As
filed
with the Securities and Exchange Commission on October 9, 2007
Registration
No. 333- _____________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
Registration
Statement Under The
Securities
Act of 1933
INTER
PARFUMS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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13-3275609
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|
(State
or Other Jurisdiction of
Incorporation
or Organization)
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(IRS
Employer Identification No.)
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551
Fifth
Avenue
New
York,
New York 10167
212.983.2640
(Address
of Principal Executive Offices)
Options
Granted Pursuant to Agreements
(Full
Title of the Plans)
Russell
Greenberg, Chief Financial Officer
Inter
Parfums, Inc.
551
Fifth
Avenue
New
York,
New York 10167
212.983.2640
(Name
and
Address of Agent For Service)
Copy
to:
Joseph
A.
Caccamo,
Esq.
GrayRobinson,
P.A.
401
East
Las Olas Boulevard
Suite
1850
Ft.
Lauderdale, Florida 33301
CALCULATION
OF REGISTRATION FEE
|
Title
of securities to be registered
|
|
Amount
to be registered
|
|
Proposed
maximum
offering
price
per
share
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Proposed
maximum aggregate
offering
price
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|
Amount
of
registration
fee
|
|
|
Common
Stock
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|
|
68,600
shares
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$
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23.05
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|
$
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1,581,230
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$
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48.54
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|
·
The
proposed maximum offering price per share ranges from approximately $7.22 to
$23.05.
·
Pursuant
to Rule 416 under the Securities Act of 1933, this registration statement also
covers additional securities that may become issuable in accordance with the
anti-dilution provisions applicable to the options exercisable for the common
stock registered hereunder.
·
Shares
registered hereunder are, or may become, issuable in connection with the
exercise of options granted under the registrant’s stock option
plans.
·
Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise price of the options and
a
registration fee of $30.70 per $1,000,000 of maximum offering
price.
EXPLANATORY
NOTE
We
have
prepared this registration statement in accordance with the requirements of
Form
S-8 under the Securities Act of 1933 to register shares of common stock issuable
on exercise of stock options granted under our employee stock option plans
and
our non-employee director stock option plans. Our common stock is traded on
the
Nasdaq National Market.
This
registration statement on Form S-8 also includes a prospectus prepared in
accordance with Instruction C of Form S-8, in accordance with the requirements
of Part I of Form S-3, and may be used for reoffers and resales on a continuous
or delayed basis in the future of up to an aggregate of 34,500 shares
issuable on exercise of options that may constitute “control
securities.”
INTER
PARFUMS, INC.
68,600 shares
of
common stock
To
Be
Issued Pursuant to
Outstanding
Non-qualified Stock Options Under Our
Employee
Stock Option Plans
and
Our
Non
Employee Director Stock Option Plans
This
prospectus relates to an aggregate of 68,600 shares of our common stock that
may
be issued to the selling security holders upon the exercise of outstanding
non-qualified stock options previously granted to these individuals at exercise
prices ranging from approximately $7.22 to approximately $23.05 per share.
All
selling security holders listed in this prospectus are our officers, directors
or employees.
The
selling security holders may sell all or a portion of the shares of our common
stock from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by selling security holders, except upon
exercise of the options.
Our
common stock trades on the Nasdaq Global Select Market under the symbol “IPAR.”
On October 5, 2007, the last sale price of our common stock as reported on
the
Nasdaq Global Select Market was $24.91 per
share.
Investing
in our common stock involves a high degree risk. For more information, please
see “Risk Factors” beginning on page 2.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined whether this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The
date
of this prospectus is October 9, 2007.
TABLE
OF
CONTENTS
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Page
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Important
Note Regarding Forward Looking Statements
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iv
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Summary:
The Company
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1
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Summary:
Our Business
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1
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Risk
Factors
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2
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Use
Of Proceeds
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7
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Selling
Security Holders
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7
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Stock
Option Plans
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8
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Plan
Of Distribution
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12
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Description
Of Securities
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14
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Transfer
Agent
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15
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Legal
Matters
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Experts
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Documents
Incorporated By Reference
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Where
You Can Find More Information About Us
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16
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You
should only rely on the information contained in this prospectus or incorporated
by reference in this prospectus. We have not authorized any broker or dealer
or
anyone else to provide you with different information. Our common stock is
not
being offered in any jurisdiction where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of this prospectus.
IMPORTANT
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus includes forward-looking statements within the meaning of Section
27A
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934. When used in this prospectus, the words “anticipate,”
“believe,” “estimate,” “will,” “should,” “could,” “may,” “intend,” “expect,”
“plan,” “predict,” “potential,” or “continue” or similar expressions identify
certain of such forward-looking statements. Although we believe that our plans,
intentions and expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such plans, intentions or expectations
will be achieved.
Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
in this report. Important factors that could cause actual results to differ
materially from our forward-looking statements are set forth in this report,
including under the heading “Risk Factors”. Such factors include dependence upon
Burberry for a significant portion of our sales, continuation and renewal of
existing license agreements, sales and marketing efforts of The Gap, Inc.,
protection of our intellectual property rights, effectiveness of sales and
marketing efforts and product acceptance by consumers, dependence upon third
party manufacturers and distributors, dependence upon management, competition,
currency fluctuation and international tariff and trade barriers, governmental
regulation and possible liability for improper comparative advertising or “Trade
Dress”.
These
factors are not intended to represent a complete list of the general or specific
factors that may affect us. It should be recognized that other factors,
including general economic factors and business strategies, may be significant,
presently or in the future, and the factors set forth herein may affect us
to a
greater extent than indicated. All forward-looking statements attributable
to us
or persons acting on our behalf are expressly qualified in their entirety by
the
cautionary statements set forth in this report. Except as required by law,
we
undertake no obligation to update any forward-looking statement, whether as
a
result of new information, future events or otherwise.
SUMMARY
The
Company
We
are
Inter Parfums, Inc. We operate in the fragrance business, and manufacture,
market and distribute a wide array of fragrances and fragrance related products.
Organized under the laws of the State of Delaware in May 1985 as Jean Philippe
Fragrances, Inc., we changed our name to Inter Parfums, Inc. on July 14, 1999.
We have also retained our brand name, Jean Philippe Fragrances, for some of
our
mass-market products.
Our
worldwide headquarters and the office of our three (3) wholly-owned
subsidiaries, Jean Philippe Fragrances, LLC and Inter Parfums USA, LLC, both
New
York limited liability companies, and Nickel USA, Inc., a Delaware corporation,
are located at 551 Fifth Avenue, New York, New York 10176, and our telephone
number is 212.983.2640. Our consolidated wholly-owned subsidiary, Inter Parfums
Holdings, S.A., its majority-owned subsidiary, Inter Parfums, S.A., and its
two
(2) wholly-owned subsidiaries, Inter Parfums Grand Public, S.A., and Inter
Parfums Trademark, S.A., and its majority-owned subsidiary, Nickel, S.A.,
maintain executive offices at 4, Rond Point des Champs Elysees, 75008 Paris,
France. Our telephone number in Paris is 331.5377.0000.
