SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 2004
MOVADO GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
NEW YORK 0-22378 13-2595932
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
650 FROM ROAD
PARAMUS, NEW JERSEY 07652
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 267-8000
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 1, 2004, Movado Group, Inc. (the "Company") completed the
previously announced acquisition of the Ebel business (the "Ebel Business") from
LVMH Moet Hennessy Louis Vuitton ("LVMH") pursuant to a Share Purchase and
Transfer of Assets and Liabilities Agreement, dated December 22, 2003, between
Concord Watch Company SA, a wholly-owned subsidiary of the Company (the
"Purchaser"), and Sofidiv SAS, a wholly-owned subsidiary of LVMH (the "Seller"),
as amended by Amendment dated March 1, 2004 (the "Purchase Agreement"), except
for the acquisition of the Ebel Business in Germany, which the Company expects
to complete on or about April 15, 2004. The transaction was effected through (i)
the acquisition by the Purchaser from the Seller of all of the outstanding
shares of capital stock of Ebel SA, a wholly-owned subsidiary of the Seller
engaged in the Ebel Business, and (ii) the transfer of certain additional assets
and liabilities related to the Ebel Business from certain affiliates of the
Seller to certain affiliates of the Purchaser.
The total purchase price, which was based in part on the net book value
of the transferred assets, was CHF 47,873,387.50 cash (approximately $37,937,545
based on exchange rates as at February 27, 2004), subject to post-closing
adjustments. The Company funded the acquisition from cash on hand. The Company
currently intends to use the acquired assets in the continued operation of the
Ebel Business.
The foregoing summary of the acquisition is qualified in its entirety
by the specific terms and provisions of the Purchase Agreement. A copy of the
Share Purchase and Transfer of Assets and Liabilities Agreement is filed as
Exhibit 2.1 to this report and a copy of the Amendment is filed as Exhibit 2.2
to this report and each is incorporated herein by reference.
ITEM 5. OTHER EVENTS
The Company issued a press release on March 1, 2004 announcing the
completion of the acquisition of the Ebel Business. A copy of the press release
is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
It is impractical for the Company to provide the financial statements
required by this Item 7(a) at this time. In accordance with Item 7(a)(4) of Form
8-K, the required financial statements will be filed by amendment to this report
no later than 60 days after the date that this report must be filed.
(b) Pro forma financial information.
It is impractical for the Company to provide the financial statements
required by this Item 7(b) at this time. In accordance with Item 7(b)(2) of Form
8-K, the required
financial statements will be filed by amendment to this report no later than 60
days after the date that this report must be filed.
(c) Exhibits
2.1 Share Purchase and Transfer of Assets and Liabilities
Agreement, dated December 22, 2003 (schedules to the
Share Purchase and Transfer of Assets and Liabilities
Agreement, a list of which appears therein, have been
omitted but will be furnished to the Securities and
Exchange Commission upon request)
2.2 Amendment, dated March 1, 2004
99.1 Press Release, dated March 1, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOVADO GROUP, INC.
Date: March 15, 2004 By: /s/ Timothy F. Michno
-----------------------------------
Name: Timothy F. Michno
Title: General Counsel and
Secretary
EXHIBIT INDEX
2.1 Share Purchase and Transfer of Assets and Liabilities
Agreement, dated December 22, 2003 (schedules to the Share
Purchase and Transfer of Assets and Liabilities Agreement, a
list of which appears therein, have been omitted but will be
furnished to the Securities and Exchange Commission upon
request)
2.2 Amendment, dated March 1, 2004
99.1 Press Release, dated March 1, 2004