As filed with the Securities and Exchange Commission on January 12, 1999
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
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 No.)
2280 North Greenville Avenue
Richardson, Texas 75082
(Address of principal executive offices) (Zip Code)
-----------------------
Fossil, Inc. 1993 Long-Term Incentive Plan, as amended
(Full title of the plan)
-----------------------
T.R. Tunnell, Esq.
Senior Vice President and Chief Legal Officer
2280 North Greenville Avenue
Richardson, Texas 75082
(Name and address of agent for service)
(972) 699-2139
(Telephone number, including area code, of agent for service)
-----------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1)(2) per share (3)(4) price (3)(4) fee (4)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 1,800,000 Shares $28.41 $51,138,000 $14,217
value per share
========================================================================================================================
<FN>
(1) The securities to be registered include an aggregate of 1,800,000
shares reserved for issuance under the Fossil, Inc. 1993 Long-Term
Incentive Plan, as amended (the "Plan").
(2) Pursuant to Rule 416, under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price
per share of Common Stock offered hereunder pursuant to the Plan is
calculated to be $28.41, which is the average of the highest and lowest
price per share of Common Stock on the Nasdaq National Market on
January 11, 1999.
</FN>
</TABLE>
<PAGE>
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Fossil, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents previously filed by the Company
with the Securities and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended January 3, 1998.
(2) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended April 4, 1998.
(3) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended July 4, 1998.
(4) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended October 4, 1998.
(5) The Company's Amendment No. 2 to Registration Statement on Form
8-A, filed with the Commission on March 21, 1992, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Delaware General Corporation Law
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believes to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
II-1
<PAGE>
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because such director, officer, employee or
agent has met the applicable standard of conduct set forth in subsections (a)
and (b) of Section 145. Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
Certificate of Incorporation
The Amended and Restated Certificate of Incorporation of the Company
provides that a director of the Company shall not be personally liable to the
Company or its stockholder for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for a transaction from which the director derived an improper
personal benefit or (iv) in respect of certain unlawful dividend payments or
stock purchases or redemptions. If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, but the liability of a
director of the Company, in addition to the limitation on personal liability
described above, shall be limited to the fullest extent permitted by the DGCL,
as so amended. Further, any repeal or modification of such provision of the
Amended and Restated Certificate of Incorporation by the stockholders of the
Company shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a director of the Company existing at the time of
such repeal or modification.
Bylaws
The Amended and Restated Bylaws of the Company provides that each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she or a
person of whom he or she is the legal representative, is or was or has agreed to
become a director or officer of the Company or is or was serving or has agreed
to serve at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceedings is alleged action in an official capacity as a
director or officer or in any other capacity while serving or having agreed to
II-2
<PAGE>
serve as a director or officer, shall be indemnified and held harmless by the
Company to the fullest extent authorized by the DGCL, as an effect or as it may
be amended from time to time, against all expense, liability and loss (including
without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and such indemnification shall
continue as to a person who has ceased to serve in the capacity which initially
entitled such person to indemnity hereunder and shall inure to the benefit of
his or her heirs, executors and administrators. The Bylaws also contain certain
provisions designed to facilitate receipt of such benefits by any such persons.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this
Registration Statement.
4.1 Fossil, Inc. 1993 Long-Term Incentive Plan, as amended
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1 Power of Attorney (included with signature page of this
Registration Statement)
Item 9. Undertakings.
(a) The Company 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;
(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 aggre-
gate, represent a fundamental change in the information set forth in the Regis-
tration 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(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.
II-3
<PAGE>
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
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 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
II-4
<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 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 Richardson, Texas, on January 11, 1999:
FOSSIL, INC.
