AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 2004
REGISTRATION NO. 333-_________
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UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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G-III APPAREL GROUP, LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation
or Organization)
41-1590959
(I.R.S. Employer Identification Number)
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512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 403-0500
(Address of Principal Executive Offices)
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G-III APPAREL GROUP, LTD. 1997 STOCK OPTION PLAN
G-III APPAREL GROUP, LTD. 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
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MORRIS GOLDFARB
CHIEF EXECUTIVE OFFICER
G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 403-0500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
--------------------------------
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
NEIL GOLD, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title Of Securities To Be Proposed Maximum (2) Aggregate Offering Amount of
Registered Amount To Be Registered (1) Offering Price Per Share Price Registration Fee
---------------------------- ---------------------------- -------------------------- ------------------------ ---------------------
Common Stock, $.01 par
value per share 1,850 shares (3) $7.43 $13,745.50 $1.74
---------------------------- ---------------------------- -------------------------- ------------------------ ---------------------
Common Stock, $.01 par
value per share 98,150 shares (4) $8.00(6) $758,200.00(6) $96.06
---------------------------- ---------------------------- -------------------------- ------------------------ ---------------------
Common Stock, $.01 par
value per share 300,000 shares (5) $8.00(6) $2,400,000.00(6) $304.08
---------------------------- ---------------------------- -------------------------- ------------------------ ---------------------
TOTAL 400,000 shares _-- $3,171,945.50 $401.88
---------------------------- ---------------------------- -------------------------- ------------------------ ---------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee.
(3) Based on an exercise price of $7.43 per share with respect to outstanding
options to purchase an aggregate of 1,850 shares of common stock issued
under the G-III Apparel Group, Ltd. 1999 Stock Option Plan for Non-Employee
Directors (and not previously registered).
(4) These shares are available for issuance upon the exercise of options to be
granted pursuant to the G-III Apparel Group, Ltd.1999 Stock Option Plan for
Non-Employee Directors.
(5) These shares are available for issuance upon the exercise of options to be
granted pursuant to the G-III Apparel Group, Ltd. 1997 Stock Option Plan.
(6) Estimated based on the average of the high and low prices of the common
stock of G-III Apparel Group, Ltd. as reported on the Nasdaq National
Market on April 27, 2004 of $8 per share.
EXPLANATORY NOTE
This registration statement is filed pursuant to General Instruction E to
Form S-8 in order to register (i) 300,000 additional shares of common stock $.01
par value per share, of G-III Apparel Group, Ltd. ("Common Stock"), issuable
upon the exercise of options granted pursuant to the G-III Apparel Group, Ltd.
1997 Stock Option Plan (the "1997 Plan") and (ii) 100,000 additional shares of
Common Stock issuable upon the exercise of options granted pursuant to the G-III
Apparel Group, Ltd. 1999 Stock Option Plan for Non-Employee Directors (the "1999
Plan").
These shares are in addition to (i) an aggregate of 750,000 shares
previously registered with respect to the 1997 Plan on registration statements
on Form S-8 (Registration Nos. 333-51765 and 333-39298) filed with the
Securities and Exchange Commission on May 4, 1998 and June 14, 2000,
respectively, and (ii) 50,000 shares previously registered with respect to the
1999 Plan on a registration statement on Form S-8 (Registration No. 333-80937)
filed with the Securities and Exchange Commission on June 17, 1999. The contents
of these previously filed registration statements are hereby incorporated by
reference in this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 April 29, 2004.
G-III APPAREL GROUP, LTD.
By: /s/ Wayne Miller
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Wayne S. Miller
Senior Vice President and Chief
Financial and Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints MORRIS GOLDFARB and WAYNE MILLER, or
either of them, his true and lawful attorney-in-fact and agent 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 statements (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
/s/ Morris Goldfarb Director, Co-Chairman of the Board and Chief April 29, 2004
------------------------------- Executive Officer
Morris Goldfarb (principal executive officer)
/s/ Wayne S. Miller Senior Vice President and Chief Financial and April 29, 2004
------------------------------- Operating Officer
Wayne S. Miller (principal financial and accounting officer)
/s/ Aron Goldfarb Director and Co-Chairman of the Board April 29, 2004
-------------------------------
Aron Goldfarb
/s/ Thomas J. Brosig Director April 29, 2004
-------------------------------
Thomas J. Brosig
/s/ Alan Feller Director April 29, 2004
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Alan Feller
/s/ Carl Katz Director April 29, 2004
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Carl Katz
/s/ Willem van Bokhorst Director April 29, 2004
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Willem van Bokhorst
------------------------------- Director
Richard White
------------------------------- Director
George J. Winchell
EXHIBIT INDEX
Exhibit No. Description
4.1 G-III Apparel Group, Ltd. 1997 Stock Option Plan, as amended*
4.2 G-III Apparel Group Ltd. 1999 Stock Option Plan for Non-Employee Directors,
as amended*
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Fulbright & Jaworski L.L.P. (Included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
* Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 31, 2004 filed with the Securities and Exchange
Commission on April 29, 2004.
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