0000950142-18-002030.txt : 20181009 0000950142-18-002030.hdr.sgml : 20181009 20181009170632 ACCESSION NUMBER: 0000950142-18-002030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181009 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181009 DATE AS OF CHANGE: 20181009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVADO GROUP INC CENTRAL INDEX KEY: 0000072573 STANDARD INDUSTRIAL CLASSIFICATION: WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873] IRS NUMBER: 132595932 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16497 FILM NUMBER: 181114297 BUSINESS ADDRESS: STREET 1: 650 FROM ROAD STREET 2: SUITE 375 CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 201-267-8000 MAIL ADDRESS: STREET 1: 650 FROM ROAD STREET 2: SUITE 375 CITY: PARAMUS STATE: NJ ZIP: 07652 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN WATCH CORP DATE OF NAME CHANGE: 19930916 8-K 1 eh1801130_8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 9, 2018

MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)

NEW YORK
(State or other jurisdiction of incorporation)

1-16497

13-2595932
(Commission File Number)
(I.R.S. Employer Identification No.)

650 FROM ROAD, SUITE 375
PARAMUS, NEW JERSEY


07652-3556
(Address of principal executive offices)
(Zip Code)
 
(201) 267-8000
(Registrant’s telephone number, including area code)
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 9, 2018, Movado Group, Inc. (the “Corporation”) filed  with the Department of State of the State of New York (the “NY Department of State”) a Certificate of Amendment (the “Amendment”) to the Restated Certificate of Incorporation of the Corporation dated September 27, 1993.  The Amendment was approved at the Company’s Annual Meeting of Shareholders held on June 17, 2004 but was not filed with the NY Department of State at that time.
The Amendment, which increased the share capital of the Corporation, is as described in the Corporation’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on May 24, 2004.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference. 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.


Exhibit No.
  
Description
3.2
  
 
 
 
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 9, 2018
 
MOVADO GROUP, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mitchell C. Sussis
 
 
Name:
Mitchell C. Sussis
 
 
Title:
Senior Vice President and General Counsel
 
 
 
 
 
 
 EX-3.2 2 eh1801130_ex0302.htm EXHIBIT 3.2
EXHIBIT 3.2
 
CERTIFICATE OF AMENDMENT
 
OF THE
 
RESTATED CERTIFICATE OF INCORPORATION
 
OF
 
MOVADO GROUP, INC.

___________________________________________________

Under Section 805 of the New York Business Corporation Law
___________________________________________________

 
IT IS HEREBY CERTIFIED THAT:

FIRST: The name of the corporation is Movado Group, Inc. (the “Corporation”). The original name under which the Corporation was formed was NORTH AMERICAN WATCH CORPORATION.

SECOND: The date of filing of the Certificate of Incorporation of the Corporation with the Department of State of New York is November 2, 1967. The date of filing of the Restated Certificate of Incorporation of the Corporation with the Department of State of New York is September 27, 1993.

THIRD: Article 4 of the Restated Certificate of Incorporation relating to the authorized capitalization of the Corporation is hereby amended to effect an increase in the aggregate number of shares the Corporation has the authority to issue from 20,000,000 to 100,000,000 shares of Common Stock and from 10,000,000 to 30,000,000 shares of Class A Common Stock, with the par value of all the shares remaining at $0.01 per share. Article 4 of the Restated Certificate of Incorporation is hereby amended to replace the current first paragraph of Article 4 and Paragraph 4.1 with the following:

“The total number of shares of all classes of stock that the Corporation shall have authority to issue is one-hundred-thirty-five million (135,000,000), of which one-hundred-thirty million (130,000,000) shall be shares of common stock, par value one cent ($0.01) per share, and five million (5,000,000) shall be shares of preferred stock, par value one cent ($0.01) per share.

4.1 COMMON SHARES. The common stock, par value one cent ($0.01) per share, shall be divided into Common Stock and Class A Common Stock. There shall be one-hundred million (100,000,000) shares of Common Stock and thirty million (30,000,000) shares of Class A Common Stock (sometimes collectively referred to herein as the “Common Shares”). All Common Shares will be identical and will entitle the holders thereof to the same rights and privileges, except as otherwise provided herein.”
 

FOURTH: The foregoing amendment of the Restated Certificate of Incorporation of the Corporation was authorized by the vote of the Board of Directors of the Corporation, followed by the affirmative vote of more than two-thirds of the voting power of the outstanding shares of the Corporation entitled to vote thereon at a June 17, 2004 meeting of shareholders.
 
IN WITNESS WHEREOF, the Corporation has caused this certificate to be subscribed by its Secretary and affirmed by him as true under the penalties of perjury on the date set forth below.
 
Dated:      October 9    , 2018
 
 
 
 /s/ Mitchell Sussis  
    Name: Mitchell Sussis  
    Title: Secretary