By: /s/ Tom Kartsotis
----------------------------------------
Tom Kartsotis, Chairman of the Board and
Chief Executive Officer
Each individual whose signature appears below hereby designates and
appoints Tom Kartsotis, Randy S. Kercho and T.R. Tunnell, and each of them, any
one of whom may act without joinder of the other, as his true and lawful
attorney-in-fact and agent (the "Attorneys-in-Fact"), with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, which
amendments may make such changes in this Registration Statement as either
Attorney-in-Fact deems appropriate, and any registration statement relating to
the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933
and request to accelerate the effectiveness of such registration statements, and
to file each such amendment with all requests to accelerate the effectiveness of
such registration statements, and to file each such amendment with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto such and each of them, full power and
authority to do and perform each and every action and thing requisite and
necessary to be done as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that such
Attorneys-in-Fact or either of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacity Date
/s/ Tom Kartsotis Chairman of the Board, Chief January 11, 1999
- ---------------------------- Executive Officer and Director
Tom Kartsotis (Principal Executive Officer)
/s/ Kosta N. Kartsotis President and Chief Operating January 11, 1999
- ---------------------------- Officer and Director
Kosta N. Kartsotis
/s/ Randy S. Kercho Executive Vice President, January 11, 1999
- ---------------------------- Chief Financial Officer and
Randy S. Kercho Treasurer (Principal Financial
and Accounting Officer)
/s/ Michael W. Barnes Executive Vice President January 11, 1999
- ---------------------------- And Director
Michael W. Barnes
/s/ Jal S. Shroff Director January 11, 1999
- ----------------------------
Jal S. Shroff
II-5
<PAGE>
/s/ Kenneth W. Anderson Director January 11, 1999
- ----------------------------
Kenneth W. Anderson
/s/ Alan J. Gold Director January 11, 1999
- ----------------------------
Alan J. Gold
/s/ Donald J. Stone Director January 11, 1999
- ----------------------------
Donald J. Stone
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
4.1 Fossil, Inc. 1993 Long-Term Incentive Plan, as amended
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1 Power of Attorney (included with signature page of this
Registration Statement)
II-7
1993 LONG-TERM INCENTIVE PLAN
of
FOSSIL, INC.
1. Objectives. The Fossil, Inc. 1993 long Term Incentive Plan (the
"Plan") is designed to retain key executives and other selected employees and
reward them for making major contributions to the success of Fossil, Inc., a
Delaware corporation (the "Company"), and its Subsidiaries (as hereinafter
defined). These objectives are to be accomplished by making awards under the
Plan and thereby providing Participants (as hereinafter defined) with a
proprietary interest in the growth and performance of the Company and its
Subsidiaries.
2. Definitions. As used herein, the terms set forth below shall have
the following respective meanings:
"Award" means the grant of any form of stock option, stock appreciation
right, stock award or cash award, whether granted singly, in combination or in
tandem, to a Participant pursuant to any applicable terms, conditions and
limitations as the Committee may establish in order to fulfill the objectives of
the Plan.
"Award Agreement" means a written agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
an Award.
"Board" means the Board of Directors of the Company.
"Common Stock" means the Common Stock, par value $.01 per share, of the
Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means such committee of the Board as is designated by the
Board to administer the Plan. The Committee shall be constituted to permit the
Plan to comply with Rule 16b-3 and shall initially consist of not less than two
members of the Board who are "disinterested persons" within the meaning of such
Rule.
"Director" means an individual serving as a member of the Board.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Fair Market Value" means, as of a particular date, (i) if the shares
of Common Stock are listed on a national securities exchange, the mean between
the highest and lowest sales price per share of Common Stock on the principal
such national securities exchange on that date, or, if there shall have been no
such sale so reported on that date, on the last preceding date on which such a
sale was so reported, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the mean between the highest
and lowest sales price per share of Common Stock on the NASDAQ National Market
1
<PAGE>
System on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported or
(iii) if the Common Stock is not so listed or quoted, the mean between the
closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such quotations
shall be available, as reported by NASDAQ, or, if not reported by NASDAQ, by the
National Quotation Bureau, Inc.
"Participant" means an eligible employee of the Company or any of its
Subsidiaries to whom an Award has been made under this Plan.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.
"Subsidiary" means any corporation of which the Company directly or
indirectly owns shares representing more than 50% of the voting power of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the stockholders of such
corporation.
3. Eligibility. Employees of the Company and its Subsidiaries eligible
for an Award under this Plan are those who hold positions of responsibility and
whose performance, in the judgment of the Committee, can have a significant
effect on the success of the Company and its Subsidiaries.
