UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended
January 31, 2006
OR
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TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from
to
Commission file number 0-18183
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its
charter)
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| Delaware |
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41-1590959 |
(State
or other jurisdiction of
incorporation or
organization) |
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(I.R.S. Employer
Identification
No.) |
| 512
Seventh Avenue, New York, New York |
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10018 |
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principal executive offices) |
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(Zip
Code) |
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Registrant's telephone number,
including area code: (212) 403-0500
Securities registered pursuant to Section 12(b) of
the Act: None
Securities registered
pursuant to Section 12(g) of the Act: Common Stock, $.01 par
value.
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes No
X
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act.
Yes No
X
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
X No
Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this Chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by checkmark if the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
Accelerated filer Non-accelerated filer
X
Indicate by checkmark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes No
X
As of July 31, 2005, the aggregate
market value of the registrant's voting stock held by
non-affiliates of the registrant (based on the last sale price for such
shares as quoted by the Nasdaq National Market) was approximately
$46,053,000.
The number of outstanding shares of the
registrant's Common Stock as of March 31, 2006 was
12,333,996.
Documents incorporated by reference: None.
Certain portions of the registrant's definitive Proxy Statement
relating to the registrant's Annual Meeting of Stockholders to be
held on or about June 8, 2006, to be filed pursuant to Regulation 14A
of the Securities Exchange Act of 1934 with the Securities and Exchange
Commission, were incorporated by reference into Part III of the
registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 2006 previously filed with the Securities and Exchange
Commission on May 1,
2006.
EXPLANATORY
NOTE
This Amendment No. 1 on Form 10-K/A amends the Annual
Report on Form 10-K of G-III Apparel Group, Ltd. for the fiscal year
ended January 31, 2006, filed with the Securities and
Exchange Commission on May 1, 2006, to file Exhibit 21
and Exhibit 23.1, which were not included in the original Form 10-K, to
refile certain exhibits filed over five years ago and to amend and
restate Item 15 (Exhibits and Financial Statement Schedules) with
respect to the exhibit list. This Amendment No. 1 on Form 10-K/A does
not reflect events occurring after our filing of the original Form
10-K, or, except for the filing of the exhibits hereto, modify or
update disclosures contained in the original Form 10-K.
PART
IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
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(a) |
1. |
Financial
Statements. |
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2. |
Financial Statement
Schedules. |
The Financial Statements and Financial
Statement Schedules are listed in the accompanying index to
consolidated financial statements beginning on page F-1 of our Annual
Report on Form 10-K for the fiscal year ended January 31,
2006 previously filed with the Securities and Exchange Commission on
May 1, 2006. All other schedules, for which provision is
made in the applicable accounting regulations of the Securities and
Exchange Commission are not required under the related instructions,
are shown in the financial statements or are not applicable and
therefore have been
omitted.
(a) The following exhibits filed as part of this
report or incorporated herein by reference are management contracts or
compensatory plans or arrangements: Exhibits 10.1, 10.1(a), 10.10,
10.12, 10.12(a), 10.13, 10.14, 10.19, 10.20 and
10.23.
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3.1 |
Certificate of
Incorporation.1 |
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3.2 |
By-Laws,
as amended, of G-III Apparel Group, Ltd.
(‘‘G-III’’). |
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10.1 |
Employment
Agreement, dated February 1, 1994, between G-III and
Morris
Goldfarb. |
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10.1(a) |
Amendment, dated
October 1, 1999, to the Employment Agreement, dated
February 1, 1994, between G-III and Morris
Goldfarb. |
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10.3 |
Financing
Agreement, dated as of July 11, 2005, by and among The
CIT Group/Commercial Services, Inc., as Agent, the Lenders that are
parties thereto, G-III Leather Fashions, Inc., J. Percy For Marvin
Richards, Ltd., and CK Outerwear,
LLC.7 |
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10.3(a) |
Amendment
No. 2, dated as of February 24, 2006, to Financing
Agreement, dated as of July 11, 2005, by and among The
CIT Group/Commercial Services, Inc., as Agent, the Lenders that are
parties thereto, G-III Leather Fashions, Inc., J. Percy For Marvin
Richards, Ltd., and CK Outerwear,
LLC.8 |
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10.6 |
Lease, dated
September 21, 1993, between Hartz Mountain Associates and
G-III. |
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10.6(a) |
Lease renewal,
dated May 27, 1999, between Hartz Mountain Associates and
G-III. |
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10.6(b) |
Lease modification
agreement, dated March 10, 2004, between Hartz Mountain
Associates and
G-III.3 |
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10.6(c) |
Lease
modification agreement, dated February 23, 2005, between
Hartz Mountain Associates and
G-III.4 |
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10.7 |
Lease,
dated June 1, 1993, between 512 Seventh Avenue Associates
(‘‘512’’) and G-III. |
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10.7(a) |
Lease
amendment, dated July 1, 2000, between 512 and
G-III. |
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10.8 |
Lease, dated
January 31, 1994, between 512 and
G-III. |
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10.8(a) |
Lease amendment,
dated July 1, 2000, between 512 and
G-III. |
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10.10 |
G-III Apparel Group,
Ltd. 1989 Stock Option Plan, as
amended. |
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10.12 |
G-III Apparel
Group, Ltd. 1997 Stock Option Plan, as
amended.3 |
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10.12(a) |
Form
of Option Agreement for awards made pursuant to the G-III Apparel
Group, Ltd. 1997 Stock Option Plan, as
amended.4 |
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10.13 |
Letter
Agreement, dated December 2, 1998, between G-III and Aron
Goldfarb. |
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10.14 |
G-III Apparel
Group, Ltd. 1999 Stock Option Plan for Non-Employee Directors, as
amended.9 |
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10.15 |
Lease
Agreement dated February 1, 2003 between 345 W. 37th
Corp. and G-III Leather Fashions,
Inc.2 |
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10.16 |
Management
Services Agreement dated February 1, 2003 between 345 W.
