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As filed with the Securities and Exchange Commission on June 14, 2000
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)
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(Address of registrant's Principal Executive Offices) (Zip Code)
G-III APPAREL GROUP, LTD. 1997 STOCK OPTION PLAN
(Full title of the plan)
------------------------
MORRIS GOLDFARB
CHIEF EXECUTIVE OFFICER
G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(Name and address of agent for service)
(212) 403-0500
(Telephone number, including area code, of agent for service)
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Copy 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
<TABLE>
<CAPTION>
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED(1) OFFERING PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK $.01 PAR VALUE
PER SHARE................... 250,000 SHARES $4.78 $1,195,312.50 $315.56
</TABLE>
(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. 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 THE LOW PRICES OF THE COMMON STOCK
AS REPORTED ON THE NASDAQ NATIONAL MARKET ON JUNE 8, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement on Form S-8 relates to the registration
of additional securities of the same class of other securities for which an
earlier registration statement filed on Form S-8 relating to the G-III Apparel
Group, Ltd. 1997 Stock Option Plan (the "Plan") as noted below. On June 13,
2000, the stockholders of the G-III Apparel Group, Ltd. (the "Company") approved
an amendment to the Plan to increase the number of shares of the Company's
common stock authorized for issuance thereunder from 500,000 to 750,000.
The contents of the Registration Statement on Form S-8 (Registration
No. 33-51765) of the Company, as filed with the Securities and Exchange
Commission on May 4, 1998 is incorporated herein by reference.
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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 13, 2000.
G-III APPAREL GROUP, LTD.
By: /s/ Morris Goldfarb
--------------------------------
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, 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 on Form S-8, and to file the same with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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:
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Morris Goldfarb Chairman of the Board June 13, 2000
--------------------------------- and Chief Executive Officer
Morris Goldfarb (Principal Executive Officer)
and Director
/s/ Wayne Miller Senior Vice President, June 13, 2000
------------------------------------ Treasurer and Secretary
Wayne Miller (Principal Financial Officer)
/s/ Alan Feller Director June 13, 2000
---------------------------
Alan Feller
/s/ Aron Goldfarb Director June 13, 2000
------------------------------------
Aron Goldfarb
/s/ Sigmund Weiss Director June 13, 2000
------------------------------------
Sigmund Weiss
/s/ Carl Katz Director June 13, 2000
------------------------------------
Carl Katz
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
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<S> <C>
4.1 G-III Apparel Group Ltd. 1997 Stock Option Plan*
4.2 Amendment to G-III Apparel Group Ltd. 1997 Stock Option Plan
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Grant Thornton
24 Power of Attorney (See Signature Page)
</TABLE>
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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.
