8-K

MOVADO GROUP INC (MOV)

8-K 2021-01-11 For: 2021-01-11
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Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 11, 2021

MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 1-16497 13-2595932
--- --- ---
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (I.R.S. Employer<br><br>Identification No.)
650 FROM ROAD, SUITE 375<br><br> <br>PARAMUS, NEW JERSEY 07652-3556
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(Address of principal executive offices) (Zip Code)
(201) 267-8000
(Registrant’s Telephone Number, Including Area Code)
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange<br><br> <br>on which registered
Common stock, par value $0.01 per share MOV New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 11, 2021, the Company was granted a written consent (the “Consent”) by the lenders party to the Company’s Amended and Restated Credit Agreement dated October 12, 2018 among the Company, such lenders and Bank of America, N.A., as administrative agent, as previously amended in light of the impact of the COVID-19 pandemic by Amendment No. 2 dated June 5, 2020 (as amended, the “Credit Agreement”). The Consent permits the Company to pay up to two cash dividends to equity holders that would not otherwise be permitted by the Credit Agreement. Specifically, the Consent permits the Company to pay an initial dividend on or prior to February 15, 2021 in an aggregate amount up to $2,500,000 and a second dividend between February 15, 2021 and May 31, 2021 in an aggregate amount that, when combined with the initial dividend, does not exceed $5,000,000.

The Company intends to file the Consent as an exhibit to its annual report on Form 10-K for the fiscal year ending January 31, 2021.

Item 7.01. Regulation FD Disclosure.

On January 11, 2021, the Company issued a press release related to the declaration of a dividend, a copy of which has been furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press release, dated January 11, 2021, announcing the declaration of a dividend.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 11, 2021

MOVADO GROUP, INC.
By: /s/ Mitchell Sussis
Name: Mitchell Sussis
Title: Senior Vice President, General Counsel and Secretary

EXHIBIT 99.1

CONTACT: ICR, Inc.
Rachel Schacter/Allison Malkin
203-682-8200

MOVADO GROUP, INC. REINSTATES A DIVIDEND


~ Board of Directors Approves $0.10 per shareDividend ~

Paramus, NJ – January 11, 2021 -- Movado Group, Inc. (NYSE: MOV), today announced that its Board of Directors has declared a cash dividend of $0.10 per share. The dividend is payable on February 5, 2021 to shareholders of record on January 21, 2021.

Commenting on the dividend announcement, Efraim Grinberg, Chairman and Chief Executive Officer, stated: “We are pleased to announce a cash dividend. Movado Group is committed to building long-term shareholder value and we believe this dividend declaration advances this objective. Since the onset of the COVID-19 pandemic, our team has intently focused on executing with discipline to strengthen our balance sheet, and as of third quarter end, we had accumulated $163.2 million in cash, reduced inventory and lowered debt. We believe the Board’s reinstatement of a dividend is a testament to our strong cash flow generation amidst this ongoing crisis and reflects their confidence in our strategy and future growth potential.”

Movado Group, Inc. designs, sources, and globally distributes MOVADO®, MVMT®, OLIVIA BURTON®, EBEL®, CONCORD®, COACH®, TOMMY HILFIGER®, HUGO BOSS®, LACOSTE®, SCUDERIA FERRARI®, REBECCA MINKOFF® and URI MINKOFF® watches, and for certain of these brands jewelry and other accessories, and operates Movado Company Stores in the United States and Canada.

This press release contains certainforward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, wheneverpossible, to identify these forward-looking statements using words such as “expects,” “anticipates,” “believes,”“targets,” “goals,” “projects,” “intends,” “plans,” “seeks,”“estimates,” “may,” “will,” “should” and variations of such words and similar expressions.Similarly, statements in this press release that describe

the Company's business strategy,outlook, objectives, plans, intentions or goals are also forward-looking statements. Accordingly, such forward-looking statementsinvolve known and unknown risks, uncertainties and other factors that could cause the Company's actual results, performance orachievements and levels of future dividends to differ materially from those expressed in, or implied by, these statements. Theserisks and uncertainties may include, but are not limited to general economic and business conditions which may impact disposableincome of consumers in the United States and the other significant markets (including Europe) where the Company’s productsare sold, uncertainty regarding such economic and business conditions, trends in consumer debt levels and bad debt write-offs,general uncertainty related to possible terrorist attacks, natural disasters, pandemics, including the effect of the COVID-19 pandemicand other diseases on travel and traffic in the Company’s retail stores and the stores of its wholesale customers, supplydisruptions and delivery delays from the Company’s suppliers as a result of the COVID-19 pandemic, adverse impact on theCompany’s wholesale customers and customer traffic in the Company’s stores as a result of increased uncertainty andeconomic disruption caused by the COVID-19 pandemic, uncertainty relating to the availability of vaccines and treatments for COVID-19,the impact of the United Kingdom’s exit from the European Union, defaults on or downgrades of sovereign debt and the impactof any of those events on consumer spending, changes in consumer preferences and popularity of particular designs, new productdevelopment and introduction, decrease in mall traffic and increase in e-commerce, the ability of the Company to successfully implementits business strategies, competitive products and pricing, the impact of “smart” watches and other wearable tech productson the traditional watch market, seasonality, availability of alternative sources of supply in the case of the loss of any significantsupplier or any supplier’s inability to fulfill the Company’s orders, the loss of or curtailed sales to significantcustomers, the Company’s dependence on key employees and officers, the ability to successfully integrate the operations ofacquired businesses without disruption to other business activities, the possible impairment of acquired intangible assets includinggoodwill if the carrying value of any reporting unit were to exceed its fair value, volatility in reported earnings resulting fromchanges in the estimated fair value of contingent acquisition consideration, the continuation of the company’s major warehouseand distribution centers, the continuation of licensing arrangements with third parties, losses possible from pending or futurelitigation, the ability to secure and protect trademarks, patents and other intellectual property rights, the ability to leasenew stores on suitable terms in desired markets and to complete construction on a timely basis, the ability of the Company to successfullymanage its expenses on a continuing basis, information systems failure or breaches of network security, the continued availabilityto the Company of financing and credit on favorable terms, business disruptions, and general risks associated with doing businessoutside the United States including, without limitation, import duties, tariffs (including retaliatory tariffs), quotas, politicaland economic stability, changes to existing laws or regulations, and success of hedging strategies with respect to currency exchangerate fluctuations, and the other factors discussed in the Company’s Annual Report on Form 10-K and other filings with theSecurities and Exchange Commission. These statements reflect the Company's current beliefs and are based upon information currentlyavailable to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdatedwith the passage of time. The Company assumes no duty to update its forward looking statements and this release shall not be construedto indicate the assumption by the Company of any duty to update its outlook in the future.