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): August 31, 2005
MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 1-16497 13-2595932
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
650 From Road
Paramus, NJ 07652
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 267-8000
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 August 31, 2005 Movado Group, Inc., (the "Company") signed a joint
venture agreement ("JV Agreement") with Financiere TWC SA ("TWC"), a French
company with established distribution, marketing and sales operations in France
and Germany. One of TWC's wholly owned subsidiaries has been the Company's
exclusive distributor of TOMMY HILFIGER(R) watches in France since 2003.
Under the JV Agreement the Company and TWC will control 51% and 49%,
respectively, of MGI-TWC B.V., a Dutch holding company to be formed that will
own MGI-TWC SAS, a French corporation, and MGI-TWC GmbH, a German corporation
(colletively, the "Subsidiaries"). The Subsidiaries will be responsible for the
marketing, distribution and sale in France and Germany of the Company's licensed
HUGO BOSS(R) and TOMMY HILFIGER(R) brands, as well as future brands licensed to
the Company, subject to the terms of the applicable license agreement. TWC will
be responsible for the day to day management of the Subsidiaries, including
staffing and providing logistical support, inventory management, order
fulfillment, distribution and after sale services, systems and back office
support. The terms of the JV Agreement include financial performance measures
which, if not attained, give either party the right to terminate the JV
Agreement after the fifth (5th) and the tenth (10th) year (January 31, 2011 and
January 31, 2016); restrictions on the transfer of shares in the Dutch holding
company; and a buy out right whereby the Company can purchase all of TWC's
shares in the holding company as of July 1, 2016 and every 5th anniversary
thereafter at a pre-determined price.
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: September 7, 2005
MOVADO GROUP, INC.
By: /s/ Frank V. Kimick
-------------------------------------
Name: Frank V. Kimick
Title: Vice President and Treasurer