TABLE>
-5-
<PAGE>
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;
(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 the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission 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
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; 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 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
-6-
<PAGE>
(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
Securities Act of 1933 and is, therefore, unenforce able. 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 Securities Act of 1933 and
will be governed by the final adjudication of such issue.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, State of New York on June 17, 1999.
G-III Apparel Group, Ltd.
By: /s/ Morris Goldfarb
---------------------------
Morris Goldfarb
Chief Executive Officer
-8-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints MORRIS GOLDFARB and WAYNE MILLER or
either 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 Securities
and Exchange 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any 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 Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Morris Goldfarb Director, Co-Chairman of the June 17, 1999
- --------------------------------------------------Board and Chief Executive Officer
Morris Goldfarb (principal executive officer)
/s/ Wayne Miller Senior Vice President, Treasurer June 17, 1999
- --------------------------------------------------and Secretary (principal financial
Wayne Miller and accounting officer)
/s/ Aron Goldfarb Director and Co-Chairman of the June 17, 1999
- --------------------------------------------------Board
Aron Goldfarb
Director June , 1999
- --------------------------------------------------
Lyle Berman
Director June , 1999
- --------------------------------------------------
Thomas J. Brosig
</TABLE>
-9-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Alan Feller Director June 17, 1999
- --------------------------------------------------
Alan Feller
/s/ Carl Katz Director June 17, 1999
- --------------------------------------------------
Carl Katz
Director June , 1999
- --------------------------------------------------
Willem von Bokhorst
/s/ Sigmund Weiss Director June 17, 1999
- --------------------------------------------------
Sigmund Weiss
Director June , 1999
- --------------------------------------------------
George J. Winchell
</TABLE>
-10-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
4 G-III Apparel Group, Ltd. 1999
Stock Option Plan For Non-Employee Directors
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Grant Thornton
(b) Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5).
24 Power of Attorney (included in
signature page)
</TABLE>
<PAGE>
G-III APPAREL GROUP, LTD.
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE. The purpose of the 1999 Stock Option Plan for Non-Employee
Directors (the "Plan") is to enable G-III Apparel Group, Ltd., a Delaware
corporation (the "Company"), to provide compensatory stock options to members of
its Board of Directors (the "Board") who are not employees of, or consultants
to, the Company or its affiliates ("Non-Employee Directors").
2. STOCK SUBJECT TO THE PLAN. The Company may sell a total of 50,000
shares of its common stock, $.01 par value (the "Common Stock"), pursuant to the
Plan. Such shares may be either authorized and unissued or held by the Company
in its treasury. Shares of Common Stock covered by the unexercised portion of an
option which terminates or expires by its terms, by cancellation or otherwise,
will remain issuable under the Plan.
3. ADMINISTRATION. Subject to the provisions of the Plan and applicable
law, the Board, acting in its sole and absolute discretion, will have full power
and authority to interpret, apply and administer the Plan. The decision of the
Board as to any disputed question arising in connection with the Plan or any
option granted under the Plan will be final and conclusive on all persons.
4. OPTION GRANTS. An option to purchase 170 shares of Common Stock will
be granted on the date the Plan is adopted by the Board to each Non-Employee
Director who is then serving as such, subject to approval of the Plan by the
Company's stockholders. An option to purchase at least 1,000
<PAGE>
shares of Common Stock will be granted to each Non-Employee Director on the day
following the date of each annual meeting of the Company's stockholders held
after the date the Plan is adopted by the Board and during the term of the Plan.
The Board, acting in its discretion, may make a one-time grant of an option to
purchase up to 10,000 shares of Common Stock to an individual who first becomes
a Non-Employee Director after the date the Plan is adopted and approved by the
Company's stockholders and the Board, acting in its discretion, may increase the
number of shares covered by any annual option grant to as many as 2,000 shares.
5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan
will be evidenced by a written agreement or certificate containing such terms
and conditions as the Board may prescribe, subject to the provisions of the
Plan.
