UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For fiscal year ended January 31, 2011
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-16497

MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
 
New York
 
13-2595932
(State or Other Jurisdiction
 
(IRS Employer
of Incorporation or Organization)
 
Identification No.)
     
650 From Road, Ste. 375
Paramus, New Jersey
 
07652-3556
(Address of Principal Executive Offices)
 
(Zip Code)
     
Registrant's Telephone Number, Including Area Code: (201) 267-8000
Securities Registered Pursuant to Section 12(b) of the Act:
 
   
Name of Each Exchange
Title of Each Class
 
on which Registered
Common stock, par value $0.01 per share
 
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes   ¨   No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes   ¨   No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x   No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,'' "accelerated filer'' and "smaller reporting company'' i n Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨                       Accelerated filer x                   Non-accelerated filer ¨
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 31, 2010, was approximately $228,080,000 (based on the closing sale price of the registrant's Common Stock on that date as reported on the New York Stock Exchange). For purposes of this computation, each share of Class A Common Stock is assumed to have the same market value as one share of Common Stock into which it is convertible and only shares of stock held by directors and executive officers were excluded.
The number of shares outstanding of the registrant's Common Stock and Class A Common Stock as of March 31, 2011, were 18,188,523 and 6,634,319, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to registrant's 2011 annual meeting of shareholders (the "Proxy Statement'') are incorporated by reference in Part III hereof.
 
 
 
 
 
 
EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Movado Group, Inc. for the fiscal year ended January 31, 2011, originally filed with the Securities and Exchange Commission on April 7, 2011 (the “Original 10-K”). We are filing this Amendment solely to file Exhibit 10.35—Second Amendment to License Agreement between L.C. Licensing, Inc., Movado Group, Inc. and Swissam Products Limited dated as of December 6, 2010, further amending the License Agreement dated as of November 15, 2005, which was inadvertently omitted in the Original 10-K.
 
In connection with the filing of this Amendment and pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are also filing currently dated certifications of our principal executive officer and principal financial officer. No other information in the Original 10-K is amended or updated by this Amendment.
 
 
 
 
 

 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
MOVADO GROUP, INC.
(Registrant)
Dated: April 27, 2011
By:
/s/ Efraim Grinberg
   
Efraim Grinberg
   
Chairman of the Board of Directors
   
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

     
Dated: April 27, 2011
 
/s/ Efraim Grinberg
   
Efraim Grinberg
   
Chairman of the Board of Directors
   
and Chief Executive Officer
     
Dated: April 27, 2011
 
/s/ Richard J. Coté
   
Richard J. Coté
   
President and
   
Chief Operating Officer
     
Dated: April 27, 2011
 
/s/ Sallie A. DeMarsilis
   
Sallie A. DeMarsilis
   
Senior Vice President, Chief Financial Officer
   
and Principal Accounting Officer
     
Dated: April 27, 2011
 
/s/ Margaret Hayes Adame
   
Margaret Hayes Adame
   
Director
     
Dated: April 27, 2011
 
/s/ Alan H. Howard
   
Alan H. Howard
   
Director
     
Dated: April 27, 2011
 
/s/ Richard D. Isserman
   
Richard D. Isserman
   
Director
     

 
 
 
 

 
Dated: April 27, 2011
 
/s/ Nathan Leventhal
   
Nathan Leventhal
   
Director
     
Dated: April 27, 2011
 
/s/ Donald Oresman
   
Donald Oresman
   
Director
     
Dated: April 27, 2011
 
/s/ Leonard L. Silverstein
   
Leonard L. Silverstein
   
Director
 
 
 
 
 

 
EXHIBIT INDEX
Exhibit
   
Number
Description
 
     
10.35
Second Amendment to License Agreement between L.C. Licensing, Inc., Movado Group, Inc. and Swissam Products Limited dated as of December 6, 2010, further amending the License Agreement dated as of November 15, 2005. *
 
 
31.1
Certification of Chief Executive Officer.
 
 
 
 
31.2
Certification of Chief Financial Officer.
 
 
 
 
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
*
Confidential portions of Exhibit 10.35 have been omitted and filed separately with Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934 .

EXHIBIT 10.35 *
SECOND AMENDMENT
TO
LICENSE AGREEMENT

THIS SECOND AMENDMENT (this “ Second Amendment ”), dated as of December 6, 2010 (the “ Effective Date ”), to the License Agreement dated as of November 15, 2005 (together with its amendment, the “ License Agreement ”) by and between L.C. Licensing, Inc. a Delaware corporation with an office at c/o Liz Claiborne, Inc., 1441 Broadway, New York 10018 on the one hand (“ Licensor ”), and Movado Group, Inc., a New York Corporation with an office at 650 From Road, Paramus, New Jersey 07652 and Swissam Products Limited, a Hong Kong corporation with an office at 1406 World Finance Centre, North Tower, Harbour City, Tsimshatsui, Kowloon, Hong Kong together on the other hand (jointly and severally, “ Licensee ”).

