Unassociated Document
As
filed
with the Securities and Exchange Commission on April 16, 2007
Registration
No. 333-141963
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
Amendment
No. 1
Registration
Statement Under The
Securities
Act of 1933
INTER
PARFUMS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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13-3275609
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(IRS
Employer Identification No.)
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551
Fifth
Avenue
New
York,
New York 10167
212.983.2640
(Address
of Principal Executive Offices)
Russell
Greenberg, Chief Financial Officer
Inter
Parfums, Inc.
551
Fifth
Avenue
New
York,
New York 10167
212.983.2640
(Name
and
Address of Agent For Service)
Copy
to:
Joseph
A.
Caccamo,
Esq.
GrayRobinson,
P.A.
401
East
Las Olas Boulevard
Suite
1850
Ft.
Lauderdale, Florida 33301
Approximate
Date of Commencement of Proposed Sale to the Public: From
time
to time after the effective date of this registration statement as determined
by
market conditions.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box: o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering: o
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box: o
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be registered (1)(2)
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Proposed
maximum offering
price
per share (3)
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Proposed
maximum aggregate
offering
price
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Amount
of registration fee (4)
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Common
Stock
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200,000
shares
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$25.195
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$5,039,000
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$154.70
(5)
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(1)
Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers additional securities that may become issuable in
accordance with the anti-dilution provisions applicable to the warrants
exercisable for the common stock registered hereunder.
(2)
Shares registered hereunder are, or may become, issuable in connection with
the
exercise of 2 warrants issued to The Gap, Inc. in accordance with an agreement
dated
July 14, 2005 with
The
Gap, Inc.
(3)
The
proposed maximum offering price per share ranges from approximately $17.194
to
$25.195.
(4)
Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise price of the warrants and
a
registration fee of $30.70 per $1,000,000 of maximum offering
price.
(5)
Previously paid with the initial filing of this registration statement
on April
9, 2007.
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall
file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may
not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to
sell
these securities and it is not soliciting an offer to buy these securities
in
any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED APRIL 9, 2007
PROSPECTUS
INTER
PARFUMS, INC.
200,000 shares
of
common stock
To
Be
Issued Pursuant to
Outstanding
Warrants Held by
The
Gap,
Inc.
This
prospectus relates to an aggregate of 200,000 shares of our common stock that
may be issued to The Gap, Inc. upon the exercise of outstanding warrants held
by
The Gap, Inc. at exercise prices of $17.194 to $25.195 per share. On
July
14, 2005, we entered into an exclusive agreement with The Gap, Inc. (“Gap”) to
develop, produce, manufacture and distribute personal care and home fragrance
products for Gap and Banana Republic brand names to be sold in Gap and Banana
Republic retail stores in the United States and Canada.
Gap
may
sell all or a portion of the shares of our common stock from time to time on
an
exchange or in the over-the-counter market, in negotiated transactions, directly
or through brokers or otherwise, and at market prices prevailing at the time
of
such sales or at negotiated prices. We will not receive any proceeds from sales
by Gap. However, unless we fail to maintain an effective registration statement
for the sale of the shares issuable upon the exercise of the warrants issued
to
Gap, we will receive $5,039,000 proceeds from the exercise of the warrants,
if
they are exercised at all, and we will use such funds for working capital
purposes.
Our
common stock trades on the Nasdaq Global Select Market under the symbol “IPAR.”
On [•],
2007,
the last sale price of our common stock as reported on the Nasdaq Global Select
Market was $[•]
per
share.
Investing
in our common stock involves a high degree risk. For more information, please
see “Risk Factors” beginning on page 2.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined whether this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The
date
of this prospectus is April [•],
2007.
TABLE
OF
CONTENTS
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Page
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Important
Note Regarding Forward Looking Statements
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ii
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Summary
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1
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Risk
Factors
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2
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Use
Of Proceeds
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8
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Selling
Security Holders
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8
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Gap
Warrants
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9
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Plan
Of Distribution
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9
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Description
Of Securities
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11
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Transfer
Agent
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12
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Legal
Matters
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12
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Experts
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12
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Documents
Incorporated By Reference
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12
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Where
You Can Find More Information About Us
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13
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You
should only rely on the information contained in this prospectus or incorporated
by reference in this prospectus. We have not authorized any broker or dealer
or
anyone else to provide you with different information. Our common stock is
not
being offered in any jurisdiction where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of this prospectus.
IMPORTANT
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference include forward-looking
statements within the meaning of Section 27A the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934. When used
in
this prospectus, the words “anticipate,” “believe,” “estimate,” “will,”
“should,” “could,” “may,” “intend,” “expect,” “plan,” “predict,” “potential,” or
“continue” or similar expressions identify certain of such forward-looking
statements. Although we believe that our plans, intentions and expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such plans, intentions or expectations will be achieved.
Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
in this prospectus. Important factors that could cause actual results to differ
materially from our forward-looking statements are set forth in this prospectus,
including under the heading “Risk Factors”. Such factors include dependence upon
Burberry for a significant portion of our sales, continuation and renewal of
existing license agreements, sales and marketing efforts of The Gap, Inc.,
protection of our intellectual property rights, effectiveness of sales and
marketing efforts and product acceptance by consumers, dependence upon third
party manufacturers and distributors, dependence upon management, competition,
currency fluctuation and international tariff and trade barriers, governmental
regulation and possible liability for improper comparative advertising or “Trade
Dress”.
These
factors are not intended to represent a complete list of the general or specific
factors that may affect us. It should be recognized that other factors,
including general economic factors and business strategies, may be significant,
presently or in the future, and the factors set forth herein may affect us
to a
greater extent than indicated. All forward-looking statements attributable
to us
or persons acting on our behalf are expressly qualified in their entirety by
the
cautionary statements set forth in this report. Except as required by law,
we
undertake no obligation to update any forward-looking statement, whether as
a
result of new information, future events or otherwise.
