As filed with the Securities and Exchange Commission on June 14, 2000 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) 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) ------------------------ Copy to: NEIL GOLD, ESQ. FULBRIGHT & JAWORSKI L.L.P. 666 FIFTH AVENUE NEW YORK, NEW YORK 10103 (212) 318-3000 ------------------------ CALCULATION OF REGISTRATION FEE 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 COMMON STOCK $.01 PAR VALUE PER SHARE................... 250,000 SHARES $4.78 $1,195,312.50 $315.56 (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.
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.
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:
SIGNATURE TITLE DATE /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
INDEX TO EXHIBITS EXHIBIT NO. - ----------- 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) - ----------------------- * 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.
EXHIBIT 4.2 AMENDMENT TO G-III APPAREL GROUP, LTD.'S 1997 STOCK OPTION PLAN The G-III Apparel Group, Ltd.'s 1997 Stock Option Plan (the "Plan") is hereby amended in the following respect: The first sentence of Section 2 of the Plan is hereby amended to read as follows: "2. Stock Subject to the Plan. Subject to the provisions of Section 6, the Company may issue and sell a total of 750,000 shares of its common stock, $.01 par value (the "Common Stock"), pursuant to the Plan."
EXHIBIT 5.1 June 13, 2000 G-III Apparel Group, Ltd. 512 Seventh Avenue New York, NY 10018 Dear Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on behalf of G-III Apparel Group, Ltd. (the "Company"), relating to an additional 250,000 shares of the Company's Common Stock, $.01 par value per share (the "Shares"), to be issued under the G-III Apparel Group, Ltd. 1997 Stock Option Plan (the "Plan"). As counsel for the Company, we have examined such corporate records, other documents, and such 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 pursuant to the Plan and that the Shares being registered pursuant to the Registration Statement, when issued and paid for under the Plan in accordance with the terms of the Plan, will be duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not 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.
EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated March 31, 2000, accompanying the consolidated financial statements and schedule included in the annual report of G-III Apparel Group, Ltd. and Subsidiaries on Form 10-K for the year ended January 31, 2000. We hereby consent to the incorporation by reference of said report in this Registration Statement of G-III Apparel Group, Ltd. and Subsidiaries on Form S-8. /s/ Grant Thornton LLP New York, New York June 13, 2000