(a) Exercise Price. The exercise price per share of Common Stock covered
by an option granted under the Plan will be equal to the fair market value of a
share of Common Stock on the date the option is granted. For purposes of the
Plan, the fair market value of a share of Common Stock on any date will be the
closing sale price per share as published by a national securities exchange on
which shares of Common Stock are traded on such date or, if there is no sale of
Common Stock on such date, the average of the bid and asked prices on such
exchange at the close of trading on such date or, if shares of Common Stock are
not listed on a national securities exchange on such date, the average of the
bid and asked prices in the over the counter market at the close of trading on
such date.
-2-
<PAGE>
(b) Option Period Expiration. Unless sooner terminated or exercised, any
option granted under the Plan will expire no more than ten years after the date
the option is granted.
(c) Exercisability of Options. Unless otherwise specified by the Board
at or after the time an option is granted, and unless sooner terminated, an
option will become exercisable in accordance with the following schedule based
upon the number of full years of the optionee's continuous service with the
Company following the date of grant:
<TABLE>
<CAPTION>
FULL INCREMENTAL CUMULATIVE
YEARS OF PERCENTAGE OF PERCENTAGE OF
CONTINUOUS OPTION OPTION
SERVICE EXERCISABLE EXERCISABLE
---------- ------------- -------------
<S> <C> <C>
Less than 1 0% 0%
1 20% 20%
2 20% 40%
3 20% 60%
4 20% 80%
5 or more 20% 100%
</TABLE>
(d) Exercise of Options. All or part of the exercisable portion of an
option may be exercised at any time during the term of the option, subject to
such minimum exercise conditions as the Board may prescribe. An option may be
exercised by transmitting to the Company (1) a written notice specifying the
number of shares to be purchased, and (2) payment in full of the purchase price
together with the amount, if any, deemed necessary by the Company to satisfy its
income tax withholding obligation attributable to such exercise (unless other
arrangements acceptable to the Company are made for the satisfaction of such
withholding obligations).
-3-
<PAGE>
(e) Payment of Exercise Price. The purchase price of Common Stock
acquired under the Plan will be payable in cash and/or such other form of
payment as may be permitted by the Board, including, without limitation, shares
of Common Stock which have been owned by the optionee for at least six months.
The Board may permit the payment of all or a portion of the purchase price in
installments (together with interest) over a period of not more than five years.
If the purchase price is paid with previously-owned shares, then, for the
purpose of applying the 50,000 share limit of Section 2, the number of shares
sold will be equal to the net increase in the number of shares owned by the
optionee as a result of the stock-for-stock exercise.
(f) Buy Out and Settlement. At any time, and from time to time, the
Company may offer to purchase an outstanding option on such terms and conditions
as the Board deems appropriate.
(g) Rights as a Stockholder. No shares of Common Stock will be issued in
respect of the exercise of an option granted under the Plan until full payment
therefor has been made. The holder of an option will have no rights as a
stockholder with respect to shares covered by an option until the date a stock
certificate for such shares is issued to him or her. Except as otherwise
provided herein, no adjustments will be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
(h) Transferability of Options. Options granted under the Plan may not
be assigned or transferred other than upon the optionee's death to a beneficiary
designated by the optionee in a
-4-
<PAGE>
manner acceptable to the Board or, if no designated beneficiary survives the
optionee, pursuant to the optionee's will or by the laws of descent and
distribution. Any such option will be exercisable during the optionee's lifetime
only by the optionee. Notwithstanding the foregoing, the Board, acting in its
discretion, may permit and prescribe conditions for an inter vivos transfer of
an option granted under the Plan.