SUMMARY
The
Company
We
are
Inter Parfums, Inc., organized under the laws of Delaware, and we are a
worldwide provider of prestige perfumes and mass market and specialty retail
perfumes, cosmetics and health and beauty aids. Unless the context otherwise
requires, the terms “we,” “our,” “us,” “the company” and “Inter Parfums” refer
to Inter Parfums, Inc.
Our
worldwide headquarters and the office of our three wholly-owned subsidiaries,
Jean Philippe Fragrances, LLC and Inter Parfums USA, LLC, both New York limited
liability companies, and Nickel USA, Inc., a Delaware corporation, are located
at 551 Fifth Avenue, New York, New York 10176, and our telephone number is
212.983.2640. Our consolidated wholly-owned subsidiary, Inter Parfums Holdings,
S.A., its majority-owned subsidiary, Inter Parfums, S.A., and its two
wholly-owned subsidiaries, Inter Parfums Grand Public, S.A., and Inter Parfums
Trademark, S.A., and its majority-owned subsidiary, Nickel, S.A., maintain
executive offices at 4, Rond Point des Champs Elysees, 75008 Paris, France.
Our
telephone number in Paris is 331.5377.0000.
Our
common stock is listed on The Nasdaq Global Select Market under the trading
symbol "IPAR", and we are considered a “controlled company” under the applicable
rules of The Nasdaq Global Select Market. The common shares of our subsidiary,
Inter Parfums S.A., are traded on Euronext Exchange.
We
maintain our internet website at www.interparfumsinc.com
which is
linked to the SEC Edgar database. You can obtain through our website, free
of
charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable
after we have electronically filed with or furnished them to the
SEC.
Our
Business
The
following summary is qualified in its entirety by and should be read together
with the more detailed information and audited financial statements, including
the related notes, contained or incorporated by reference in this
prospectus.
We
operate in the fragrance business and manufacture, market and distribute a
wide
array of fragrances and fragrance related products. We manage our business
in
two segments, European based operations and United States based operations.
Our
prestige fragrance products are produced and marketed by our European operations
through our 72% owned subsidiary in Paris, Inter Parfums, S.A., which is also
a
publicly traded company as 28% of Inter Parfums, S.A. shares trade on the
Euronext. Prestige cosmetics and prestige skin care products represent less
than
3% of consolidated net sales.
We
produce and distribute our prestige fragrance products primarily under license
agreements with brand owners and prestige product sales represented
approximately 84% of net sales for 2006. We have built a portfolio of brands,
which include Burberry, Lanvin, Paul Smith, S.T. Dupont, Christian Lacroix,
Quiksilver/Roxy, Van Cleef & Arpels and Nickel whose products are
distributed in over 120 countries around the world. Burberry is our most
significant license, sales of Burberry products represented 57%, 60% and 62%
of
net sales for the years ended December 31, 2006, 2005 and 2004,
respectively.
Our
prestige products focus on niche brands with a devoted following. By
concentrating in markets where the brands are known, Inter Parfums has had
many
successful launches. We typically launch new fragrance families for our brands
every two to three years, with some frequent “seasonal” fragrances introduced as
well.
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operation and represented 16% of sales for
the year ended December 31, 2006. These fragrance products are sold under
trademarks owned by us or pursuant to license or other agreements with the
owners of the Gap,
Banana
Republic, Aziza and
Jordache
trademarks.
The
creation and marketing of each product family is intimately linked with the
brand’s name, its past and present positioning, customer base and, more
generally, the prevailing market atmosphere. Accordingly, we generally study
the
market for each proposed family of fragrance products for almost a full year
before we introduce any new product into the market. This study is intended
to
define the general position of the fragrance family and more particularly its
scent, bottle, packaging and appeal to the buyer. In our opinion, the unity
of
these four elements of the marketing mix makes for a successful
product.
Over
the
past five years, we have grown our business at both the top line and the bottom
line. We have grown from $130.4 million in sales in 2002 to $321.1 million
in
2006, representing a compounded annual growth rate of 25%. During the same
period, our net income grew from $9.4 million in 2002 to $17.7 million in 2006,
representing a compounded annual growth rate of 17%. Our management targets
organic long term sales growth of approximately 10% (measured on an annual
basis) and long-term net income growth of approximately 12% - 15% (measured
on
an annual basis). There can be no assurance that we will achieve these targets
in any particular period, or at all, however.
RISK
FACTORS
You
should carefully consider these risk factors, together with all of the other
information contained or incorporated by reference in this prospectus, before
you decide to purchase shares of our common stock. These factors could cause
our
future results to differ materially from those expressed or implied in
forward-looking statements made by us. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also harm our
business. The trading price of our common stock could decline due to any of
these risks, and you may lose all or part of your investment.
We
are dependent upon Burberry for a significant portion of our sales, and the
loss
of this license will have a material adverse effect on us.
Burberry
is our leading prestige brand name, as sales of Burberry products represented
57%, 60% and 62% of net sales for the years ended December 31, 2006, 2005
and 2004, respectively.
In
October 2004 our Paris-based subsidiary, Inter Parfums, S.A., entered into
a
12.5-year, exclusive world-wide fragrance license with Burberry Limited,
effective as of July 1, 2004, which replaced the original 1993 license. This
license includes an additional five-year optional term that requires the consent
of both Burberry and Inter Parfums, S.A., and must be exercised, if at all,
prior to December 31, 2014. In addition, Burberry has the right on December
31,
2009 and December 31, 2011 to buy back the license at its then fair market
value. Further, this license provides for a termination on a change in control
of either Inter Parfums, S.A., the licensee, or Inter Parfums, Inc., the
guarantor.
This
license is subject to Inter Parfums, S.A. making required royalty payments
(which are subject to certain minimums), minimum advertising and promotional
expenditures and meeting minimum sales requirements. The new royalty rates,
which are approximately double the rates under the prior license, commenced
as
of July 1, 2004. The new advertising and promotional expenditures, which
commenced on January 1, 2005, as well as the minimum sales requirements, are
substantially higher than under the prior license.