Our
common stock is listed on The Nasdaq Global Select Market under the trading
symbol "IPAR" and we are considered a “controlled company” under the applicable
rules of The Nasdaq Stock Market. The common shares of our subsidiary, Inter
Parfums S.A., are traded on the Euronext Exchange.
We
maintain our internet website at www.interparfumsinc.com
which is
linked to the SEC Edgar database. You can obtain through our website, free
of
charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable
after we have electronically filed with or furnished them to the
SEC.
Our
Business
The
following summary is qualified in its entirety by and should be read together
with the more detailed information and audited financial statements, including
the related notes, contained or incorporated by reference in this
prospectus.
We
operate in the fragrance business and manufacture, market and distribute a
wide
array of fragrances and fragrance related products. We manage our business
in
two segments, European based operations and United States based operations.
Our
prestige fragrance products are produced and marketed by our European operations
through our 72% owned subsidiary in Paris, Inter Parfums, S.A., which is also
a
publicly traded company as 28% of Inter Parfums, S.A. shares trade on the
Euronext. Prestige cosmetics and prestige skin care products represent less
than
3% of consolidated net sales.
We
produce and distribute our prestige fragrance products primarily under license
agreements with brand owners and prestige product sales represented
approximately 84% of net sales for 2006. We have built a portfolio of brands,
which include Burberry, Lanvin, Paul Smith, S.T. Dupont, Christian Lacroix,
Quiksilver/Roxy, Van Cleef & Arpels and Nickel whose products are
distributed in over 120 countries around the world. Burberry is our most
significant license, sales of Burberry products represented 57%, 60% and 62%
of
net sales for the years ended December 31, 2006, 2005 and 2004,
respectively.
Our
prestige products focus on niche brands with a devoted following. By
concentrating in markets where the brands are known, Inter Parfums has had
many
successful launches. We typically launch new fragrance families for our brands
every 2-3 years, with some frequent “seasonal” fragrances introduced as
well.
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operation and represented 16% of sales for
the year ended December 31, 2006. These fragrance products are sold under
trademarks owned by us or pursuant to license or other agreements with the
owners of the Gap,
Banana
Republic, Aziza and
Jordache
trademarks.
The
creation and marketing of each product family is intimately linked with the
brand’s name, its past and present positioning, customer base and, more
generally, the prevailing market atmosphere. Accordingly, we generally study
the
market for each proposed family of fragrance products for almost a full year
before we introduce any new product into the market. This study is intended
to
define the general position of the fragrance family and more particularly its
scent, bottle, packaging and appeal to the buyer. In our opinion, the unity
of
these four elements of the marketing mix makes for a successful
product.
Over
the
past five years, we have grown our business at both the top line and the bottom
line. We have grown from $130.4 million in sales in 2002 to $321.1 million
in
2006, representing a compounded annual growth rate of 25%. During the same
period, our net income grew from $9.4 million in 2002 to $17.7 million in 2006,
representing a compounded annual growth rate of 17%. Our management targets
organic long term sales growth of approximately 10% (measured on an annual
basis) and long term net income growth of approximately 12% - 15% (measured
on
an annual basis). There can be no assurance that we will achieve these targets
in any particular period, or at all, however.
RISK
FACTORS
You
should carefully consider these risk factors, together with all of the other
information contained or incorporated by reference in this prospectus, before
you decide to purchase shares of our common stock. These factors could cause
our
future results to differ materially from those expressed or implied in
forward-looking statements made by us. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also harm our
business. The trading price of our common stock could decline due to any of
these risks, and you may lose all or part of your investment.
We
are dependent upon Burberry for a significant portion of our sales, and the
loss
of this license will have a material adverse effect on us.
Burberry
is our leading prestige brand name, as sales of Burberry products represented
57% 60% and 62% of net sales for the years ended December 31, 2006, 2005
and 2004, respectively.
In
October 2004 our Paris-based subsidiary, Inter Parfums, S.A., entered into
a
12.5-year, exclusive world-wide fragrance license with Burberry Limited,
effective as of July 1, 2004, which replaced the original 1993 license. This
license includes an additional five-year optional term that requires the consent
of both Burberry and Inter Parfums, S.A., and must be exercised, if at all,
prior to December 31, 2014. In addition, Burberry has the right on December
31,
2009 and December 31, 2011 to buy back the license at its then fair market
value. Further, this license provides for a termination on a change in control
of either Inter Parfums, S.A., the licensee, or Inter Parfums, Inc., the
guarantor.
This
license is subject to Inter Parfums, S.A. making required royalty payments
(which are subject to certain minimums), minimum advertising and promotional
expenditures and meeting minimum sales requirements. The new royalty rates,
which are approximately double the rates under the prior license, commenced
as
of July 1, 2004. The new advertising and promotional expenditures, which
commenced on January 1, 2005, as well as the minimum sales requirements, are
substantially higher than under the prior license.
We
are dependent upon the continuation and renewal of various licenses for a
significant portion of our sales, and the loss of one or more licenses could
have a material adverse effect on us.
Substantially
all of our prestige fragrance brands are licensed from unaffiliated third
parties and our business is dependent upon the continuation and renewal of
such
licenses on terms favorable to us. Each license is for a specific term and
may
have additional optional terms. In addition, each license is subject to us
making required royalty payments (which are subject to certain minimums),
minimum advertising and promotional expenditures and meeting minimum sales
requirements. Just as the loss of a license may have a material adverse effect
on us, a renewal on less favorable terms may also negatively impact
us.
If
we are unable to protect our intellectual property rights, specifically
trademarks and brand names, our ability to compete could be negatively
impacted.
The
market for our products depends to a significant extent upon the value
associated with our trademarks and brand names. We own, or have licenses or
other rights to use, the material trademark and brand name rights used in
connection with the packaging, marketing and distribution of our major products
both in the United States and in other countries where such products are
principally sold. Therefore, trademark and brand name protection is important
to
our business. Although most of our brand names are registered in the United
States and in certain foreign countries in which we operate, we may not be
successful in asserting trademark or brand name protection. In addition, the
laws of certain foreign countries may not protect our intellectual property
rights to the same extent as the laws of the United States. The costs required
to protect our trademarks and brand names may be substantial.
The
success of our products is dependent on public taste.
Our
revenues are substantially dependent on the success of our products, which
depends upon, among other matters, pronounced and rapidly changing public
tastes, factors which are difficult to predict and over which we have little,
if
any, control. In addition, we have to develop successful marketing, promotional
and sales programs in order to sell our fragrances and fragrance related
products. If we are not able to develop successful marketing, promotional and
sales programs, then such failure will have a material adverse effect on our
business, financial condition and operating results.
We
are subject to extreme competition in the fragrance industry.
The
market for fragrances and fragrance related products is highly competitive
and
sensitive to changing market preferences and demands. Many of our competitors
in
this market (particularly in the prestige fragrance industry) are larger than
we
are and have greater financial resources than are available to us, potentially
allowing them greater operational flexibility.
Our
success in the prestige fragrance industry is dependent upon our ability to
continue to generate original strategies and develop quality products that
are
in accord with ongoing changes in the market.
