As filed with the Securities and Exchange Commission on July 10, 2015
Registration No. 333-
UNITED STATES
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)
| Delaware (State or other jurisdiction of incorporation or organization) |
41-1590959 (I.R.S. Employer Identification No.) |
512 Seventh Avenue New
York, New York |
10018 (Zip Code) |
G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan
(Full title of the plan)
Morris Goldfarb, Chief Executive Officer and President
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)
Copy to:
Neil Gold, Esq.
Manuel G. Rivera, Esq.
Norton Rose Fulbright US LLP
666 Fifth Avenue
New York, New York 10103
Telephone: (212) 318-3000
Fax: (212) 318-3400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer R | Accelerated filer ¨ |
Non-accelerated filer £ (Do not check if a smaller reporting company) |
Smaller reporting company £ |
CALCULATION OF REGISTRATION FEE
| Title
of securities to be registered | Amount
to be registered (1) | Proposed maximum offering price per share (2) | Proposed
maximum aggregate offering price (2) | Amount
of registration fee | ||||||||||||
| Common Stock, $0.01 par value | 2,500,000 shares | (3) | $ | 70.85 | $ | 177,125,000 | $ | 20,581.93 | ||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover an additional indeterminable number of shares of common stock which become issuable under the above-named plan by reason of any future stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon $70.85, the average of the high and low sales prices of a share of the registrant’s common stock on the NASDAQ Global Select Market on July 8, 2015. |
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants in the G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which were previously filed by G-III Apparel Group, Ltd. (the “Company”) with the Commission, are incorporated herein by reference:
(a) the Company’s Annual Report on Form 10-K, for the fiscal year ended January 31, 2015, filed on March 30, 2015;
(b) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2015, filed on June 5, 2015;
(c) the Company’s Current Reports on Form 8-K filed on April 7, 2015, May 14, 2015, May 19, 2015 and July 1, 2015; and
(d) the description of the Company’s capital stock contained in the Company’s Form 8-K filed on November 1, 2012.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will 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 any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| 2 |
| 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. Article VII of the Company’s by-laws 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 Securities 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 Securities Act and is therefore unenforceable.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement.
| Exhibit | ||
| No. | Description | |
| 4.1 | By-laws of G-III Apparel Group, Ltd., as amended (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on December 9, 2011). | |
| 5.1 | Opinion of Norton Rose Fulbright US LLP. | |
| 23.1 | Consent of Norton Rose Fulbright US LLP. (included in Exhibit 5.1). | |
| 23.2 | Consent of Ernst & Young LLP. | |
| 24.1 | Power of Attorney (included on signature page to this Registration Statement). | |
| 99.1 | G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on July 1, 2015). |
| 3 |
| 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;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or 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. 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; and
(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 reports filed with or furnished to the Commission by the registrant 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. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 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. |
| (h) | Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 by such |
| 4 |
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 of 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.
| 5 |
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-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 July 10, 2015.
| G-III APPAREL GROUP, LTD. | ||
| By: | /s/ Neal S. Nackman | |
| Neal S. Nackman | ||
| Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints MORRIS GOLDFARB, WAYNE S. MILLER and NEAL S. NACKMAN, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, and in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to 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, 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 thereof.
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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.
| Signature | Title | Date | ||
| /s/ Morris Goldfarb | Chairman of the Board, Chief Executive | July 10, 2015 | ||
| Morris Goldfarb | Officer and President (principal executive | |||
| officer) | ||||
| /s/ Neal S. Nackman | Chief Financial Officer and Treasurer | July 10, 2015 | ||
| Neal S. Nackman | (principal financial and accounting officer) | |||
| /s/ Sammy Aaron | Director and Vice Chairman | July 10, 2015 | ||
| Sammy Aaron | ||||
| /s/ Thomas J. Brosig | Director | July 10, 2015 | ||
| Thomas J. Brosig | ||||
| /s/ Alan Feller | Director | July 10, 2015 | ||
| Alan Feller | ||||
| /s/ Jeffrey Goldfarb | Director | July 10, 2015 | ||
| Jeffrey Goldfarb | ||||
| /s/ Jeanette Nostra | Director | July 10, 2015 | ||
| Jeanette Nostra | ||||
| /s/ Laura Pomerantz | Director | July 10, 2015 | ||
| Laura Pomerantz | ||||
| /s/ Allen Sirkin | Director | July 10, 2015 | ||
| Allen Sirkin | ||||
| /s/ Willem van Bokhorst | Director | July 10, 2015 | ||
| Willem van Bokhorst | ||||
| /s/ Cheryl Vitali | Director | July 10, 2015 | ||
| Cheryl Vitali | ||||
| /s/ Richard White | Director | July 10, 2015 | ||
| Richard White |
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INDEX TO EXHIBITS
| Exhibit | ||
| No. | Description | |
| 4.1 | By-laws of G-III Apparel Group, Ltd., as amended (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on December 9, 2011). | |
| 5.1 | Opinion of Norton Rose Fulbright US LLP. | |
| 23.1 | Consent of Norton Rose Fulbright US LLP. (included in Exhibit 5.1). | |
| 23.2 | Consent of Ernst & Young LLP. | |
| 24.1 | Power of Attorney (included on signature page to this Registration Statement). | |
| 99.1 | G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on July 1, 2015). |
| 8 |
Exhibit 5.1
 | |
| Norton Rose Fulbright US LLP | |
| 666 Fifth Avenue, 31st Floor | |
| New York, New York 10103-3198 | |
| United States | |
| Tel +1 212 318 3000 | |
| Fax +1 212 318 3400 | |
| July 10, 2015 | nortonrosefulbright.com |
G-III Apparel Group, Ltd.
512 Seventh Avenue
New York, NY 10018
Ladies and Gentlemen:
We have acted as counsel to G-III Apparel Group, Ltd., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), that are reserved for issuance pursuant to awards under the Company’s 2015 Long-Term Incentive Plan (the “Plan”), as described in the Company’s Registration Statement on Form S-8 (as it may subsequently be amended, the “Registration Statement”).
In connection with the foregoing, we have examined the Plan and originals or copies of such corporate records of the Company, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.
Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and the pursuant to the award agreements entered into pursuant to the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited exclusively to applicable federal laws of the United States of America and applicable provisions of, respectively, the Delaware Constitution, the Delaware General Corporation Law and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.
G-III Apparel Group, Ltd.
Page 2
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 party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
| /s/ Norton Rose Fulbright US LLP | |
| Norton Rose Fulbright US LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 2,500,000 shares of common stock that may be issued under the G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan of our reports dated March 30, 2015, with respect to the consolidated financial statements and schedule of G-III Apparel Group, Ltd. and subsidiaries and the effectiveness of internal control over financial reporting of G-III Apparel Group, Ltd. and subsidiaries included in its Annual Report (Form 10-K) for the year ended January 31, 2015 filed with the Securities and Exchange Commission.
| /s/ Ersnt & Young LLP | |
| Ernst & Young LLP |
New York, New York
July 10, 2015