We
are dependent upon the continuation and renewal of various licenses for a
significant portion of our sales, and the loss of one or more licenses could
have a material adverse effect on us.
Substantially
all of our prestige fragrance brands are licensed from unaffiliated third
parties and our business is dependent upon the continuation and renewal of
such
licenses on terms favorable to us. Each license is for a specific term and
may
have additional optional terms. In addition, each license is subject to us
making required royalty payments (which are subject to certain minimums),
minimum advertising and promotional expenditures and meeting minimum sales
requirements. Just as the loss of a license may have a material adverse effect
on us, a renewal on less favorable terms may also negatively impact
us.
If
we are unable to protect our intellectual property rights, specifically
trademarks and brand names, our ability to compete could be negatively
impacted.
The
market for our products depends to a significant extent upon the value
associated with our trademarks and brand names. We own, or have
licenses
or other rights to use, the material trademark and brand name rights used in
connection with the packaging, marketing and distribution of our major products
both in the United States and in other countries
where such products are principally sold. Therefore, trademark and brand name
protection is important to our business. Although most of our brand names are
registered in the United States and in certain foreign countries in which
we
operate, we may not be successful in asserting trademark or brand name
protection. In addition, the laws of certain foreign countries may not protect
our intellectual property rights to the same extent as the laws of the United
States. The costs required to protect our trademarks and brand names may be
substantial.
The
success of our products is dependent on public taste.
Our
revenues are substantially dependent on the success of our products,
which
depends upon, among other matters, pronounced and rapidly changing public
tastes, factors which are difficult to predict
and over
which we have little, if any, control. In addition, we have to develop
successful marketing, promotional and sales programs in order to sell our
fragrances and fragrance related products. If we are not able to develop
successful marketing, promotional and sales programs, then such failure will
have
a
material adverse effect on our business, financial condition and operating
results.
We
are subject to extreme competition in the fragrance industry.
The
market for fragrances and fragrance related products is highly competitive
and
sensitive to changing market preferences and demands. Many of our competitors
in
this market (particularly in the prestige fragrance industry) are larger than
we
are and have greater financial resources than are available to us, potentially
allowing them greater operational flexibility.
Our
success in the prestige fragrance industry is dependent upon our ability to
continue to generate original strategies and develop quality products that
are
in accord with ongoing changes in the market.
In
the
specialty retail market, we are presently selling products only to Gap and
Banana Republic stores, so we do not have any direct competition. However,
such
special retail stores compete directly with other specialty retail stores such
as Abercrombie & Fitch and Victoria Secret, which thereby indirectly compete
with us.
Our
success with mass market fragrance and fragrance related products is dependent
upon our ability to competitively price quality products and to quickly and
efficiently develop and distribute new products.
If
there
is insufficient demand for our existing fragrances and fragrance related
products, or if we do not develop future strategies and products that withstand
competition or we are unsuccessful in competing on price terms, then we could
experience a
material adverse effect on our business, financial condition and operating
results.
Consumers
may reduce discretionary purchases of our products as a result of a general
economic downturn.
We
believe that consumer spending on beauty products is influenced by general
economic conditions and the availability of discretionary income. Accordingly,
we may experience sustained periods of declines in sales during economic
downturns, or if terrorism or diseases affect customers’ purchasing patterns. In
addition, a general economic downturn may result in reduced traffic in our
customers’ stores which may, in turn, result in reduced net sales to our
customers. Any resulting material reduction in our sales could have a material
adverse effect on our business, financial condition and operating results.
We
are dependent upon Gap to sell products that we develop for The Gap,
Inc.
We
have
an exclusive agreement with The Gap, Inc. to develop, produce, manufacture
and
distribute personal care and home fragrance products for Gap and Banana Republic
brand names to be sold in Gap and Banana Republic retail stores in the United
States and Canada. Under the terms of such agreement, the products that we
develop are subject to the sales and marketing efforts of The Gap, Inc.
If
the
sales and marketing efforts of The Gap, Inc. are not successful for the products
that we have developed, then our future growth potential could be negatively
impacted.
If
we are unable to acquire or license additional brands, or obtain the required
financing for these agreements and arrangements, the growth of our business
could be impaired.
Our
future expansion through acquisitions or new product distribution arrangements,
if any, will depend upon the capital resources and working capital available
to
us. We may be unsuccessful in identifying, negotiating, financing and
consummating such acquisitions or arrangements on terms acceptable to us, or
at
all, which could hinder our ability to increase revenues and build our
business.
We
may engage in future acquisitions that we may not be able to successfully
integrate or manage. These acquisitions may dilute our stockholders and cause
us
to incur debt and assume contingent liabilities.
We
continuously review acquisition prospects that would complement our current
product offerings, increase our size and geographic scope of operations or
otherwise offer growth and operating efficiency opportunities. The financing
for
any of these acquisitions could significantly dilute our stockholders, result
in
an increase in our indebtedness or both. While there are no current agreements
or negotiations underway with respect to any material acquisitions, we may
acquire or make investments in businesses or products in the future.
Acquisitions may entail numerous integration risks and impose costs on us,
including:
· |
difficulties
in assimilating acquired operations or products, including the loss
of key
employees from acquired businesses;
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· |
diversion
of management’s attention from our core business;
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· |
adverse
effects on existing business relationships with suppliers and customers;
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· |
risks
of entering markets in which we have no or limited prior experience;
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dilutive
issuances of equity securities;
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· |
incurrence
of substantial debt;
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· |
assumption
of contingent liabilities;
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· |
incurrence
of significant amortization expenses related to intangible assets
and the
potential impairment of acquired assets; and
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incurrence
of significant immediate write-offs.
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Our
failure to successfully complete the integration of any acquired business could
have a material adverse effect on our business, financial condition and
operating results.
