UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 27, 2004
MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
0-22378 13-2595932
(Commission File Number) (IRS Employer Identification No.)
650 FROM ROAD
PARAMUS, NJ 07652
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 267-8000
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 27, 2004, Movado Group, Inc. (the "Registrant")
entered into employment agreements with Mr. Eugene J. Karpovich, the Senior Vice
President and Chief Financial Officer of the Registrant, Mr. Frank V. Kimick,
the Vice President, Treasurer and Assistant Secretary of the Registrant, and Mr.
Timothy F. Michno, the Secretary and General Counsel of the Registrant.
OPTION GRANTS
Under each agreement, each employee received a grant of
options under the Registrant's 1996 Stock Incentive Plan (the "Plan"). In each
case, the options are exercisable at a price of $14.05 per share, which was the
fair market value per share of our common stock on the grant date, as determined
under the Plan, and vest in equal installments at the third, fourth and fifth
anniversaries of the grant date. Subject to earlier termination or forfeiture,
vested options may be exercised at any time up to the tenth anniversary of the
grant date. Options will also vest automatically upon a Change of Control (as
defined in the Plan), provided that no option may be exercised until six months
after the date of grant.
The options will be forfeited upon a termination for Cause (as
defined in the Plan). Upon a termination of employment by reason of retirement
(1) at or after age 65 or (2) before age 65 but after age 55 under certain
circumstances, unvested options will immediately vest, and the options will be
exercisable until the earlier of three years after retirement and the expiration
date of the options. Upon termination of employment because of permanent
disability (after ten years' service) or death, unvested options will
immediately vest, and the options will be exercisable until the earlier of three
years after termination of employment and the expiration date of the options.
Upon any other termination of employment, vested options at the time of
termination may be exercised until the earlier of the expiration date of the
options and 60 days after the date of the final payment of salary or severance
from the Registrant to the employee.
Mr. Karpovich received options to purchase 15,000 shares. Mr.
Kimick received options to purchase 20,000 shares. Mr. Michno received options
to purchase 20,000 shares.
SEVERANCE
Each agreement provides that, although each employee is
employed at will, the relevant employee will be entitled to receive severance
payments upon termination of his employment by the Registrant without Cause (as
defined in the relevant employment agreement). The severance payments will be
paid over the 12-month period after termination in bi-weekly installments equal
to the employee's base salary, and the employee will also be entitled to
post-termination medical benefits under COBRA.
NON-COMPETITION AND NON-SOLICITATION
Each agreement contains a covenant by the employee not to
engage or participate in the watch or jewelry business without the prior written
consent of the Registrant during the period of employment and the six months
thereafter. Each employee also agreed, during the period of employment and the
12 months thereafter, not to employ any current employees of the Registrant (or
employees of the Registrant who were employees of the Registrant in the six
months prior to termination of employment) and not to induce clients or
prospective clients to withdraw or curtail business with the Registrant.
CONFIDENTIALITY
Each agreement also contains customary confidentiality
provisions applicable to the employee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
Dated: September 1, 2004
MOVADO GROUP, INC.
By: /s/ Timothy F. Michno
---------------------------------
Name: Timothy F. Michno
Title: General Counsel