37th Corp. and G-III Leather Fashions,
Inc.2 |
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10.17 |
First
Amendment of Lease Agreement dated April 1, 2004 between
345 W. 37th Corp. and G-III Leather Fashions,
Inc.3 |
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10.19 |
G-III
Apparel Group, Ltd. 2005 Stock Incentive
Plan.5 |
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10.20 |
Form of
Restricted Stock
Agreement.6 |
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10.21 |
Stock
Purchase Agreement, dated as of July 11, 2005, by and
among Sammy Aaron, Andrew Reid, Lee Lipton, John Pollack, Sammy Aaron,
as Sellers' Representative, G-III Leather Fashions, Inc. and
G-III Apparel Group,
Ltd.7 |
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10.22 |
Asset
Purchase Agreement, dated as of July 11, 2005, by and
among G-III Leather Fashions, Inc., G-III Apparel Group, Ltd., Winlit
Group, Ltd., David Winn and Richard
Madris.7 |
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10.23 |
Employment
Agreement, dated as of July 11, 2005, by and between
Sammy Aaron and G-III Apparel Group,
Ltd.7 |
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21 |
Subsidiaries
of G-III. |
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23.1 |
Consent of
Independent Registered Public Accounting Firm, Ernst & Young
LLP. |
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31.1 |
Certification by Morris
Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd.,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in
connection with G-III Apparel Group, Ltd.’s Annual Report on
Form 10-K for the fiscal year ended January 31, 2006, as
amended. |
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31.2 |
Certification by
Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd.,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, in
connection with G-III Apparel Group, Ltd.’s Annual Report on
Form 10-K for the fiscal year ended January 31, 2006, as
amended. |
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32.1 |
Certification by
Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd.,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel
Group, Ltd.’s Annual Report on Form 10-K for the fiscal year
ended January 31,
2006.9 |
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32.2 |
Certification
by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group,
Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III
Apparel Group, Ltd.’s Annual Report on Form 10-K for the year
ended January 31,
2006.9 |
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Previously
filed as an exhibit to G-III’s Registration Statement on Form
S-1 (no. 33-31906), which exhibit is incorporated herein by
reference. |
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Previously
filed as an exhibit to G-III’s Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 2003, which exhibit is
incorporated herein by
reference. |
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Previously
filed as an exhibit to G-III’s Annual Report on Form 10-K for
the fiscal year ended January 31, 2004, which exhibit is
incorporated herein by
reference. |
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Previously
filed as an exhibit to G-III’s Annual Report on Form 10-K for
the fiscal year ended January 31, 2005, which exhibit is
incorporated herein by
reference. |
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Previously
filed as an exhibit to G-III’s Registration Statement on Form
S-8 filed on June 14, 2005, which exhibit is incorporated
herein by
reference. |
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Previously
filed as an exhibit to G-III’s Report on Form 8-K filed on
June 15, 2005, which exhibit is incorporated herein by
reference. |
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Previously
filed as an exhibit to G-III’s Report on Form 8-K filed on
July 15, 2005, which exhibit is incorporated herein by
reference. |
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Previously
filed as an exhibit to G-III’s Report on Form 8-K filed on
March 2, 2006, which exhibit is incorporated herein by
reference. |
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Previously
filed as an exhibit to G-III’s Annual Report on Form 10-K for
the fiscal year ended January 31, 2006 filed on
May 1, 2006. |
Exhibits have been included in
copies of this Report filed with the Securities and Exchange
Commission. We will provide, without charge, a copy of these exhibits
to each stockholder upon the written request of any such stockholder.
All such requests should be directed to G-III Apparel Group, Ltd., 512
Seventh Avenue, 35th floor, New York, New York 10018,
Attention: Mr. Wayne S. Miller,
Secretary.
3
Table of Contents
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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G-III APPAREL GROUP,
LTD. |
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By |
/s/ Morris
Goldfarb
Morris Goldfarb,
Chief
Executive Officer |
May 8, 2006
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date
indicated.
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| Signature |
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Title |
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Date |
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| /s/ Morris
Goldfarb |
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Director,
Chairman of the Board and Chief Executive Officer (principal executive
officer) |
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May 8,
2006 |
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| Morris Goldfarb |
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| /s/ Neal
Nackman |
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Chief Financial
Officer and Treasurer (principal financial and accounting
officer) |
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May 8,
2006 |
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| Neal S. Nackman |
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| /s/ Sammy
Aaron |
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Director and Vice
Chairman |
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May 8,
2006 |
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| Sammy Aaron |
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| /s/ Thomas J.
Brosig |
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Director |
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May 8,
2006 |
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| Thomas J.
Brosig |
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| /s/ Pieter
Deiters |
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Director |
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May 8,
2006 |
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| Pieter
Deiters |
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| /s/ Alan Feller |
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Director |
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May 8,
2006 |
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| Alan
Feller |
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| /s/ Carl Katz |
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Director |
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May 8,
2006 |
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| Carl
Katz |
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Director |
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| Laura
Pomerantz |
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Director |
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| Willem
van
Bokhorst |
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| /s/ Richard
White |
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Director |
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May 8,
2006 |
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| Richard
White |
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