We
are dependent upon Messrs. Jean Madar and Philippe Benacin, and the loss of
their services could harm our business.
Jean
Madar, our Chief Executive Officer, and Philippe Benacin, our President and
Chief Executive Officer of Inter Parfums, S.A., are responsible for day-to-day
operations as well as major decisions. Termination
of their relationships with us, whether through death, incapacity or otherwise,
could have a material adverse effect on our operations, and we cannot assure
you
that qualified replacements can be found. We
maintain key man insurance on the lives of both Mr. Madar ($1 million) and
Mr.
Benacin ($3.6 million). However, we cannot assure you that we would be able
to
retain suitable replacements for either Mr. Madar or Mr. Benacin.
Our
reliance on third party manufacturers could have a material adverse effect
on
us.
We
rely
on outside sources to manufacture our fragrances and cosmetics. The failure
of
such third party manufacturers to deliver either components or finished goods
on
a timely basis could have a material adverse effect on our business. Although
we
believe there are alternate manufacturers available to supply our requirements,
we cannot assure you that current or alternative sources will be able to supply
all of our demands on a timely basis. We do not intend to develop our own
manufacturing capacity. As these are third parties over which we have little
or
no control, the failure of such third parties to provide components or finished
goods on a timely basis could have a material adverse effect on our business,
financial condition and operating results.
Our
reliance on third party distributors could have a material adverse effect on
us.
We
sell
our prestige fragrances mostly through independent distributors specializing
in
luxury goods. Given the growing importance of distribution, we have begun
to
modify our distribution model by the formation of joint ventures or company
owned subsidiaries within key markets. We have little or no control over
third
party distributors and the failure of such third parties to provide services
on
a timely basis could have a material adverse effect on our business, financial
condition and operating results. In addition, if we replace existing third
party
distributors with new third party distributors or with our own distribution
arrangements, then transition issues could have a material adverse effect
on our
business, financial condition and operating results.
The
loss of or disruption in our distribution facilities could have a material
adverse effect on our business, financial condition and operating results.
We
currently have one distribution facility in Paris and one in New Jersey.
The loss of one or both of those facilities, as well as the inventory
stored in those facilities, would require us to find replacement facilities
and
assets. In addition, terrorist attacks, or weather conditions, such as natural
disasters, could disrupt our distribution operations. If we cannot replace
our
distribution capacity and inventory in a timely, cost-efficient manner, it
could
have a material adverse effect on our business, financial condition and
operating results.
The
international character of our business renders us subject to fluctuation in
foreign currency exchange rates and international trade tariffs, barriers and
other restrictions.
A
portion
of our Paris subsidiary’s net sales (approximately 34%
in
2006)
are
sold in U.S. dollars. In an effort to reduce our exposure to foreign currency
exchange fluctuations, we engage in a program of cautious hedging of foreign
currencies to minimize the risk arising from operations. Despite such actions,
fluctuations
in foreign currency exchange rates for the U.S. dollar, particularly with
respect to the Euro, could have a material adverse effect on our operating
results. Possible import, export, tariff and other trade barriers, which could
be imposed by the United States, other countries or the European Union might
also have a material adverse effect on our business.
Our
business is subject to governmental regulation, which could impact our
operations.
Fragrances
and fragrance
related products
must
comply with the labeling requirements of the Federal Food, Drug and Cosmetics
Act as well as the Fair Packaging and Labeling Act and their regulations. Some
of our color cosmetic products may also be classified as a “drug”. Additional
regulatory requirements for products which are “drugs” include additional
labeling requirements, registration of the manufacturer and the semi-annual
update of a drug list.
Our
fragrances are subject to the approval of the Bureau of Alcohol, Tobacco and
Firearms as a result of the use of specially denatured alcohol. So far we have
not experienced any difficulties in obtaining the required
approvals.
Our
fragrances and fragrance
related products
that are
manufactured in France are subject to certain regulatory requirements of the
European Union, but as of the date of this report, we have not experienced
any
material difficulties in complying with such requirements.
However,
we cannot assure you that, should we develop or market fragrances and fragrance
related products with different ingredients, or should existing regulations
or
requirements be revised, we would not in the future experience difficulty in
complying with such requirements, which could have a material adverse effect
on
our results of operations.
We
may become subject to possible liability for improper comparative advertising
or
“Trade Dress.”
Brand
name manufacturers and sellers of brand name products may make claims of
improper comparative advertising or trade dress (packaging) with respect to
the
likelihood of confusion between some of our mass market products, and those
of
brand name manufacturers and sellers. They may seek damages for loss of business
or
injunctive relief to seek to have the use of the improper comparative
advertising or trade dress halted. However, we believe that our displays and
packaging constitute fair competitive advertising and are not likely to cause
confusion between our products and others. Further, we have not experienced
to
any material degree, any of such problems to date.
USE
OF PROCEEDS
We
will
not receive any of the proceeds of the sale by Gap of the shares of common
stock
covered by this prospectus. However, unless we fail to maintain an effective
registration statement for the sale of the shares issuable upon the exercise
of
the warrants issued to Gap, we will receive $5,039,000 of proceeds from the
exercise of the warrants, if they are exercised at all, and we will use such
funds for working capital purposes.
SELLING
SECURITY HOLDER
This
prospectus relates to periodic offers and sales of up to 200,000 shares of
our
common stock by The Gap, Inc., as the sole selling security holder.
On
July
14, 2005, we entered into an exclusive agreement with The Gap, Inc. (“Gap”) to
develop, produce, manufacture and distribute personal care and home fragrance
products for Gap and Banana Republic brand names to be sold in Gap and Banana
Republic retail stores in the United States and Canada. Our exclusive rights
under the agreement are subject to certain exceptions. The principal exceptions
are that the agreement excludes any rights with respect to outlet stores,
on-line, catalog and mail-order and international stores outside Canada,
although Gap has the right to expand the agreement to its outlet stores if
it
chooses. On March 2, 2006, the agreement was amended to include Gap Outlet
and
Banana Republic Factory Stores in the United States and Canada.