In
the
specialty retail market, we are presently selling products only to Gap and
Banana Republic stores, so we do not have any direct competition. However,
such
special retail stores compete directly with other specialty retail stores such
as Abercrombie & Fitch and Victoria Secret, which thereby indirectly compete
with us.
Our
success with mass market fragrance and fragrance related products is dependent
upon our ability to competitively price quality products and to quickly and
efficiently develop and distribute new products.
If
there
is insufficient demand for our existing fragrances and fragrance related
products, or if we do not develop future strategies and products that withstand
competition or we are unsuccessful in competing on price terms, then we could
experience a material adverse effect on our business, financial condition and
operating results.
Consumers
may reduce discretionary purchases of our products as a result of a general
economic downturn.
We
believe that consumer spending on beauty products is influenced by general
economic conditions and the availability of discretionary income. Accordingly,
we may experience sustained periods of declines in sales during economic
downturns, or if terrorism or diseases affect customers’ purchasing patterns. In
addition, a general economic downturn may result in reduced traffic in our
customers’ stores which may, in turn, result in reduced net sales to our
customers. Any resulting material reduction in our sales could have a material
adverse effect on our business, financial condition and operating results.
We
are dependent upon Gap to sell products that we develop for The Gap,
Inc..
We
have
an exclusive agreement with The Gap, Inc. to develop, produce, manufacture
and
distribute personal care and home fragrance products for Gap and Banana Republic
brand names to be sold in Gap and Banana Republic retail stores in the United
States and Canada. Under the terms of such agreement, the products that we
develop are subject to sales and marketing efforts of The Gap, Inc.
If
the
sales and marketing efforts of The Gap, Inc. are not successful for the products
that we have developed, then our future growth potential could be negatively
impacted.
If
we are unable to acquire or license additional brands, or obtain the required
financing for these agreements and arrangements, the growth of our business
could be impaired.
Our
future expansion through acquisitions or new product distribution arrangements,
if any, will depend upon the capital resources and working capital available
to
us. We may be unsuccessful in identifying, negotiating, financing and
consummating such acquisitions or arrangements on terms acceptable to us, or
at
all, which could hinder our ability to increase revenues and build our
business.
We
may engage in future acquisitions that we may not be able to successfully
integrate or manage. These acquisitions may dilute our stockholders and cause
us
to incur debt and assume contingent liabilities.
We
continuously review acquisition prospects that would complement our current
product offerings, increase our size and geographic scope of operations or
otherwise offer growth and operating efficiency opportunities. The financing
for
any of these acquisitions could significantly dilute our stockholders, result
in
an increase in our indebtedness or both. While there are no current agreements
or negotiations underway with respect to any material acquisitions, we may
acquire or make investments in businesses or products in the future.
Acquisitions may entail numerous integration risks and impose costs on us,
including:
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difficulties
in assimilating acquired operations or products, including the loss
of key
employees from acquired businesses;
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diversion
of management’s attention from our core business;
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adverse
effects on existing business relationships with suppliers and customers;
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risks
of entering markets in which we have no or limited prior experience;
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dilutive
issuances of equity securities;
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incurrence
of substantial debt;
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assumption
of contingent liabilities;
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incurrence
of significant amortization expenses related to intangible assets
and the
potential impairment of acquired assets; and
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incurrence
of significant immediate write-offs.
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Our
failure to successfully complete the integration of any acquired business could
have a material adverse effect on our business, financial condition and
operating results.
We
are dependent upon Messrs. Jean Madar and Philippe Benacin, and the loss of
their services could harm our business.
Jean
Madar, our Chief Executive Officer, and Philippe Benacin, our President and
Chief Executive Officer of Inter Parfums, S.A., are responsible for day-to-day
operations as well as major decisions. Termination of their relationships with
us, whether through death, incapacity or otherwise, could have a material
adverse effect on our operations, and we cannot assure you that qualified
replacements can be found. We maintain key man insurance on the lives of both
Mr. Madar ($1 million) and Mr. Benacin ($3.6 million). However, we cannot assure
you that we would be able to retain suitable replacements for either Mr. Madar
or Mr. Benacin.
Our
reliance on third party manufacturers could have a material adverse effect
on
us.
We
rely
on outside sources to manufacture our fragrances and cosmetics. The failure
of
such third party manufacturers to deliver either components or finished goods
on
a timely basis could have a material adverse effect on our business. Although
we
believe there are alternate manufacturers available to supply our requirements,
we cannot assure you that current or alternative sources will be able to supply
all of our demands on a timely basis. We do not intend to develop our own
manufacturing capacity. As these are third parties over which we have little
or
no control, the failure of such third parties to provide components or finished
goods on a timely basis could have a material adverse effect on our business,
financial condition and operating results.
Our
reliance on third party distributors could have a material adverse effect on
us.
We
sell
our prestige fragrances mostly through independent distributors specializing
in
luxury goods. Given the growing importance of distribution, we have begun to
modify our distribution model by the formation of joint ventures or company
owned subsidiaries within key markets. We have little or no control over third
party distributors and the failure of such third parties to provide services
on
a timely basis could have a material adverse effect on our business, financial
condition and operating results. In addition, if we replace existing third
party
distributors with new third party distributors or with our own distribution
arrangements, then transition issues could have a material adverse effect on
our
business, financial condition and operating results.
The
loss of or disruption in our distribution facilities could have a material
adverse effect on our business, financial condition and operating results.
We
currently have one distribution facility in Paris and one in New Jersey.
The loss of one or both of those facilities, as well as the inventory
stored in those facilities, would require us to find replacement facilities
and
assets. In addition, terrorist attacks, or weather conditions, such as natural
disasters, could disrupt our distribution operations. If we cannot replace
our
distribution capacity and inventory in a timely, cost-efficient manner, it
could
have a material adverse effect on our business, financial condition and
operating results.
The
international character of our business renders us subject to fluctuation in
foreign currency exchange rates and international trade tariffs, barriers and
other restrictions.
A
portion
of our Paris subsidiary’s net sales (approximately 34% in 2006) are sold in U.S.
dollars. In an effort to reduce our exposure to foreign currency exchange
fluctuations, we engage in a program of cautious hedging of foreign currencies
to minimize the risk arising from operations. Despite such actions, fluctuations
in foreign currency exchange rates for the U.S. dollar, particularly with
respect to the Euro, could have a material adverse effect on our operating
results. Possible import, export, tariff and other trade barriers, which could
be imposed by the United States, other countries or the European Union might
also have a material adverse effect on our business.
Our
business is subject to governmental regulation, which could impact our
operations.
Fragrances
and fragrance related products must comply with the labeling requirements of
the
Federal Food, Drug and Cosmetics Act as well as the Fair Packaging and Labeling
Act and their regulations. Some of our color cosmetic products may also be
classified as a “drug”. Additional regulatory requirements for products which
are “drugs” include additional labeling requirements, registration of the
manufacturer and the semi-annual update of a drug list.
Our
fragrances are subject to the approval of the Bureau of Alcohol, Tobacco and
Firearms as a result of the use of specially denatured alcohol. So far we have
not experienced any difficulties in obtaining the required
approvals.
