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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 6, 2006 G-III APPAREL GROUP, LTD. (Exact name of registrant as specified in its charter) DELAWARE 0-18183 41-1590959 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 512 SEVENTH AVENUE 10018 NEW YORK, NEW YORK (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (212) 403-0500 NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) ITEM 8.01 OTHER EVENTS On March 6, 2006, G-III Apparel Group, Ltd. (the "Company") announced that its Board of Directors had approved a three-for-two stock split of the Company's common stock, $.01 par value per share, to be effected in the form of a stock dividend. Stockholders of record at the close of business on March 16, 2006 will be issued one additional share of the Company's common stock for every two shares of common stock they own on such date. The additional shares will be distributed on March 27, 2006. Fractional shares resulting from the stock split will be paid in cash in lieu of shares. A copy of the press release issued by the Company announcing the stock split is furnished herewith as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 99.1 Press Release, dated March 6, 2006, announcing three-for-two stock split. EXHIBIT INDEX Exhibit No. Description - ------- ----------- 99.1 Press Release, dated March 6, 2006, announcing three-for-two stock split. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. G-III APPAREL GROUP, LTD. Date: March 7, 2006 By: /s/Neal S Nackman ------------------------------ Name: Neal S. Nackman Title: Chief Financial Officer
G-III APPAREL GROUP, LTD. Contacts: G-III Apparel Group, Ltd. Investor Relations James Palczynski Integrated Corporate Relations (203) 682-8229 G-III Apparel Group, Ltd. Wayne S. Miller, Chief Operating Officer (212) 403-0500 G-III APPAREL GROUP ANNOUNCES THREE FOR TWO STOCK SPLIT New York, NY- March 6, 2006 - G-III Apparel Group, Ltd. (GIII:NASDAQ) today announced that on March 2, 2006, its Board of Directors approved a three-for-two stock split of the Company's common stock, $.01 par value, which will be paid as a stock dividend. Shareholders of record as of the close of business on March 16, 2006 will receive one additional share of common stock for every two shares of common stock they own on the record date. The new shares will be issued on March 27, 2006 by the Company's transfer agent, Wells Fargo Bank, National Association, 161 N. Concord Exchange, South Saint Paul, MN 55075. Fractional shares resulting from the stock split will be paid in cash in lieu of shares. The date on which the split shares will be reflected in Nasdaq trading prices is March 28, 2006. Prior to the stock split, the Company has outstanding approximately 8,247,464 shares of its common stock. After the stock split, the Company will have outstanding approximately 12,371,196 shares of its common stock. ABOUT G-III APPAREL GROUP, LTD. G-III Apparel Group, Ltd. is a leading manufacturer and distributor of outerwear and sportswear under licensed labels, our own labels and private labels. The Company has fashion licenses, among others, with Calvin Klein, Sean John, Kenneth Cole, Nine West, Cole Haan, Guess?, Jones Apparel, Cece Cord, Izod, Ellen Tracy, Tommy Hilfiger, Donald Trump, and sports licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Louisville Slugger, NASCAR, World Poker Tour and more than 60 universities nationwide. Company-owned labels include, among others, Marvin Richards, Black Rivet, Winlit, LNR, La Nouvelle Renaissance, Colebrook and Siena Studio. G-III APPAREL GROUP, LTD - SAFE HARBOR STATEMENT Statements concerning the Company's business outlook or future economic performance, anticipated revenues, expenses or other financial items; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters are "forward-looking statements" as that term is defined under the Federal Securities laws. Forward-looking statements are subject to risks, uncertainties and factors include, but are not limited to, reliance on licensed product, reliance on foreign manufacturers, the nature of the apparel industry, including changing customer demand and tastes, seasonality, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible disruption from acquisitions, general economic conditions, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update the information in this release