The
initial term of this agreement expires on August 31, 2009, and the agreement
includes an additional two-year optional term that expires on August 31, 2011,
as well as a further additional two-year term that expires August 31, 2013,
in
each case if certain retail sales targets are met or if Gap chooses to extend
the term. In addition, if the agreement is extended for the first optional
term,
then Gap has the right to terminate our rights under the agreement before the
end of that first optional term if Gap pays to us an amount specified in a
formula, with such right to be exercised during the period beginning on
September 1, 2010 and expiring on August 31, 2011.
As
an
inducement to enter into this agreement with Gap, on July 14, 2005, we granted
a
warrant to purchase 100,000 shares of our common stock to Gap exercisable for
five years at
$25.195 and have agreed to register with the Securities and Exchange Commission
the shares purchasable thereunder for resale after January 1, 2007. In addition,
in accordance with the terms of such agreement, on September 1, 2006, we granted
a second warrant to purchase 100,000 shares exercisable for five
years at
$17.194 and have also agreed to register with the Securities and Exchange
Commission the shares purchasable thereunder for resale. The shares of common
stock issuable upon exercise of these warrants are the subject of this
prospectus. Finally, we have agreed to grant up to two additional warrants
to
Gap. Each such warrant would be exercisable for 50,000 shares of our common
stock at 100% of the market price on the date of grant.
We
have
been advised by Gap that the two outstanding warrants to purchase up to 200,000
shares of our common stock are the only securities of Inter Parfums, Inc. that
are beneficially owned by Gap as of the date of this prospectus, and Gap has
the
sole power to vote and sole power to dispose of the 200,000 shares.
Further,
such 200,000 shares are less than 1% of our issued and outstanding common stock,
and Gap will beneficially own less than 1% of our issued and outstanding common
stock after the sale of the shares we are registering (even assuming it is
issued two more warrants, each exercisable to purchase 50,000 shares of our
common stock).
GAP
WARRANTS
General
As
discussed above, on July 14, 2005, we entered into an exclusive agreement with
The Gap, Inc. (“Gap”) to develop, produce, manufacture and distribute personal
care and home fragrance products for Gap and Banana Republic brand names to
be
sold in Gap and Banana Republic retail stores in the United States and Canada.
As an inducement to enter into this agreement, we granted a warrant to purchase
100,000 shares of our common stock to Gap exercisable for five years at
$25.195, 125% of the market price on the date of grant, and have agreed to
register with the Securities and Exchange Commission the shares purchasable
thereunder for resale after January 1, 2007. In addition, in accordance with
the
terms of such agreement, on September 1, 2006, we granted a second warrant
to
purchase 100,000 shares exercisable for five years at
$17.194, 100% of the market price on the date of grant, and have also agreed
to
register with the Securities and Exchange Commission the shares purchasable
thereunder for resale after January 1, 2007. The shares of common stock issuable
upon exercise of these two warrants are the subject of this prospectus.
Net
Issue Exercise
If
we
fail to maintain an effective registration statement, Gap or any subsequent
holder of the warrants will have the right to convert the warrant or any portion
thereof into shares of our common stock, without paying cash, based upon the
difference between the fair market value of one share of the Company's Common
Stock on the conversion date and the per share exercise price of the
warrant.
Adjustment
in Event of Capital Changes
The
exercise price and the number of shares of common stock purchasable upon
exercise of the warrants are subject to adjustment from time to time upon the
occurrence of certain events, such as our declaration or payment, without
consideration, of any dividend on our common stock payable in common stock
or in
any right to acquire common stock for no consideration, recapitalization,
merger, consolidation, reorganization, split-up, combination or exchange of
shares or the like.
PLAN
OF DISTRIBUTION
The
shares offered hereby by the selling security holder may be sold from time
to
time by the selling security holder, or by pledgees, donees, transferees or
other successors in interest. These sales may be made on one or more exchanges,
including the Nasdaq Global Select Market of The Nasdaq Stock Market, or in
the
over-the-counter market or otherwise at prices and at terms then prevailing
or
at prices related to the then current market price, or in negotiated
transactions. The shares may be sold by one or more of the following methods,
including, without limitation:
|
·
|
a
block trade in which the broker-dealer so engaged will attempt to
sell the
shares as agent, but may position and resell a portion of the block
as
principal to facilitate the
transaction;
|
|
·
|
purchases
by a broker or dealer as principal and resale by a broker or dealer
for
its account under this prospectus;
|
|
·
|
face-to-face
or other direct transactions between the selling security holders
and
purchasers without a broker-dealer or other intermediary;
and
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers.
|
In
effecting sales, brokers or dealers engaged by the selling security holder
may
arrange for other brokers or dealers to participate in the resales. Brokers,
dealers or agents may receive compensation in the form of commissions, discounts
or concessions from selling security holders in amounts to be negotiated in
connection with the sale. These broker-dealers and agents and any other
participating broker- dealers, or agents may be deemed to be “underwriters”
within the meaning of the Securities Act of 1933, as amended, in connection
with
the sales. In addition, any securities covered by this prospectus that qualify
for sale under Rule 144 promulgated under the Securities Act of 1933 might
be
sold under Rule 144 rather than under this prospectus.
In
connection with distributions of the shares or otherwise, the selling security
holder may enter into hedging transactions with broker-dealers. In connection
with the transactions, broker-dealers may engage in short sales of the shares
registered hereunder in the course of hedging the positions they assume with
the
selling security holder. The selling security holder may also sell shares short
and deliver the shares to close out the positions. The selling security holder
may also enter into an option or other transactions with broker-dealers which
require the delivery to the broker-dealer of the shares registered hereunder,
which the broker-dealer may resell under this prospectus. The selling security
holder may also pledge the shares registered hereunder to a broker or dealer
and
upon a default, the broker or dealer may effect sales of the pledged shares
under this prospectus.