Our
fragrances and fragrance related products that are manufactured in France are
subject to certain regulatory requirements of the European Union, but as of
the
date of this report, we have not experienced any material difficulties in
complying with such requirements.
However,
we cannot assure you that, should we develop or market fragrances and fragrance
related products with different ingredients, or should existing regulations
or
requirements be revised, we would not in the future experience difficulty in
complying with such requirements, which could have a material adverse effect
on
our results of operations.
We
may become subject to possible liability for improper comparative advertising
or
“Trade Dress.”
Brand
name manufacturers and sellers of brand name products may make claims of
improper comparative advertising or trade dress (packaging) with respect to
the
likelihood of confusion between some of our mass market products and those
of
brand name manufacturers and sellers. They may seek damages for loss of business
or injunctive relief to seek to have the use of the improper comparative
advertising or trade dress halted. However, we believe that our displays and
packaging constitute fair competitive advertising and are not likely to cause
confusion between our products and others. Further, we have not experienced
to
any material degree, any of such problems to date.
USE
OF
PROCEEDS
We
will
not receive any of the proceeds of the sale by the selling security holders
of
the shares of common stock covered by this prospectus. We will only receive
proceeds from the exercise of the options, and we will use such funds for
working capital purposes.
SELLING
SECURITY HOLDERS
This
prospectus relates to periodic offers and sales of up to 68,600 shares of our
common stock by the selling security holders listed and described below and
their pledgees, donees and other successors in interest. All selling security
holders are either our officers, directors or employees and these options were
granted to these individuals as compensation. The following table sets
forth,
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the
name of each selling security holder,
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·
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the number
of shares
beneficially owned, and |
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·
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the number
of shares
being registered for resale by each selling security
holder. |
We
may
amend or supplement this prospectus from time to time to update the disclosure
set forth in this prospectus. All of the shares being registered for resale
under this prospectus for the selling security holders may be offered hereby.
Because the selling security holders may sell some or all of the shares owned
by
them which are included in this prospectus, and because there are currently
no
agreements, arrangements or understandings with respect to the sale of any
of
the shares, no estimate can be given as to the number of shares being offered
hereby that will be held by the selling security holders upon termination of
any
offering made hereby. We have, therefore, for the purposes of the following
table assumed that the selling security holders will, if applicable, exercise
the options described below, and sell all of the shares owned by them which
are
being offered hereby, but will not sell any other shares of our common stock
that they presently own. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
securities over which an individual or entity has voting or investment power
and
includes any securities which the person or entity has the right to acquire
within 60 days through the conversion or exercise of any security or other
right. The information as to the number of shares of our common stock owned
by
each selling security holder is based upon the information contained in a record
list of our stockholders and option holders at August 1, 2007.
Each
selling security holder will own less than 1% of our issued and outstanding
common stock after the sale of the shares we are registering. Unless otherwise
stated, all beneficially owned shares of common stock are issuable upon exercise
of options, with sole voting power and sole power to dispose.
|
Name
of Selling Shareholder
|
|
Number
of Shares Beneficially
Owned
|
|
Shares
to be
Offered
|
|
Shares
to be
Owned
After
Offering
|
|
| |
|
|
|
|
|
|
|
|
Alex
Canavan
|
|
|
7,000
|
|
|
1,500
|
|
|
5,500
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Andy
Clarke
|
|
|
7,000
|
|
|
1,000
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonita
Baker
|
|
|
2,200
|
|
|
500
|
|
|
1,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce
Campbell
|
|
|
8,000
|
|
|
2,000
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dariel
Torres
|
|
|
2,000
|
|
|
500
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Detrice
Felton
|
|
|
1,700
|
|
|
400
|
|
|
1,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diane
Von Furstenberg
|
|
|
20,000
|
|
|
10,000
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dwayne
Williams
|
|
|
2,800
|
|
|
600
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eduardo
Hermosilla
|
|
|
4,000
|
|
|
1,000
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Francois
Heilbronn
|
|
|
48,3751
|
|
|
1,000
|
|
|
47,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald
McKenna
|
|
|
8,000
|
|
|
2,000
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Javier
Paredes
|
|
|
2,100
|
|
|
500
|
|
|
1,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean
Cailliau
|
|
|
4,000
|
|
|
1,000
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean
Levy
|
|
|
5,0002
|
|
|
1,000
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joanne
Castillano
|
|
|
3,500
|
|
|
500
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
A. Caccamo
|
|
|
12,0003
|
|
|
4,000
|
|
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juan
Morales
|
|
|
2,100
|
|
|
500
|
|
|
1,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kiet
Huynh
|
|
|
5,500
|
|
|
1,500
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lynn
Konko
|
|
|
3,500
|
|
|
500
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Melissa
Corcoran
|
|
|
3,400
|
|
|
700
|
|
|
2,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Hamerling
|
|
|
4,000
|
|
|
1,000
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel
Bes
|
|
|
4,000
|
|
|
1,000
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michelle
Habert
|
|
|
7,000
|
|
|
1,500
|
|
|
5,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe
Santi
|
|
|
32,500
|
|
|
7,500
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rita
Gayed
|
|
|
1,700
|
|
|
400
|
|
|
1,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
Bensoussan
|
|
|
8,0004
|
|
|
1,000
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell
Greenberg
|
|
|
88,0005
|
|
|
18,000
|
|
|
70,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sandra
Johnson
|
|
|
1,600
|
|
|
400
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Serge
Rosinoer
|
|
|
8,7006
|
|
|
1,000
|
|
|
7,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stuart
Fishel
|
|
|
4,000
|
|
|
1,000
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginie
Ejzenbaum
|
|
|
2,500
|
|
|
500
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
Dachille
|
|
|
4,000
|
|
|
4,000
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yolette
Jacques
|
|
|
2,400
|
|
|
600
|
|
|
1,800
|
|
| 1 |
Consists
of 29,375 shares held directly, 15,000 shares held indirectly through
his
children and options to purchase 4,000
shares.
|
| 2 |
Consists
of 1,000 shares held directly and options to purchase 4,000
shares.
|
| 3 |
Consists
of shares of common stock underlying options, 8,000 of which are
held as
nominee for his former employer and 4,000 of which are held for
his
present employer. Beneficial ownership of such shares is
disclaimed.
|
| 4 |
Consists
of 4,000 shares held directly and options to purchase 4,000
shares.
|
| 5 |
Consists
of 2,000 shares held directly and options to purchase 86,000
shares.
|
| 6 |
Consists
of 4,700 shares held directly and options to purchase 4,000
shares.
|
Russell
Greenberg, Philippe Santi, Joseph A. Caccamo, Francois Heilbronn, Jean Levy,
Jean Cailliau, Robert Bensoussan and Serge Rosinoer are members of our board
of
directors. Russell Greenberg and Philippe Santi are also executive officers
of
our company, Joseph A. Caccamo is a shareholder of our legal counsel, and Ms.
Diane Von Furstenberg is a consultant to our company. All of the other selling
shareholders are our employees.
