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As filed with the Securities and Exchange Commission on July 20, 1998
Registration No. 333-49699
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FOSSIL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2018505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2280 NORTH GREENVILLE AVENUE T.R. TUNNELL, ESQ.
RICHARDSON, TEXAS 75082 SENIOR VICE PRESIDENT AND CHIEF
(972) 234-2525 LEGAL OFFICER
2280 NORTH GREENVILLE AVENUE
RICHARDSON, TEXAS 75082
(972) 699-2139
(Name, address, including zip code, (Name, address, including zip code,
and telephone number, including area and telephone number, including
code, of registrant's principal area code, of registrant's agent
executive offices) for service)
Copies to:
RONALD J. FRAPPIER, ESQ. BRUCE MENDELSOHN, ESQ.
JENKENS & GILCHRIST, AKIN, GUMP, STRAUSS,
A PROFESSIONAL CORPORATION HAUER & FELD, L.L.P.
1445 ROSS AVENUE, SUITE 3200 1333 NEW HAMPSHIRE AVENUE, N.W.
DALLAS, TEXAS 75202 WASHINGTON, D.C. 20036
(214) 855-4500 (202) 887-4000
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE
PUBLIC: As soon as practicable after May 5, 1998.
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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, as amended (the "Securities Act"), other than
securities offered only in connection with dividend or interest reinvestment
plans, please 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. / /
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 under the Securities Act, please check the following box. / /
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EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SHARES OF COMMON STOCK
Pursuant to its Registration Statement on Form S-3 (Registration
No. 333-49699), Fossil, Inc., a Delaware corporation (the "Company"),
registered 2,150,000 shares of its Common Stock, $0.01 par value ("Common
Stock"), including 215,000 shares offered by the Company and 1,935,000 shares
offered by four Selling Shareholders. Additionally, the Company registered
322,500 shares of Common Stock pursuant to an over-allotment option granted
by one of the Selling Shareholders to the Underwriters. Effective May 5,
1998, 2,150,000 shares of the Common Stock were sold, with 215,000 shares
sold by the Company and 1,935,000 shares sold by the Selling Shareholders.
Subsequently, the Underwriters exercised the over-allotment option. However,
the over-allotment option was not fully exercised. Only 152,500 shares of
Common Stock granted pursuant to the over-allotment option were exercised.
Accordingly, the Company hereby deregisters the remaining 170,000 shares of
Common Stock that were not sold pursuant to the Registration Statement and as
a result of the partial exercise of the over-allotment option.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richardson and the
State of Texas, on July 20, 1998.
FOSSIL, INC.
By: /s/ Tom Kartsotis*
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TOM KARTSOTIS, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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SIGNATURE CAPACITY DATE
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/s/ Tom Kartsotis* Chairman of the Board, Chief July 20, 1998
- ----------------------- Executive Officer and Director
TOM KARTSOTIS (Principal Executive Officer)
/s/ Kosta N. Kartsotis* President and Chief Operating July 20, 1998
- ----------------------- Officer and Director
KOSTA N. KARTSOTIS
/s/ Randy S. Kercho* Executive Vice President, July 20, 1998
- ----------------------- Chief Financial Officer and
RANDY S. KERCHO Treasurer (Principal Financial
and Accounting Officer)
/s/ Michael W. Barnes* Executive Vice President July 20, 1998
- ----------------------- And Director
MICHAEL W. BARNES
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<S> <C> <C>
/s/ Jal S. Shroff* Director July 20, 1998
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JAL S. SHROFF
/s/ Kenneth W. Anderson* Director July 20, 1998
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KENNETH W. ANDERSON
/s/ Alan J. Gold* Director July 20, 1998
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ALAN J. GOLD
/s/ Donald J. Stone* Director July 20, 1998
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DONALD J. STONE
*By: /s/ T.R. Tunnell
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T.R. TUNNELL,
AGENT AND ATTORNEY-IN-FACT
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