Information
as to whether an underwriter who may be selected by the selling security holder,
or any other broker-dealer, is acting as principal or agent for the selling
security holder, the compensation to be received by an underwriter who may
be
selected by the selling security holder, or any broker-dealer, acting as
principal or agent for the selling security holder and the compensation to
be
received by other broker-dealers, in the event the compensation of other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer
or
broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including the supplement, if any, to any
person who purchases any of the shares from or through a dealer or
broker.
We
have
advised the selling security holder that during the time as it may be engaged
in
a distribution of the shares included herein it is required to comply with
Regulation M of the Securities Exchange Act of 1934. With certain exceptions,
Regulation M precludes any selling security holder, any affiliated purchasers
and any broker-dealer or other person who participates in the distribution
from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchase
made
in order to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect the marketability
of our common stock.
An
investor may purchase the common stock offered under this prospectus only if
such shares are qualified for sale or are exempt from registration under the
applicable securities laws of the state in which such prospective purchaser
resides. We have not registered or qualified the shares under any state
securities laws and, unless the sale of such shares to a particular investor
is
exempt from registration or qualification under applicable state securities
laws, the sale of such shares to an investor may not be effected until such
shares have been registered or qualified with applicable state securities
authorities.
Sales
of
securities by the selling security holder or even the potential of these sales
may have a negative effect on the market price for shares of our common
stock.
DESCRIPTION
OF SECURITIES
Common
Stock
As
of
March 26, 2007, there were 20,437,292 shares of common stock outstanding. All
outstanding shares of common stock are, and all shares of common stock to be
outstanding upon exercise of the warrants will be, validly authorized and
issued, fully paid, and non-assessable.
The
holders of common stock are entitled to one vote for each share held of record
on all matters submitted to a vote of stockholders. Holders of common stock
are
entitled to receive ratably such dividends as may be declared by the board
of
directors out of funds legally available therefor. In the event of our
liquidation, dissolution, or winding up, holders of our common stock are
entitled to share ratably in all of our assets remaining after payment of
liabilities and liquidation preferences of any outstanding shares of preferred
stock. Holders of common stock have no preemptive rights or other subscription
rights to convert their shares into any other securities.
Dividends
Commencing
in March 2002, our board of directors authorized our first cash dividend of
$.06
per share per annum, payable $.015 per share on
a
quarterly basis.
In
March 2003, our board of directors increased the cash dividend to $.08 per
share
per annum, payable $.02 per share on a quarterly basis. In
March
2004, our board of directors increased the cash dividend to $.12 per share
per
annum, payable $.03 per share on a quarterly basis. In
March
2005,
our
board of directors increased the cash dividend to
$.16
per share per annum, payable $.04 per share on
a
quarterly basis.
In
December 2005, our board of directors authorized the continuation of our cash
dividend of $.16
per
share per annum, payable $.04 on
a
quarterly basis.. In
December 2006, our board of directors increased the cash dividend from $.16
to
$.20 per share per annum, payable $.05 on a quarterly basis. The first cash
dividend for 2007 of $.05 per share is to be paid on April 13, 2007 to
shareholders of record on March 30, 2007.
Our
Certificate of Incorporation provides for the requirement of unanimous approval
of the members of our board of directors for the declaration or payment of
dividends, if the aggregate amount of dividends to be paid by us and our
subsidiaries in any fiscal year is more than thirty percent (30%) of our annual
net income for the last completed fiscal year, as indicated by our consolidated
financial statements.
Preferred
Stock
Our
Board
of Directors has the authority, without further action by our stockholders,
to
issue 1,000,000 shares of preferred stock, in one or more series and to fix
the
privileges and rights of each series. These privileges and rights may be greater
than those of the common stock. As of the date of this prospectus, we do not
have any shares of preferred stock outstanding. Our Board of Directors, without
further shareholder approval, can issue preferred stock with voting, conversion
or other rights that could adversely affect the voting power and other rights
of
the holders of common stock. This type of “blank check preferred stock” makes it
possible for us to issue preferred stock quickly with terms calculated to delay
or prevent a change in our control or make removal of our management more
difficult.
TRANSFER
AGENT
The
transfer agent and registrar for our common stock is American Stock Transfer
& Trust Company, located at 59 Maiden Lane, New York, New York
10038.
LEGAL
MATTERS
The
validity of the shares of common stock which are originally offered under the
registration statement of which this reoffer prospectus forms a part will be
passed on for us by GrayRobinson, P.A., Ft. Lauderdale, Florida. Joseph A.
Caccamo, Esq. of GrayRobinson, P.A., is a director of the Company, and is the
record owner of options to purchase 16,000 shares of common stock, 8,000 of
which are held as nominee for his former employer and 8,000 of which are held
for GrayRobinson, P.A.
EXPERTS
The
consolidated financial statements and the related financial statement schedule
of Inter Parfums, Inc., and subsidiaries as of December 31, 2006 and December
31, 2005, and for each of the years in the three-year period ended December
31,
2006, and management's assessment of the effectiveness of internal controls
over
financial reporting as of December 31, 2006 included in Inter Parfums, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2006, have been
incorporated by reference herein and in the registration statement in reliance
upon the reports of Mazars LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
DOCUMENTS
INCORPORATED BY REFERENCE
The
following documents previously filed with the Securities and Exchange Commission
are incorporated herein by reference:
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·
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Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2006.
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|
·
|
Our
Current Report on Form 8-K date of report, March 22,
2007.
|
|
·
|
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.
|
Any
statement contained in a document incorporated by reference shall be deemed
to
be modified or superseded for purposes of this prospectus to the extent that
a
statement contained in a later document modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a
part
of this prospectus, except as so modified or superseded.