(i) Termination of Service. Unless otherwise determined by the Board
either when an option is granted or, if no rights of the optionee are thereby
reduced, at any time thereafter, and subject to earlier termination in
accordance with the provisions hereof, the following rules apply with regard to
exercise of vested options held by an optionee at the termination of the
optionee's service with the Company. If an optionee ceases to perform services
for the Company for any reason other than death or disability, then each
outstanding vested option granted to him or her under the Plan will terminate on
the date three months after the date of such termination of service but in no
event after the expiration of the stated term of the option. If an optionee's
service terminates by reason of the optionee's death or disability (or if the
optionee's service terminates by reason of disability and the optionee dies
within one year after such termination of service), then any then outstanding
vested option held by the optionee will expire on the first anniversary of the
date of such termination of service (or one year after the later death of a
disabled optionee) but in no event after the expiration of the stated term of
the option.
-5-
<PAGE>
(j) Changes in Capital Stock. In case of any stock split, stock dividend
or similar transaction which increases or decreases the number of outstanding
shares of Common Stock, the Board will make an appropriate adjustment to the
aggregate number of shares of Common Stock that may be sold under the Plan and
to the number of shares and the exercise price per share covered by any
outstanding options. In the case of a merger, sale of assets or similar
transaction which results in a replacement of the Company's shares of Common
Stock with stock or other securities of another company, the Board may make
arrangements to replace any outstanding options with comparable options to
purchase the stock or securities of such other company. In the absence of an
arrangement for the replacement options, each outstanding option will become
exercisable in full and any such option which is not exercised within the time
period specified by the Board will thereupon terminate.
(k) Other Provisions. The Board may impose such other conditions with
respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws, as
it may deem necessary or advisable.
6. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or
terminate the Plan. Except as otherwise provided in the Plan with respect to
equity changes, any amendment which would increase the aggregate number of
shares of Common Stock as to which options may be granted under the Plan shall
be subject to the approval of the stockholders of the Company. No amendment or
termination may adversely affect any outstanding option without the written
consent of the optionee.
-6-
<PAGE>
7. NO RIGHTS CONFERRED. Nothing contained herein will be deemed to give
any individual a right to receive a discretionary award under the Plan or
interfere with the right of the Company to terminate his or her service with the
Company, as a director or otherwise.
8. GOVERNING LAW. The Plan and each option granted hereunder will be
governed by the internal laws of the State of Delaware.
9. TERM OF THE PLAN. The Plan is effective on the date of its adoption
by the Board, subject to approval by the Company's stockholders at their next
annual meeting, and, unless sooner terminated, the Plan will terminate on the
tenth anniversary of the effective date. Options outstanding when the Plan
terminates will not be affected solely by reason of the termination, provided,
however, that the grant of an option under the Plan before the Plan is approved
by the Company's stockholders will be subject to such approval.
-7-
<PAGE>
[LETTERHEAD OF JAWORSKI L.L.P.]
June 17, 1999
G-III Apparel Group, Ltd.
512 Seventh Avenue
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 50,000 shares of Common Stock of the Company, par value
$.01 per share, which may be issued upon the exercise of options granted or to
be granted pursuant to the G-III Apparel Group, Ltd. 1999 Stock Option Plan For
Non-Employee Directors (the "Plan") (collectively, the "Shares").
As counsel for the Company, we have examined such corporate records,
documents and 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 upon the exercise of
options granted or to be granted pursuant to the Plan, and that the Shares being
registered pursuant to the Registration Statement, when issued upon the exercise
of options granted or to be granted under the Plan, and payment therefor, each
in accordance with the terms of the options and the 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 and to the reference to this firm under the caption
"Interests of Named Experts and Counsel" in each Prospectus constituting a part
of 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.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We have issued our reports dated April 13, 1999 accompanying the
consolidated financial statements of G-III Apparel Group, Ltd. and subsidiaries
appearing in the 1999 Annual Report of G-III Apparel Group, Ltd. to its
shareholders and accompanying the schedules included in the Annual Report on
Form 10-K for the year ended January 31, 1999 which are incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned reports and to the
use of our name as it appears under the caption "Interests of Named Experts and
Counsel."
/s/ Grant Thornton LLP
Grant Thornton LLP
New York, New York
June 17, 1999
