0001104659-21-135656.txt : 20211108 0001104659-21-135656.hdr.sgml : 20211108 20211108161521 ACCESSION NUMBER: 0001104659-21-135656 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20211108 DATE AS OF CHANGE: 20211108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fossil Group, Inc. CENTRAL INDEX KEY: 0000883569 STANDARD INDUSTRIAL CLASSIFICATION: WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873] IRS NUMBER: 752018505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41040 FILM NUMBER: 211388131 BUSINESS ADDRESS: STREET 1: 901 S CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9722342525 MAIL ADDRESS: STREET 1: 901 S CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 FORMER COMPANY: FORMER CONFORMED NAME: FOSSIL INC DATE OF NAME CHANGE: 19940218 8-A12B 1 tm2132026d1_8a12b.htm 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOSSIL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		75-2018505
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

901 S. Central Expressway Richardson, Texas		75080
(Address of Principal Executive Offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

to be Registered

Name of Each Exchange on Which

Each Class is to be Registered

7.00% Senior Notes due 2026

The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-259352

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant’s Securities to be Registered.

The class of securities to be registered hereby is the 7.00% Senior Notes due 2026 (the “Senior Notes”) of Fossil Group, Inc. (the “Company”). For a description of the Senior Notes, reference is made to (i) the information under the heading “Description of debt securities” in the Company’s shelf registration statement on Form S-3 (Registration No. 333-259352) initially filed with the Securities and Exchange Commission (the “Commission”) on September 7, 2021, and declared effective by the Commission on September 30, 2021, and (ii) the information under the heading “Description of the Notes” included in the Prospectus Supplement with respect to the Senior Notes, filed with the Commission pursuant to Rule 424(b) of the general rules and regulations of the Securities Act of 1933, as amended, on November 4, 2021, which information is incorporated herein by reference.

Item 2. Exhibits.

Exhibit No.		Description

4.1		Senior Indenture, dated as of November 8, 2021, by and between Fossil Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 8, 2021 and incorporated herein by reference).

4.2		First Supplemental Indenture, dated as of November 8, 2021, by and between Fossil Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 8, 2021 and incorporated herein by reference).

4.3		Form of 7.00% Senior Note due 2026 (included as Exhibit A to Exhibit 4.2 above).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	Very truly yours,

	FOSSIL GROUP, INC.

	By:	/s/ Sunil M. Doshi
		Sunil M. Doshi
		Senior Vice President, Chief Financial Officer and Treasurer

Dated: November 8, 2021