We
will
provide, without charge, a copy of any document incorporated by reference in
this prospectus but which is not delivered with this prospectus to any person
to
whom this prospectus has been delivered upon the oral or written request of
that
person. Requests should be directed to the attention of the Corporate Secretary,
Inter Parfums, Inc., 551 Fifth Avenue, New York, New York 10167. Our telephone
number is 212.983.2640.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT US
We
are
subject to the reporting requirements of the Securities Exchange Act of 1934,
and we file reports, proxy statements and other information with the Securities
Exchange Commission. These reports, proxy statements and other information
can
be inspected and copied at the Public Reference Room of the SEC, 100 F Street,
N.E., Washington, D.C. 20549, at prescribed rates. The SEC maintains a website,
www.sec.gov,
which
contains reports, proxy and information statements and other information
regarding registrants, including us, that file electronically with the SEC.
In
addition, you may obtain information from the Public Reference Room by calling
the SEC at 1-800-SEC-0330. Our common stock is quoted on the Nasdaq Global
Market System.
We
have
filed with the Commission a registration statement on Form S-3 under the
Securities Act with respect to the our common stock being offered pursuant
to
this prospectus. This prospectus, which is a part of the registration statement,
does not contain all of the information set forth in the registration statement
and its exhibits. For further information with respect to us and the common
stock offered hereby, please refer to the registration statement and its
exhibits.
We
maintain our internet website at www.interparfumsinc.com
which is
linked to the SEC Edgar database. Information contained in our website, other
than reports filed with the SEC, is not a part of this prospectus. You can
obtain through our website, free of charge, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments
to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange as soon as reasonably practicable after we have electronically filed
with or furnished them to the SEC.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
The
following table sets forth all costs and expenses other than underwriting
discounts and commissions, payable in connection with the sale of the common
stock being registered hereunder. All of the amounts shown are estimates except
for the SEC registration fee.
|
|
Amount
of Fee
|
|
SEC
registration fee
|
|
$
|
154.70
|
|
Legal
fees and expenses
|
|
|
20,000.00
|
|
Accounting
fees and expenses
|
|
|
15,000.00
|
|
Printing
and Edgarizing fees
|
|
|
2,000.00
|
|
Miscellaneous
|
|
|
2,845.30
|
|
|
|
|
|
|
Total
|
|
$
|
40,000.00
|
|
Item
15. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law authorizes a court to award, or
a
corporation’s board of directors to grant, indemnity to directors and officers
in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended (the “Securities
Act”).
As
permitted by Section 145 of the Delaware General Corporation Law, the
registrant’s Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability:
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for
any breach of the director’s duty of loyalty to the 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.
|
As
permitted by the Delaware General Corporation Law, the registrant’s bylaws
provide that:
- |
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;
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- |
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.
|
The
registrant maintains directors’ and officers’ liability insurance and intends to
extend that coverage for public securities matters.
See
also
the undertakings set out in response to Item 17.
Number
|
|
Description
|
3.1.1
|
|
Restated
Certificate of Incorporation of the registrant dated September
3, 1987
(incorporated by reference to Exhibit 3.1.1 of the registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2000)
|
|
|
|
3.1.2
|
|
Amendment
to the registrant’s Restated Certificate of Incorporation dated July 31,
1992 (incorporated by reference to Exhibit 3.1.2 of the registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2000)
|
|
|
|
3.1.3
|
|
Amendment
to the registrant’s Restated Certificate of Incorporation dated July 9,
1993 (incorporated by reference to Exhibit 3.1.3 of the registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2000)
|
|
|
|
3.1.4
|
|
Amendment
to the registrant’s Restated Certificate of Incorporation dated July 13,
1999 (incorporated by reference to Exhibit 3.1.4 of the registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
1999)
|
|
|
|
3.1.5
|
|
Amendment
to the registrant’s Restated Certificate of Incorporation dated 12 July
2000 (incorporated by reference to Exhibit 3.1.5 of the registrant’s
Quarterly Report on Form 10-Q for the period ended June 30,
2000)
|
|
|
|
3.2
|
|
Amended
and Restated By-Laws of the registrant *
|
|
|
|
4.1
|
|
Instruments
Defining the Rights of Common Stock Holders (included in Exhibits
3.1.1,
3.1.2, 3.1.3, 3.1.4, 3.1.5 and 3.2)
|
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|
|
4.2
|
|
Warrant
Dated July 14, 2005 to Purchase 100,000 shares of Common Stock
of Inter
Parfums, Inc. *
|
|
|
|
4.3
|
|
Warrant
Dated September 1, 2006 to Purchase 100,000 shares of Common Stock
of
Inter Parfums, Inc. *
|
|
|
|
10.118
|
|
Agreement
dated July 14, 2005 by and among The Gap, Inc., Banana Republic
LLC, Gap
(Apparel) LLC, Gap (ITM), Inc., Banana Republic (Apparel) LLC,
Banana
Republic (ITM), Inc., Gap (Puerto Rico), Inc., and Gap (Canada)
Inc.,
together with their subsidiaries who operate stores on the one
hand and
Inter Parfums, Inc. and its wholly-owned subsidiary Inter Parfums
USA,
LLC. (Certain confidential information in this exhibit was omitted
and
filed separately with the Securities and Exchange Commission with
a
request for confidential treatment by Inter Parfums, Inc). (Incorporated
by reference to Exhibit 10.118 of the Company's Quarterly Report
for the
quarterly period ended June 30, 2005)
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|
|
________
*Previously
filed.
|
|
|
10.125
|
|
Addendum
effective March 2, 2006 to Agreement dated July 14, 2005 by and
among The
Gap, Inc., Banana Republic LLC, Gap (Apparel) LLC, Gap (ITM), Inc.,
Banana
Republic (Apparel) LLC, Banana Republic (ITM), Inc., Gap (Puerto
Rico),
Inc., and Gap (Canada) Inc., together with their subsidiaries who
operate
stores on the one hand and Inter Parfums, Inc. and its wholly-owned
subsidiary Inter Parfums USA, LLC. (Certain confidential information
in
this exhibit was omitted and filed separately with the Securities
and
Exchange Commission with a request for confidential treatment by
Inter
Parfums, Inc.) (Incorporated by reference to Exhibit 10.125 contained
in
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005).