4. Common Stock Available for Awards. There shall be available for
Awards granted wholly or partly in Common Stock (including rights or options
which may be exercised for or settled in Common Stock) during the term of this
Plan an aggregate of 1,750,000 shares of Common Stock. Awards the value of which
is related to the market value of Common Stock but which are not granted or
payable in Common Stock shall be treated as payable in Common Stock solely for
purposes of the foregoing amount limitation. The Board of Directors and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file required documents with governmental authorities
and stock exchanges and transaction reporting systems to make shares of Common
Stock available for issuance pursuant to Awards. Common Stock related to Awards
that are forfeited or terminated, expire unexercised, are settled in cash in
lieu of Stock or in a manner such that all or some of the shares covered by an
Award are not issued to a Participant, or are exchanged for Awards that do not
involve Common Stock, shall immediately become available for Awards hereunder.
5. Administration. This Plan shall be administered by the Committee,
which shall have full and exclusive power to interpret this Plan, to grant
waivers of the restrictions set forth in this Plan and to adopt such rules,
regulations and guidelines for carrying out this Plan as it may deem necessary
or proper, all of which powers shall be exercised in the best interests of the
Company and in keeping with the objectives of this Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in this
Plan or in any Award in the manner and to the extent the Committee deems
necessary or desirable to carry it into effect. Any decision of the Committee in
the interpretation and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned. No member of the Committee or officer of the Company to whom it has
delegated authority in accordance with the provisions of Paragraph 6 of this
2
<PAGE>
Plan shall be liable for anything done or omitted to be done by him or her, by
any member of the Committee or by any officer of the Company in connection with
the performance of any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.
6. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to, Participants
who are subject to Section 16 of the Exchange Act.
7. Awards. The Committee shall determine the type or types of Awards to
be made to each Participant under this Plan. Each Award made hereunder shall be
embodied in an Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the Participant and by the Chief Executive Officer, the Chief
Operating Officer, or any Vice President of the Company for and on behalf of the
Company. Awards may consist of those listed in this Paragraph 7 and may be
granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to, grants
or rights under this Plan or any other employee plan of the Company or any of
its Subsidiaries, including the plan of any. acquired entity. An Award may
provide for the granting or issuance of additional, replacement or alternative
Awards upon the occurrence of specified events, including the exercise of the
original Award.
(a) Stock Option. An Award may consist of a right to purchase
a specified number of shares of Common Stock at a specified price that is not
less than the par value of the Common Stock on the date of grant of the option.
A stock option may be in the form of an incentive stock option ("ISO") which, in
addition to being subject to the applicable terms, conditions and limitations
established by the Committee, complies with Section 422 of the Code.
(b) Stock Appreciation Right. An Award may consist of a right
to receive a payment, in cash or Common Stock, equal to the excess of the Fair
Market Value or other specified valuation of a specified number of shares of
Common Stock on the date the stock appreciation right ("SAR") is exercised over
a specified strike price as set forth in the applicable Award Agreement.
(c) Stock Award. An Award may consist of Common Stock or may
be denominated in units of Common Stock. All or part of any stock award may be
subject to conditions established by the Committee, and set forth in the Award
Agreement, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining growth rates and other comparable
measurements of performance. Such Awards may be based on Fair Market Value or
other specified valuations. The certificates evidencing shares of Common Stock
issued in connection with a stock award shall contain appropriate legends and
restrictions describing the terms and conditions of the restrictions applicable
thereto.
(d) Cash Award. An Award may be denominated in cash with the
amount of the eventual payment subject to future service and such other
restrictions and conditions as may be established by the Committee, and set
3
<PAGE>
forth in the Award Agreement, including, but not limited to, continuous service
with the Company and its Subsidiaries, achievement of specific business
objectives, increases in specified indices, attaining growth rates and other
comparable measurements of performance.
8. Payment of Awards.
(a) General. Payment of Awards may be made in the form of cash
or Common Stock or combinations thereof and may include such restrictions as the
Committee shall determine, including in the case of Common Stock, restrictions
on transfer and forfeiture provisions. As used herein, "Restricted Stock" means
Common Stock that is restricted or subject to forfeiture provisions.
(b) Deferral. With the approval of the Committee, payments may
be deferred,. either in the form of installments or a future lump sum payment.
The Committee may permit selected Participants to elect to defer payments of
some or all types of Awards in accordance with procedures established by the
Committee. Any deferred payment, whether elected by the Participant or specified
by the Award Agreement or by the Committee, may be forfeited if and to the
extent that the Award Agreement so provides.