All
of
the shares being registered for Messrs. Heilbronn, Caccamo, Levy, Bensoussan,
Cailliau and Rosinoer are issuable upon the exercise of options granted to
these
individuals under our 2000 Non-Employee Director Stock Option Plan.
The
remaining shares being registered are issuable upon the exercise of options
granted under our 1999 Stock Option Plan.
STOCK
OPTION PLANS
EMPLOYEE
STOCK OPTION PLANS
The
selling security holders who are not nonemployee directors were granted stock
options under our 1999 Stock Option Plan.
Employee
Stock Option Plan Overview
Under
our
employee stock option plans, "incentive stock options" may be granted to key
employees, including officers and directors who are employees, and nonqualified
stock options and/or stock appreciation rights may be granted to key employees,
officers, directors and consultants.
The
purpose of our employee stock option plans are to aid us in attracting and
retaining key employees, directors and consultants and to secure for us the
benefits of the incentive inherent in equity ownership by such persons who
are
responsible for our continuing growth and success.
Administration
Our
employee stock option plans are administered by the Executive Compensation
and
Stock Option Committee of our Board of Directors (the “Committee”). None of the
Committee members are eligible to participate under our 1999 Stock Option Plan.
Grants
of Options
Our
committee has the authority under the employee stock option plans to determine
the terms of options and/or stock appreciation rights granted under the plans,
including, among other things, whether an option shall be an incentive or a
nonqualified stock option, the individuals who shall receive them, whether
a
stock appreciation right shall be granted separately, in tandem with or in
addition to options, the number of shares to be subject to each option and/or
stock appreciation right, the date or dates each option or stock appreciation
right shall become exercisable and the exercise price or base price of each
option and stock appreciation right; provided, however, that the exercise price
of an incentive stock option may not be less than 100% of the fair market value
of the common stock on the date of grant and not less than 110% of the fair
market value in the case of an optionee who at the time of grant owns more
than
10% of our total combined voting power or of any of our subsidiaries.
Terms
and Conditions of Options
The
options and stock appreciation rights granted under our employee stock option
plans are subject to, among other things, the following terms and conditions:
(a) Options
and stock appreciation rights may be granted for terms determined by our
committee, provided, however, that the term of an incentive stock option may
not
exceed ten (10) years, and in the case of an optionee who at the time of grant
owns more than ten percent (10%) of our combined voting power or of any of
our
subsidiaries, the term of an incentive option may not exceed five (5)
years.
(b) Options
are payable in full upon exercise or, in the discretion of our committee,
installments. Payment of the exercise price of an option may be made, in the
discretion of our committee, in cash, in shares of common stock or any
combination thereof.
(c) Options
and stock appreciation rights may not be transferred other than by will or
by
the laws of descent and distribution, and may be exercised during the employee's
lifetime only by him or her.
(d) If
the
employment of the holder of an incentive option is terminated for any reason
other than death or a permanent and total disability, then the incentive option
may be exercised, to the extent exercisable by the holder at the time of
termination of employment, within three (3) months thereafter, but in no event
after expiration of the term of the incentive option. However, if employment
was
terminated either for cause or without our consent, then such option shall
terminate immediately. Any and all nonqualified stock options or stock
appreciation rights granted shall terminate simultaneously with the termination
of association of the holder of such nonqualified option or stock appreciation
right with us for any reason other than the death or permanent and total
disability of such holder.
(e) In
the
case of the death or disability of the holder of an option and/or stock
appreciation right while employed (or death within three (3) months after
termination of employment), his or her legal representative or beneficiaries
may
exercise the option, within twelve (12) months after the date of such death
or
disability, but in no event after the expiration of the term of the option
and/or stock appreciation right.
(f) The
holder is required to pay us the amount we determine is necessary to meet our
obligation to withhold federal, state and local taxes incurred by reason of
the
exercise of a nonqualified stock option or the disqualifying disposition of
shares acquired upon the exercise of an incentive stock option.
Option
Contracts
Each
option and/or stock appreciation right is evidenced by a written contract
between us and the employee receiving the grant. Such contract may provide,
among other things, that (a) the holder agrees to remain in our employ, at
our
election, for the later of (i) the period of time determined by our committee
at
or before the time of grant or (ii) the date to which he is then contractually
obligated to remain associated with us, and (c) the optionee will notify us
of
any disqualifying disposition of shares acquired pursuant to the exercise of
an
incentive stock option and pay any required withholding or other tax.
Adjustment
in Event of Capital Changes
Appropriate
adjustments shall be made in the number and kind of shares available under
our
employee stock option plans, in the number and kind of shares subject to each
outstanding option and stock appreciation right and in the exercise prices
and
base prices thereof in the event of any change in our common stock by reason
of
any stock dividend, recapitalization, merger, consolidation, reorganization,
split-up, combination or exchange of shares or the like.
Duration
and Amendment of the Plans
No
option
may be granted pursuant to our employee stock option plans more than 10 years
after the date of the plan pursuant to which the option was granted. Our full
Board of Directors or the committee may at any time terminate or amend our
employee stock option plans; provided, however, that without the approval of
our
stockholders, no amendment may be made which would (a) increase the maximum
number of shares available for the grant of options (except the anti-dilution
adjustments described above), (b) otherwise materially increase the benefits
accruing to participants under our employee stock option plans or (c) change
the
eligibility requirements for employees who may receive options.
Federal
Income Tax Treatment
The
following is a general summary of the federal income tax consequences under
current tax law of incentive stock options, nonqualified stock options and
stock
appreciation rights. It does not purport to cover all of the special rules,
including special rules relating to optionees subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, and the exercise of an option
with
previously-acquired shares, or the state or local income or other tax
consequences inherent in the ownership and exercise of stock options and the
ownership and disposition of the underlying shares.
An
optionee will not recognize taxable income for federal income tax purposes
upon
the grant of an incentive stock option, a nonqualified stock option or a stock
appreciation right. In the case of an incentive stock option, no taxable income
is recognized upon exercise of the option. If the optionee disposes of the
shares acquired pursuant to the exercise of an incentive stock option more
than
two (2) years after the date of grant and more than one (1) year after the
transfer of the shares to him or her, the optionee will recognize long-term
capital gain or loss and we will not be entitled to a deduction. However, if
the
optionee disposes of such shares within the required holding period, a portion
of his or her gain will be treated as ordinary income and we will generally
be
entitled to deduct such amount.
Upon
the
exercise of a nonqualified stock option, the optionee recognizes ordinary income
in an amount equal to the excess, if any, of the fair market value of the shares
acquired on the date of exercise over the exercise price thereof, and we are
generally entitled to a deduction for such amount on the date of exercise so
long as we properly withhold income taxes thereon. If the optionee later sells
shares acquired pursuant to the nonqualified stock option, he or she will
recognize long-term or short-term capital gain or loss.
In
the
case of a stock appreciation right, the optionee recognizes ordinary income
and
we may deduct an amount equal to the excess, if any, of the fair market value
of
the shares of our common stock on the exercise date over the base price
thereof.
