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