WHEREAS , the Licensor and Licensee (together the “ parties ”) are parties to the License Agreement; and,

WHEREAS , the parties now desire to amend certain terms of the License Agreement, on and subject to the provisions herein.

NOW THEREFORE , in consideration of the premises, the mutual promises set forth below and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

 
1. 
The following Schedules of the License Agreement are each hereby amended by deleting each such Schedule in its entirety and replacing it with the corresponding Schedule attached hereto:

 
(a) 
Schedule 3.3(g) (MINIMUM NET SALES)
 
(b) 
Schedule 8.2 (GUARANTEED MINIMUM ROYALTIES)

 
2. 
Except to the extent expressly modified by this Second Amendment, the License Agreement and all of its terms and conditions remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused their respective duly authorized officers to execute this Second Amendment as of the Effective Date.

 
L.C. LICENSING, INC.
 
    MOVADO GROUP, INC.  
 By:
/s/ Rob Trauber
    By:
/s/  Richard J. Coté
 
 
Name: Rob Trauber
     
Name  Richard J. Coté
 
 
Title:   CFO/COO Partnered Brands
     
Title:   President/COO
 
 
                                                                           
 
SWISSAM PRODUCTS LIMITED
 
       
 
By:
/s/  Timothy F. Michno   
    Name:  Timothy F. Michno   
    Title:      Director   
       

* CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM SCHEDULE 3.3(g) AND SCHEDULE 8.2 AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (“1934 ACT”).


 
 
 

SCHEDULE 3.3(g) MINIMUM NET SALES



Licensee shall achieve Net Sales of Licensed Merchandise in the U.S. of $0 in Year 1 (2005) and    * in Year 2 (2006).  In each year thereafter, Licensee shall achieve Net Sales equal    *

Initial Term :

 
YEAR
SALES
 
 
 
Year 3 (2007)
   
 
Year 4 (2008)
   
 
Year 5 (2009)
     *
 
 
Year 6 (2010)
   
 
Year 7 (2011)
   

Renewal Term, if any :

 
YEAR
SALES
 
 
 
Year 8 (2012)
   
 
Year 9 (2013)
   
 
Year 10 (2014)
     *
 
 
Year 11 (2015)
   
 
Year 12 (2016)
   



 

*CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT


 
 
 
SCHEDULE 8.2 GUARANTEED MINIMUM ROYALTIES (GMR)



The minimum royalty shall be $0 in Year 1 (2005) and      *     in Year 2 (2006).  In each subsequent year, the minimum shall be     *     and the following base amount for such year:

Initial Term :

 
YEAR
MINIMAL ROYALTY
 
 
 
Year 3 (2007)
   
 
Year 4 (2008)
   
 
Year 5 (2009)
                    *
 
 
Year 6 (2010)
   
 
Year 7 (2011)
   

Renewal Term, if any :

 
YEAR
MINIMAL ROYALTY
 
 
 
Year 8 (2012)
   
 
Year 9 (2013)
   
 
Year 10 (2014)
                    *
 
 
Year 11 (2015)
   
 
Year 12 (2016)
   


For the Second Contract Year, royalties in excess of the GMR will only be payable on sales that generate royalty revenue in excess of    *    .

Payment of Guaranteed Minimum Royalties :  The minimum royalty for each Contract Year shall be paid in advance in four (4) equal quarterly installments, on the first day of Licensor’s fiscal quarters commencing January 1, 2006.



*CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT
 
 
 
EXHIBIT 31.1


CERTIFICATIONS

I, Efraim Grinberg, certify that:

1) 
I have reviewed this annual report on Form 10-K/A of Movado Group, Inc.;

2) 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3) 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) 
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a) 
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b) 
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c) 
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d) 
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) 
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
a) 
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2011
/s/ Efraim Grinberg
 
 
Efraim Grinberg
 
Chairman of the Board of Directors
 
and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS
 
I, Sallie A. DeMarsilis, certify that:
 
1) 
I have reviewed this annual report on Form 10-K/A of Movado Group, Inc.;

2) 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3) 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) 
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a) 
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b) 
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c) 
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d) 
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) 
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
a) 
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2011
/s/ Sallie A. DeMarsilis
 
 
Sallie A. DeMarsilis
 
Senior Vice President,
 
Chief Financial Officer and
Principal Accounting Officer

EXHIBIT 32.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the annual report on Form 10-K/A of Movado Group, Inc. (the “Company”) for the year ended January 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, in the capacity indicated below and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: April 27, 2011
/s/ Efraim Grinberg
 
 
Efraim Grinberg
 
Chairman of the Board of Directors
 
and Chief Executive Officer








EXHIBIT 32.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the annual report on Form 10-K/A of Movado Group, Inc. (the “Company”) for the year ended January 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, in the capacity indicated below and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)       The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii)      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: April 27, 2011
/s/ Sallie A. DeMarsilis
 
 
Sallie A. DeMarsilis
 
Senior Vice President,
 
Chief Financial Officer and
 
Principal Accounting Officer