In
addition to the federal income tax consequences described above, an optionee
may
be subject to the alternative minimum tax, which is payable to the extent it
exceeds the optionee's regular tax. For this purpose, upon the exercise of
an
incentive stock option, the excess of the fair market value of the shares over
the exercise price therefor is a tax preference item. In addition, the
optionee's basis in such shares is increased by such amount for purposes of
computing the gain or loss on the disposition of the shares for alternative
minimum tax purposes. If an optionee is required to pay an alternative minimum
tax, the amount of such tax which is attributable to deferral preferences
(including the incentive stock option preference) is allowed as a credit against
the optionee's regular tax liability in subsequent years. To the extent the
credit is not used, it is carried forward.
NONEMPLOYEE
DIRECTORS PLAN
The
selling security holders who are not our employees serve as our nonemployee
directors and were granted stock options under our 2000 Nonemployee Director
Stock Option Plan (the “2000 Plan”).
Option
Grants and Outstanding Options
Prior
to
February 2005, each individual who became a nonemployee director, on the date
of
his initial election or appointment to our Board was granted a nonqualified
stock option to purchase 2,000 shares of our common stock under the 2000 Plan.
Each
nonemployee director other than Joseph A. Caccamo, was granted an option to
purchase 1,000 shares of our common stock commencing on the next February 1st,
and each succeeding February 1st throughout the term of the applicable
nonemployee director plan for so long as he is a nonemployee director. In lieu
of grants of options to purchase 1,000 shares, Joseph A. Caccamo was granted
options to purchase 4,000 annually shares hereunder for as long as he is a
nonemployee director. No option will be granted on any February 1st grant date
to any nonemployee director who first becomes a nonemployee director within
six
months prior to such February 1st grant date.
Terms
and Conditions of Options
Each
option granted under our nonemployee director plan has a term of five (5) years,
except that such terms may be for a shorter period in certain
instances.
If
a
nonemployee director to whom an option has been granted under our nonemployee
director plans ceases to serve on the Board, otherwise than by reason of death
or disability, then his option may be exercised (to the extent that the
nonemployee director was entitled to do so at the time of cessation of service)
at any time within three (3) months after such cessation of service, but in
no
event after the original expiration date.
If
a
nonemployee director to whom an option has been granted under the 2000 Plan
ceases to serve on our Board by reason of disability, the then remaining
unexercised portion of the option may be exercised in whole or in part by the
nonemployee director at any time within one (1) year after such disability,
but
in no event after the original expiration date.
If
a
nonemployee director to whom an option has been granted under our nonemployee
director plans dies while he is serving on the Board or within three (3) months
after ceasing to serve as a member of our Board, then such option may be
exercised by the legatee or legatees of such option under the nonemployee
director's last will, or by his personal representatives or distributed, at
any
time within one (1) year after his death, but in no event after the date on
which, except for such death, the option would otherwise expire.
Amendment
of the Nonemployee Director Plans
Our
full
Board of Directors may amend, suspend or terminate our nonemployee director
plans or any portion thereof at any time but may not, without the approval
of
the our stockholders within twelve (12) months before or after the date of
adoption of any such amendment or amendments, make any alteration or amendment
thereof which (a) makes any change in the class of eligible participants; (b)
increases the total number of shares of our common stock for which options
may
be granted under the nonemployee director plans except in the event of any
change in our common stock by reason of any stock dividend, recapitalization,
merger, consolidation, reorganization, split-up, combination or exchange of
shares or the like; (c) extend the term of the nonemployee director plans or
the
maximum option period provided under the plans; (d) decreases the option price;
or (e) materially increases the benefits accruing to participants under the
nonemployee director stock option plans. The nonemployee director plans cannot
be amended more than once every six (6) months, except to comply with changes
in
the Internal Revenue Code, Employee Retirement Income Security Act or the rules
thereunder.
2004
Nonemployee Director Stock Option Plan
Commencing
in February 2005, nonemployee directors were granted options under the 2004
Nonemployee Director Stock Option Plan (“2004 Plan”) in lieu of the 2000 Plan.
The terms of the 2004 Plan are substantially the same as the 2000 Plan, except
for options granted on or after June 19, 2006, which now vest ratably over
a
four year period.
PLAN
OF
DISTRIBUTION
The
shares offered hereby by the selling security holders may be sold from time
to
time by the selling security holders, or by pledgees, donees, transferees or
other successors in interest. These sales may be made on one or more exchanges
or in the over-the-counter market including the Nasdaq National Market of The
Nasdaq Stock Market, or otherwise at prices and at terms then prevailing or
at
prices related to the then current market price, or in negotiated transactions.
The shares may be sold by one or more of the following methods, including,
without limitation:
| |
·
|
a
block trade in which the broker-dealer so engaged will attempt to
sell the
shares as agent, but may position and resell a portion of the block
as
principal to facilitate the
transaction;
|
| |
·
|
purchases
by a broker or dealer as principal and resale by a broker or dealer
for
its account under this prospectus;
|
| |
·
|
face-to-face
or other direct transactions between the selling security holders
and
purchasers without a broker-dealer or other intermediary;
and
|
| |
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers.
|
In
effecting sales, brokers or dealers engaged by the selling security holders
may
arrange for other brokers or dealers to participate in the resales. Brokers,
dealers or agents may receive compensation in the form of commissions, discounts
or concessions from selling security holders in amounts to be negotiated in
connection with the sale. These broker-dealers and agents and any other
participating broker- dealers, or agents may be deemed to be “underwriters”
within the meaning of the Securities Act of 1933, as amended, in connection
with
the sales. In addition, any securities covered by this prospectus that qualify
for sale under Rule 144 promulgated under the Securities Act of 1933 might
be
sold under Rule 144 rather than under this prospectus.
In
connection with distributions of the shares or otherwise, the selling security
holders may enter into hedging transactions with broker-dealers. In connection
with the transactions, broker-dealers may engage in short sales of the shares
registered hereunder in the course of hedging the positions they assume with
selling security holders. Certain of the selling security holders may also
sell
shares short and deliver the shares to close out the positions. The selling
security holders may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the shares
registered hereunder, which the broker-dealer may resell under this prospectus.
The selling security holders may also pledge the shares registered hereunder
to
a broker or dealer and upon a default, the broker or dealer may effect sales
of
the pledged shares under this prospectus.
Information
as to whether an underwriter(s) who may be selected by the selling security
holders, or any other broker-dealer, is acting as principal or agent for the
selling security holders, the compensation to be received by underwriters who
may be selected by the selling security holders, or any broker-dealer, acting
as
principal or agent for the selling security holders and the compensation to
be
received by other broker-dealers, in the event the compensation of other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer
or
broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including the supplement, if any, to any
person who purchases any of the shares from or through a dealer or
broker.
We
have
advised the selling security holders that during the time as they may be engaged
in a distribution of the shares included herein they are required to comply
with
Regulation M of the Securities Exchange Act of 1934. With certain exceptions,
Regulation M precludes any selling security holders, any affiliated purchasers
and any broker-dealer or other person who participates in the distribution
from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchase
made
in order to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect the marketability
of our common stock.
