8-K

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): August 25, 2021

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):

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

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. ☐

On August 25, 2021, Movado Group, Inc. (the “Company”) and Swissam Products Limited, a wholly owned Hong Kong subsidiary of the Company, entered into the Second Amendment (the “Amendment”) to the Amended and Restated License Agreement dated January 13, 2015 (as previously amended, the “Existing License Agreement”) with Tapestry, Inc. (f/k/a Coach, Inc.). The Amendment amends the Existing License Agreement by (1) revising the pricing for sales of licensed products to retail outlets controlled by Tapestry, Inc. and (2) revising the sales minima, including by combining the separate U.S. and international sales minima for each year into a single annual minimum.

The other material provisions of the Existing License Agreement remain substantially unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

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: August 31, 2021

EXHIBIT 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SECOND AMENDMENT TO AMENDED ANDRESTATED LICENSE AGREEMENT

Reference is made to the Amended and Restated License Agreement dated January 13, 2015 between Tapestry, Inc. (“Licensor”) and **Movado Group, Inc.**and Swissam Products Limited (collectively “Licensee”), and to the First Amendment dated January 6, 2020 (collectively, the “License Agreement”). This second amendment to the License Agreement (the “Second Amendment”) is effective as of the earliest date that each of the Parties has executed this Second Amendment (the “Second Amendment Effective Date”). The term “Parties” collectively refers to Licensor and Licensee.

Except as otherwise defined, all capitalized terms used in this Second Amendment have the meaning ascribed to them in the License Agreement. From and after the Second Amendment Effective date, references in the License Agreement and this Second Amendment refer to the License Agreement as modified by the terms of this Second Amendment, unless otherwise specified.

WHEREAS, the Parties desire to amend the terms of the License Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.7     “Licensor Price” shall mean, subject to Section 8.2: (1) [***] percent ([***]%) of Licensee’s suggested U.S. retail price for Licensed Products not made exclusively for sale in factory outlet stores, and (2) [***] percent ([***]%) of the target price mutually agreed upon by Licensor and Licensee for Licensed Products made exclusively for sale in factory outlet stores. The Parties shall review and agree upon the target prices for Licensed Products made exclusively for sale in factory outlet stores seasonally in connection with each development schedule. [***]

10.1     The Parties have established the following minimums pertaining to Licensee’s sales of Licensed Products to Non-Licensor Channels:

| 1 |

14.3(h)(1)      Intentionally Omitted.

14.3(h)(2)      Intentionally Omitted.

14.3(h)(3)     If in any [***] Contract Years Licensee’s sales of Licensed Merchandise to Non-Licensor Channels fails to equal or exceed [***]% of Licensee’s Minimum Non-Licensor Channel Sales set forth in Section 10.1 as amended. Notwithstanding the foregoing, provided that Licensee satisfies its obligations pursuant to Section 11.5 of the Agreement to pay Licensor the full amount of minimum royalties due in any Contract Year, Licensee’s failure to satisfy its obligations under this Section 14(3)(h)(3) with respect to Non-Licensor Channel Sales shall not be considered an event of default.

| 2 |

| --- | | 7. | In the event one or more provisions of this Second Amendment is held invalid, illegal,<br>or unenforceable by any court of competent jurisdiction, such holding shall not affect any other provisions of this Second Amendment,<br>which shall be construed as if such invalid, illegal, or unenforceable provision had not been included. | | --- | --- |

(Signature page to follow)

| 3 |

| --- |

IN WITNESS WHEREOF, the Parties have caused their respective duly authorized officers to execute this Second Amendment as of the dates set forth below.

| 4 |

| --- |