(c) Dividends and Interest. Dividends or dividend equivalent
rights may be extended to and made part of any Award denominated in Common Stock
or units of Common Stock, subject to such terms, conditions and restrictions as
the Committee may establish. The Committee may also establish rules and
procedures for the crediting of interest on deferred cash payments and dividend
equivalents for deferred payment denominated in Common Stock or units of Common
Stock.
(d) Substitution of Awards. At the discretion of the
Committee, a Participant may be offered an election to substitute an Award for
another Award or Awards of the same or different type.
9. Stock Option Exercise. The price at which shares of Common Stock may
be purchased under a stock option shall be paid in full at the time of exercise
in cash or, if permitted by the Committee, by means of tendering Common Stock or
surrendering another Award, including Restricted Stock, valued at Fair Market
Value on the date of exercise, or any combination thereof. The Committee shall
determine acceptable methods for tendering Common Stock or other Awards to
exercise a stock option as it deems appropriate. The Committee may provide for
loans from the Company to permit the exercise or purchase of Awards and may
provide for procedures to permit the exercise or purchase of Awards by use of
the proceeds to be received from the sale of Common Stock issuable pursuant to
an Award. Unless otherwise provided in the applicable Award Agreement, in the
event shares of Restricted Stock are tendered as consideration for the exercise
of a stock option, a number of the shares issued upon the exercise of the stock
option, equal to the number of shares of Restricted Stock used as consideration
therefor, shall be subject to the same restrictions as the Restricted Stock so
submitted as well as any additional restrictions that may be imposed by the
Committee.
10. Tax Withholding. The Company shall have the right to deduct appli-
cable taxes from any Award payment and withhold, at the time of delivery or
4
<PAGE>
vesting of shares of Common Stock under this Plan, an appropriate number of
shares of Common Stock for payment of taxes required by law or to take such
other action as maybe necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes. The Committee may also permit
withholding to be satisfied by the transfer to the Company of shares of Common
Stock theretofore owned by the holder of the Award with respect to which
withholding is required. If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value when the
tax withholding is required to be made.
11. Amendment, Modification, Suspension or Termination. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that (i) no amendment or alteration that would impair the rights
of any Participant under any Award granted to such Participant shall be made
without such Participant's consent and (ii) no amendment or alteration shall be
effective prior to approval by the Company's stockholders to the extent such
approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Award then
outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.
12. Termination of Employment. Upon the termination of employment by a
Participant, any unexercised, deferred or unpaid Awards shall be treated as
provided in the specific Award Agreement evidencing the Award. In the event of
such a termination, the Committee may, in its discretion, provide for the
extension of the exercisability of an Award, accelerate the vesting of an Award,
eliminate or make less restrictive any restrictions contained in an Award or
otherwise amend or modify the Award in any manner not adverse to such
Participant.
13. Assignability. No Award or any other benefit under this Plan shall
be assignable or otherwise transferable except by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder. Any attempted assignment of an Award or any other benefit
under this Plan in violation of this Paragraph 13 shall be null and void.
14. Adjustments.
(a) The existence of outstanding Awards shall not affect in
any manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding of any kind, whether or not of a character
similar to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend payable in
shares of Common Stock or capital reorganization or reclassification or other
transaction involving an increase or reduction in the number of outstanding
5
<PAGE>
shares of Common Stock, the Committee may adjust proportionally (i) the number
of Common Stock reserved under this Plan and covered by outstanding Awards
denominated in Common Stock or units of Common Stock; (ii) the exercise or other
price in respect of such Awards; and (iii) the appropriate Fair Market Value and
other price determinations for such Awards. In the event of any consolidation or
merger of the Company with another corporation or entity or the adoption by the
Company of a plan of exchange affecting the Common Stock or any distribution to
holders of Common Stock of securities or property (other than normal cash
dividends or dividends payable in Common Stock), the Committee shall make such
adjustments or other provisions as it may deem equitable, including adjustments
to avoid fractional shares, to give proper effect to such event. In the event of
a corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee shall be authorized to issue or
assume stock options, regardless of whether in a transaction to which Section
425(a) of the Code applies, by means of substitution of new options for
previously issued options or an assumption of previously issued options, or to
make provision for the acceleration of the exercisability of, or lapse of
restrictions with respect to, Awards and the termination of unexercised options
in connection with such transaction.
15. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that this Plan comply in all respects with Rule l6b-3, that any ambiguities or
inconsistencies in the construction of this Plan be interpreted to give effect
to such intention, and that if any provision of this Plan is found not to be in
compliance with Rule 16- 3, such provision shall be null and void to the extent
required to permit this Plan to comply with Rule l6-3. Certificates evidencing
shares of Common Stock delivered under this Plan may be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which
the Common Stock is then listed and any applicable federal and state securities
law. The Committee may cause a legend or legends to be placed upon any such
certificates to make appropriate reference to such restrictions.
16. Unfunded Plan. Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company nor the Board nor the Committee be deemed to
be a trustee of any cash, Common Stock or rights thereto to be granted under
this Plan. Any liability or obligation of the Company to any Participant with
respect to a grant of cash, Common Stock or rights thereto under this Plan shall
be based solely upon any contractual obligations that may be created by this
Plan and any Award Agreement, and no such liability or obligation of the Company
shall be deemed to be secured by any pledge or other encumbrance on any property
of the Company. Neither the Company nor the Board nor the Committee shall be
required to give any security or bond for the performance of any obligation that
may be created by this Plan.
6
<PAGE>
17. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.
18. Effective Date of Plan. This Plan shall be effective as of the date
(the "Effective Date") of the closing of the initial public offering of Common
Stock by the Company.
Notwithstanding the foregoing, the adoption of this Plan is expressly
conditioned upon the approval by the holders of a majority of shares of Common
Stock present, or represented, and entitled to vote at a meeting of the
Company's stockholders held on or before June 30, 1993. If the stockholders of
the Company should fail so to approve this Plan prior to such date, this Plan
shall terminate and cease to be of any further force or effect and all grants of
Awards hereunder shall be null and void.
7
EXHIBIT 5.1
[LETTERHEAD OF JENKENS & GILCHRIST]
January 12, 1999
Fossil, Inc.
2280 North Greenville Avenue
Richardson, Texas 75082
Re: Fossil, Inc. - Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Fossil, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about January 12, 1999, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
1,800,000 shares (the "Shares") of the $0.01 par value common stock (the "Common
Stock") of the Company that have been or may be issued by the Company under the
Fossil, Inc. 1993 LongTerm Incentive Plan, as amended, between the Company and
the signatories thereto (the "Plan").
You have requested an opinion with respect to certain legal aspects of
the proposed offering. In connection therewith, we have examined and relied upon
the original, or copies identified to our satisfaction, of (1) the Amended and
Restated Certificate of Incorporation and the Amended and Restated Bylaws of the
Company; (2) minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Plan, the issuance of the Shares of
Common Stock pursuant to the Plan and related matters; (3) the Registration
Statement and exhibits thereto, including the Plan; and (4) such other documents
and instruments as we have deemed necessary for the expression of opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, and as to the content and form of the Amended and
Restated Certificate of Incorporation, the Amended and Restated Bylaws, minutes,
records, resolutions and other documents or writings of the Company, we have
relied, to the extent deemed reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent check or
verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and assuming that:
(1) the Shares to be sold and issued in the future will be duly issued
and sold in accordance with the terms of the Plan;
<PAGE>
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons who
purchase Shares pursuant to the Plan; and
(3) the consideration for the Shares issued pursuant to the Plan is
actually received by the Company as provided in the Plan and exceeds the par
value of such shares;
then, we are of the opinion that, the Shares issued or sold in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We are licensed to practice law only in the State of Texas. The
opinions expressed herein are specifically limited to the laws of the State of
Texas and the federal laws of the United States of America. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
references to us included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Respectfully submitted,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ Ronald J. Frappier
------------------------
Ronald J. Frappier, Esq.
Authorized Signatory
cc: T.R. Tunnell, Esq.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Fossil, Inc. on Form S-8 of our reports dated February 19, 1998
(except for the first paragraph of Note 10, which is as of March 4, 1998),
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Fossil, Inc. for the year ended January 3, 1998.
/s/ Deloitte & Touche LLP
---------------------------
DELOITTE & TOUCHE LLP
Dallas, Texas
January 11, 1999