An
investor may purchase the common stock offered under this prospectus only if
such shares are qualified for sale or are exempt from registration under the
applicable securities laws of the state in which such prospective purchaser
resides. We have not registered or qualified the shares under any state
securities laws and, unless the sale of such shares to a particular investor
is
exempt from registration or qualification under applicable state securities
laws, the sale of such shares to an investor may not be effected until such
shares have been registered or qualified with applicable state securities
authorities.
Sales
of
securities by us and the selling security holders or even the potential of
these
sales may have a negative effect on the market price for shares of our common
stock.
DESCRIPTION
OF SECURITIES
Common
Stock
As
of
October 4, 2007, there were 20,437,292 shares of our common stock outstanding.
Each share of the our common stock will entitle the holder of such share to
one
vote. None of the company’s shareholders have cumulative voting rights. Holders
of shares of our common stock are entitled to vote on all matters.
All
outstanding shares of common stock are, and all shares of common stock to be
outstanding upon completion of this offering will be, validly authorized and
issued, fully paid, and non-assessable.
The
holders of common stock are entitled to one vote for each share held of record
on all matters submitted to a vote of stockholders. Holders of common stock
are
entitled to receive ratably such dividends as may be declared by the board
of
directors out of funds legally available therefor. In the event of our
liquidation, dissolution, or winding up, holders of our common stock are
entitled to share ratably in all of our assets remaining after payment of
liabilities and liquidation preferences of any outstanding shares of preferred
stock. Holders of common stock have no preemptive rights or other subscription
rights to convert their shares into any other securities.
Dividends
In
March
2005 our board of directors increased the cash dividend from $.12 to $.16 per
share per annum, payable $0.04 on a quarterly basis. In December 2005 our board
of directors authorized the continuation of our cash dividend of $.16 per share
per annum, payable $.04 on a quarterly basis. In December 2006 our board of
directors increased the cash dividend from $.16 to $.20 per share per annum,
payable $0.05 on a quarterly basis for 2007.
Our
Certificate of Incorporation provides for the requirement of unanimous approval
of the members of our board of directors for the declaration or payment of
dividends, if the aggregate amount of dividends to be paid by us and our
subsidiaries in any fiscal year is more than thirty percent (30%) of our annual
net income for the last completed fiscal year, as indicated by our consolidated
financial statements.
Preferred
Stock
We
also
have 1,000,000 authorized shares of preferred stock, $.001 par value per share,
none of which are outstanding.
Our
Board
of Directors has the authority, without further action by our stockholders,
to
issue 1,000,000 shares of preferred stock, in one or more series and to fix
the
privileges and rights of each series. These privileges and rights may be greater
than those of the common stock. As of the date of this Prospectus, we do not
have any shares of preferred stock outstanding. Our Board of Directors, without
further shareholder approval, can issue preferred stock with voting, conversion
or other rights that could adversely affect the voting power and other rights
of
the holders of common stock. This type of “blank check preferred stock” makes it
possible for us to issue preferred stock quickly with terms calculated to delay
or prevent a change in our control or make removal of our management more
difficult.
TRANSFER
AGENT
The
transfer agent and registrar for our common stock is American Stock Transfer
& Trust Company, located at 59 Maiden Lane, New York, New York
10038.
LEGAL
MATTERS
The
validity of the shares of common stock which are originally offered under the
registration statement of which this reoffer prospectus forms a part will be
passed on for us by GrayRobinson, P.A., Ft. Lauderdale, Florida. Joseph A.
Caccamo, Esq. of GrayRobinson, P.A., is a director of the Company, and is the
record owner of options to purchase 12,000 shares of Common Stock, 8,000 of
which are held as nominee for his former employer and 4,000 of which are held
for GrayRobinson, P.A.
EXPERTS
The
consolidated financial statements and the related financial statement schedule
of Inter Parfums, Inc., and subsidiaries as of December 31, 2006 and December
31, 2005, and for each of the years in the three-year period ended December
31,
2006, and management's assessment of the effectiveness of internal controls
over
financial reporting as of December 31, 2006 included in Inter Parfums, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2006, have been
incorporated by reference herein and in the registration statement in reliance
upon the reports of Mazars LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
DOCUMENTS
INCORPORATED BY REFERENCE
The
following documents previously filed with the Securities and Exchange Commission
are incorporated herein by reference:
|
|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2006.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, March 22,
2007.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, April 9,
2007.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, April 19,
2007.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, May 9,
2007.
|
|
|
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31,
2007.
|
| |
·
|
Our
Current Report on Form 8-K date of report, July 24,
2007.
|
| |
|
|
| |
·
|
Our
Current Report on Form 8-K date of report, July 30,
2007.
|
| |
|
|
| |
·
|
Our
Current Report on Form 8-K date of report, August 8,
2007.
|
| |
|
|
| |
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2007.
|
| |
|
|
| |
·
|
All
documents that we file with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering shall be deemed to be
incorporated by reference into this prospectus from the date of the
filing
of such documents.
|
Any
statement contained in a document incorporated by reference shall be deemed
to
be modified or superseded for purposes of this prospectus to the extent that
a
statement contained in a later document modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a
part
of this prospectus, except as so modified or superseded.
We
will
provide, without charge, a copy of any document incorporated by reference in
this prospectus but which is not delivered with this prospectus to any person
to
whom this prospectus has been delivered upon the oral or written request of
that
person. Requests should be directed to the attention of the Corporate Secretary,
Inter Parfums, Inc., 551 Fifth Avenue, New York, New York 10167. Our telephone
number is 212.983.2640.
WHERE
YOU
CAN FIND MORE INFORMATION ABOUT US
We
are
subject to the reporting requirements of the Securities Exchange Act of 1934,
and we file reports, proxy statements and other information with the Securities
Exchange Commission. These reports, proxy statements and other information
can
be inspected and copied at the Public Reference Room of the SEC, 100 F Street,
N.E., Washington, D.C. 20549, at prescribed rates. The SEC maintains a website,
www.sec.gov,
which
contains reports, proxy and information statements and other information
regarding registrants, including us, that file electronically with the SEC.
In
addition, you may obtain information from the Public Reference Room by calling
the SEC at 1-800-SEC-0330. Our common stock is quoted on the Nasdaq Global
Market System. Our reports, proxy statements, informational statements and
other
information can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.
We
have
filed with the Commission a registration statement on Form S-8 under the
Securities Act with respect to the our common stock being offered pursuant
to
this prospectus. This prospectus, which is a part of the registration statement,
does not contain all of the information set forth in the registration statement
and its exhibits. For further information with respect to us and the common
stock offered hereby, please refer to the registration statement and its
exhibits.
