Delaware
|
13-3275609
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(IRS
Employer Identification No.)
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Title
of securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per share(1)
|
Proposed
maximum aggregate offering price(1)
|
Amount
of registration fee(2)
|
||||
Common
Stock
|
811,100
shares
|
$16.335
|
$13,249,318
|
$1,417.68
|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2005.
|
·
|
Our
Quarterly Report on Form 10-Q for the period ended March 31,
2006.
|
·
|
Our
Quarterly Report on Form 10-Q for the period ended June 30,
2006.
|
·
|
All
documents that we file with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering shall be deemed to be
incorporated by reference into this prospectus from the date of the
filing
of such documents.
|
|
·
|
for
any breach of the director’s duty of loyalty to Registrant or its
stockholders;
|
·
|
for
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of the law;
|
·
|
under
Section 174 of the Delaware General Corporation Law regarding unlawful
dividends and stock purchases; and
|
·
|
for
any transaction from which the director derived an improper personal
benefit.
|
·
|
Registrant
is required to indemnify its directors and officers to the fullest
extent
permitted by the Delaware General Corporation Law, subject to limited
exceptions;
|
·
|
Registrant
may indemnify its other employees and agents to the extent that it
indemnifies its officers and directors, unless otherwise required
by law,
its certificate of incorporation, its bylaws or agreements to which
it is
a party;
|
·
|
Registrant
is required to advance expenses, as incurred, to its directors and
officers in connection with a legal proceeding to the fullest extent
permitted by the Delaware General Corporation Law, subject to limited
exceptions; and
|
·
|
the
rights conferred in the Bylaws are not
exclusive.
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Number
|
Description
|
|
4.22(1)
|
2004
Stock Option Plan
|
|
4.23
|
Form
of Nonqualified Stock Option Contract(filed herewith)
|
|
5.1
|
Opinion
of GrayRobinson, P.A. (filed herewith)
|
|
23.1
|
Consent
of GrayRobinson, P.A. (included in Exhibit 5.1)
|
|
23.2
|
Consent
of Mazars LLP(filed herewith)
|
|
23.3
|
Consent
of KPMG LLP (filed herewith)
|
|
24.1
|
Power
of Attorney (included on signature page of this registration
statement)
|
(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement;
|
(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement; and
|
(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(2)
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That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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INTER PARFUMS, INC. | ||
|
|
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By: | /s/ Jean Madar | |
Jean Madar, Chief Executive Officer |
||
Signature
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Title
|
Date
|
||
/s/ Jean Madar | Chairman of the Board of Directors |
August
29, 2006
|
||
Jean Madar |
And
Chief Executive Officer
|
|||
/s/ Russell Greenberg | Chief Financial and Accounting Officer |
August
29, 2006
|
||
Russell
Greenberg
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and
Director
|
|||
/s/ Philippe Benacin |
Director
|
August
22, 2006
|
||
Philippe
Benacin
|
||||
/s/
Philippe Santi
|
Director
|
August
28, 2006
|
||
Philippe
Santi
|
|
|
||
/s/ Francois Heilbronn |
Director
|
August
28, 2006
|
||
Francois
Heilbronn
|
|
|
||
/s/ Joseph A. Caccamo |
Director
|
August
28, 2006
|
||
Joseph
A. Caccamo
|
|
|
||
/s/
Jean Levy
|
Director |
August
29, 2006
|
||
Jean
Levy
|
|
|||
Director |
________,
2006
|
|||
Robert
Bensoussan-Torres
|
|
|||
/s/ Jean Cailliau |
Director
|
August
28, 2006
|
||
Jean Cailliau | ||||
Director
|
________,
2006
|
|||
Serge
Rosinoer
|
|
|
||
/s/ Patrick Choël | Director |
August
22, 2006
|
||
Patrick
Choël
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Number
|
Description
|
|
4.22(1)
|
2004
Stock Option Plan
|
|
4.23
|
Form
of Nonqualified Stock Option Contract(filed herewith)
|
|
5.1
|
Opinion
of GrayRobinson, P.A. (filed herewith)
|
|
23.1
|
Consent
of GrayRobinson, P.A. (included in Exhibit 5.1)
|
|
23.2
|
Consent
of Mazars LLP(filed herewith)
|
|
23.3
|
Consent
of KPMG LLP (filed herewith)
|
|
24.1
|
Power
of Attorney (included on signature page of this registration
statement)
|