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|
|
|
5.1
|
|
Opinion
of GrayRobinson, PA*
|
|
|
|
23.1
|
|
Consent
of GrayRobinson, PA (included in Exhibit 5.1)
|
|
|
|
23.2
|
|
Consent
of Mazars LLP *
|
|
|
|
24.1
|
|
Power
of Attorney *
|
________
(a)
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)
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. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which as
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee” table in the
effective registration statement;
(iii)
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;
Provided,
however,
that,
(B)
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply
if
the registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant
to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in
a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
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.
(3)
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.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
(h)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this registration statement amendment
to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the
City of New York, State of New York, on this 16th day of April,
2007.
|
INTER
PARFUMS, INC.
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|
By:
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*
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|
Jean
Madar, Chief Executive Officer |
Pursuant
to the requirements of the Securities Act, this registration statement
amendment
has been signed by the following persons in the capacities indicated on
April
16, 2007.
Signature
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Title
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|
*
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Chairman
of the Board of Directors
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|
Jean
Madar
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And
Chief Executive Officer
|
|
|
|
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Chief
Financial and Accounting Officer
|
|
Russell
Greenberg
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and
Director
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|
|
|
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|
Director
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Philippe
Benacin
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|
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Director
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Philippe
Santi
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|
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|
Director
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|
Francois
Heilbronn
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|
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Director
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|
Joseph
A. Caccamo
|
|
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*
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Director
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|
Jean
Levy
|
|
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|
Director
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|
Robert
Bensoussan-Torres
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|
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Director
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|
Jean
Cailliau
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Director
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Serge
Rosinoer
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|
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Director
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Patrick
Choël
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|
|
_____________
/s/
Russell Greenberg
*Russell
Greenberg, as attorney-in-fact
Dated
April 16, 2007
|
|
EXHIBIT
INDEX
|
Number
|
|
Description
|
3.1.1
|
|
Restated
Certificate of Incorporation of the registrant dated September
3, 1987
(incorporated by reference to Exhibit 3.1.1 of the registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2000)
|
|
|
|
3.1.2
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|
Amendment
to the registrant’s Restated Certificate of Incorporation dated July 31,
1992 (incorporated by reference to Exhibit 3.1.2 of the registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2000)
|
|
|
|
3.1.3
|
|
Amendment
to the registrant’s Restated Certificate of Incorporation dated July 9,
1993 (incorporated by reference to Exhibit 3.1.3 of the registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2000)
|
|
|
|
3.1.4
|
|
Amendment
to the registrant’s Restated Certificate of Incorporation dated July 13,
1999 (incorporated by reference to Exhibit 3.1.4 of the registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
1999)
|
|
|
|
3.1.5
|
|
Amendment
to the registrant’s Restated Certificate of Incorporation dated 12 July
2000 (incorporated by reference to Exhibit 3.1.5 of the registrant’s
Quarterly Report on Form 10-Q for the period ended June 30,
2000)
|
|
|
|
3.2
|
|
Amended
and Restated By-Laws of the registrant *
|
|
|
|
4.1
|
|
Instruments
Defining the Rights of Common Stock Holders (included in Exhibits
3.1.1,
3.1.2, 3.1.3, 3.1.4, 3.1.5 and 3.2)
|
|
|
|
4.2
|
|
Warrant
Dated July 14, 2005 to Purchase 100,000 shares of Common Stock
of Inter
Parfums, Inc.*
|
|
|
|
4.3
|
|
Warrant
Dated September 1, 2006 to Purchase 100,000 shares of Common Stock
of
Inter Parfums, Inc. *
|
|
|
|
10.118
|
|
Agreement
dated July 14, 2005 by and among The Gap, Inc., Banana Republic
LLC, Gap
(Apparel) LLC, Gap (ITM), Inc., Banana Republic (Apparel) LLC,
Banana
Republic (ITM), Inc., Gap (Puerto Rico), Inc., and Gap (Canada)
Inc.,
together with their subsidiaries who operate stores on the one
hand and
Inter Parfums, Inc. and its wholly-owned subsidiary Inter Parfums
USA,
LLC. (Certain confidential information in this Exhibit 10.118 was
omitted
and filed separately with the Securities and Exchange Commission
with a
request for confidential treatment by Inter Parfums, Inc.) (Incorporated
by reference to the Company's Quarterly Report for the quarterly
period
ended June 30, 2005).
|
|
|
|
10.125
|
|
Addendum
effective March 2, 2006 to Agreement dated July 14, 2005 by and
among The
Gap, Inc., Banana Republic LLC, Gap (Apparel) LLC, Gap (ITM), Inc.,
Banana
Republic (Apparel) LLC, Banana Republic (ITM), Inc., Gap (Puerto
Rico),
Inc., and Gap (Canada) Inc., together with their subsidiaries who
operate
stores on the one hand and Inter Parfums, Inc. and its wholly-owned
subsidiary Inter Parfums USA, LLC. (Certain confidential information
in
this Exhibit was omitted and filed separately with the Securities
and
Exchange Commission with a request for confidential treatment by
Inter
Parfums, Inc). (Incorporated by reference to Exhibit 10.125 contained
in
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005).
|
|
|
|
5.1
|
|
Opinion
of Gray-Robinson, PA *
|
|
|
|
23.1
|
|
Consent
of Gray-Robinson, PA (included in Exhibit 5.1)
|
|
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23.2
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|
Consent
of Mazars LLP *
|
|
|
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24.1
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|
Power
of Attorney (included on signature page of this registration
statement)
|