We
maintain our internet website at www.interparfumsinc.com
which is
linked to the SEC Edgar database. Information contained in our website, other
than reports filed with the SEC, is not a part of this prospectus. You can
obtain through our website, free of charge, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments
to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange as soon as reasonably practicable after we have electronically filed
with or furnished them to the SEC.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents previously filed with the Securities and Exchange Commission
are incorporated herein by reference:
|
|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2006.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, March 22,
2007.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, April 9,
2007.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, April 19,
2007.
|
|
|
·
|
Our
Current Report on Form 8-K date of report, May 9,
2007.
|
|
|
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31,
2007.
|
| |
|
|
| |
·
|
Our
Current Report on Form 8-K date of report, July 24,
2007.
|
| |
|
|
| |
·
|
Our
Current Report on Form 8-K date of report, July 30,
2007.
|
| |
|
|
| |
·
|
Our
Current Report on Form 8-K date of report, August 8,
2007.
|
| |
|
|
| |
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2007.
|
| |
|
|
| |
·
|
All
documents that we file with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering shall be deemed to be
incorporated by reference into this prospectus from the date of the
filing
of such documents.
|
Not
applicable.
The
validity of the shares of common stock which are originally offered under the
registration statement of which this reoffer prospectus forms a part will be
passed on for us by GrayRobinson, P.A., Ft. Lauderdale, Florida. Joseph A.
Caccamo, Esq. of GrayRobinson, P.A., is a director of the Company, and is the
record owner of options to purchase 12,000 shares of Common Stock, 8,000 of
which are held as nominee for his former employer and 4,000 of which are held
for GrayRobinson, P.A.
Section
145 of the Delaware General Corporation Law authorizes a court to award, or
a
corporation’s board of directors to grant, indemnity to directors and officers
in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended (the “Securities
Act”).
As
permitted by Section 145 of the Delaware General Corporation Law, Registrant’s
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty
as
a director, except for liability:
| |
·
|
for any breach of the director’s duty of loyalty to
Registrant or its stockholders; |
| |
|
for
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of the law;
|
| |
|
under
Section 174 of the Delaware General Corporation Law regarding unlawful
dividends and stock purchases; and
|
|
|
·
|
for
any transaction from which the director derived an improper personal
benefit.
|
As
permitted by the Delaware General Corporation Law, Registrant’s bylaws provide
that:
| |
|
Registrant
is required to indemnify its directors and officers to the fullest
extent
permitted by the Delaware General Corporation Law, subject to limited
exceptions;
|
| |
|
Registrant
may indemnify its other employees and agents to the extent that it
indemnifies its officers and directors, unless otherwise required
by law,
its certificate of incorporation, its bylaws or agreements to which
it is
a party;
|
| |
|
Registrant
is required to advance expenses, as incurred, to its directors and
officers in connection with a legal proceeding to the fullest extent
permitted by the Delaware General Corporation Law, subject to limited
exceptions; and
|
|
|
·
|
the
rights conferred in the Bylaws are not
exclusive.
|
Registrant
maintains directors’ and officers’ liability insurance and intends to extend
that coverage for public securities matters.
See
also
the undertakings set out in response to Item 9.
Not
applicable.
|
Number
|
|
Description
|
|
4.20
(1)
|
|
1999
Stock Option Plan, as Amended
|
|
4.19
(2)
|
|
2000
Nonemployee Director Stock Option Plan
|
|
4.22
|
|
Form
of Nonqualified Stock Option Contract- Employees (filed
herewith)
|
|
4.23
|
|
Form
of Nonqualified Stock Option Contract- Non-Employee Directors (filed
herewith)
|
|
5.1
|
|
Opinion
of GrayRobinson, P.A. (filed herewith)
|
|
23.1
|
|
Consent
of GrayRobinson, P.A. (included in Exhibit 5.1)
|
|
23.2
|
|
Consent
of Mazars LLP(filed herewith)
|
|
24.1
|
|
Power
of Attorney (included on signature page of this registration
statement)
|
|
(1)
|
Incorporated
by reference to the exhibit of the same number filed with our Annual
Report on Form 10-K for our fiscal year ended December 31,
2001.
|
|
(2)
|
Incorporated
by reference to the exhibit of the same number filed with our Annual
Report on Form 10-K for our fiscal year ended December 31,
2000.
|
A. The
undersigned registrant hereby undertakes:
| |
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement;
|
| |
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
| |
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement; and
|
| |
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13
or
Section 15(d) of the Exchange Act of 1934 that are incorporated by reference
in
the registration statement.
| |
(2)
|
That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
|
| |
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
B. The
undersigned registrant hereby undertakes that, for purposes of determining
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
C. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
New
York, State of New York, on this 5th
day of
October, 2007.
| |
|
|
| |
INTER
PARFUMS, INC.
|
|
|
|
|
|
By: |
/s/
Jean
Madar |
| |
Jean
Madar, Chief Executive Officer
|
Each
person whose signature appears below hereby appoints Jean
Madar
and
Russell
Greenberg,
and
both of them, either of whom may act without the joinder of the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement on
Form S-8, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to perform each and every
act and thing appropriate or necessary to be done, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof. Pursuant to the
requirements of the Securities Act, this registration statement has been signed
by the following persons in the capacities and on the dates
indicated.
|
Signature
|
|
Title
|
|
Date
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Jean Madar
Jean
Madar
|
|
Chairman
of the Board of Directors
And
Chief Executive Officer
|
|
October
5,
2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Russell Greenberg
Russell
Greenberg
|
|
Chief
Financial and Accounting Officer
and
Director
|
|
October
5,
2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Philippe Benacin
Philippe
Benacin
|
|
Director
|
|
July
10, 2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Philippe Santi
Philippe
Santi
|
|
Director
|
|
July
10, 2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Francois Heilbronn
Francois
Heilbronn
|
|
Director
|
|
10
July 2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Joseph A. Caccamo
Joseph
A. Caccamo
|
|
Director
|
|
10
August 2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Jean Levy
Jean
Levy
|
|
Director
|
|
July
10, 2007
|
| |
|
|
|
|
| |
|
|
|
|
|
Robert
Bensoussan-Torres
|
|
Director
|
|
________,
2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Jean Cailliau
Jean
Cailliau
|
|
Director
|
|
11
July 2007
|
| |
|
|
|
|
| |
|
|
|
|
|
Serge
Rosinoer
|
|
Director
|
|
________,
2007
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Patrick Choël
Patrick
Choël
|
|
Director
|
|
10
July 2007
|
EXHIBIT
INDEX
|
Number
|
|
Description
|
|
4.20
(1)
|
|
1999
Stock Option Plan, as Amended
|
|
4.19
(2)
|
|
2000
Nonemployee Director Stock Option Plan
|
|
4.22
|
|
Form
of Nonqualified Stock Option Contract- Employees (filed
herewith)
|
|
4.23
|
|
Form
of Nonqualified Stock Option Contract- Non-Employee Directors (filed
herewith)
|
|
5.1
|
|
Opinion
of GrayRobinson, P.A. (filed herewith)
|
|
23.1
|
|
Consent
of GrayRobinson, P.A. (included in Exhibit 5.1)
|
|
23.2
|
|
Consent
of Mazars LLP(filed herewith)
|
|
24.1
|
|
Power
of Attorney (included on signature page of this registration
statement)
|
|
(1)
|
Incorporated
by reference to the exhibit of the same number filed with our Annual
Report on Form 10-K for our fiscal year ended December 31,
2001.
|
|
(2)
|
Incorporated
by reference to the exhibit of the same number filed with our Annual
Report on Form 10-K for our fiscal year ended December 31,
2000.
|