-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DvWqIEy2/9PUJ1r+ES/pBApC0hlcaHDBmfLo9PMFNgqwttvt9v9fZ1yEWPGkklNB mKsd0JxloyYOQ5bMOGZSKQ== 0001104659-09-024056.txt : 20090414 0001104659-09-024056.hdr.sgml : 20090414 20090414172113 ACCESSION NUMBER: 0001104659-09-024056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090414 DATE AS OF CHANGE: 20090414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOSSIL INC CENTRAL INDEX KEY: 0000883569 STANDARD INDUSTRIAL CLASSIFICATION: WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873] IRS NUMBER: 752018505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43117 FILM NUMBER: 09749360 BUSINESS ADDRESS: STREET 1: 2280 NORTH GREENVILLE AVE CITY: RICHARDSON STATE: TX ZIP: 75082 BUSINESS PHONE: 9722342525 MAIL ADDRESS: STREET 1: 2280 N GREENVILLE CITY: RICHARDSON STATE: TX ZIP: 75082 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARTSOTIS TOM CENTRAL INDEX KEY: 0000936617 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: FOSSIL INC. STREET 2: 2280 N. GREENVILLE CITY: RICHARDSON STATE: TX ZIP: 75082 SC 13D/A 1 a09-9998_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

FOSSIL, INC.

(Name of Issuer)

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

349882100

(CUSIP Number)

 

Tom Kartsotis

Fossil, Inc.

2280 N. Greenville Avenue

Richardson, Texas 75082

(972) 234-2525

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 2, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



 

CUSIP No.   349882100

 

 

1.

Names of Reporting Persons
Tom Kartsotis

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO/PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
6,503,301(1)

 

8.

Shared Voting Power
1,268,950(2)

 

9.

Sole Dispositive Power
6,503,301(1)

 

10.

Shared Dispositive Power
1,268,950(2)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,772,251(1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.7%(3)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1) Includes 63,521 shares owned by Mr. Kartsotis as custodian for Annie Grace Kartsotis and Jack Kosta Kartsotis, both minors, 2,666,667 shares pledged as collateral to secure a revolving line of credit being extended by JPMorgan Chase Bank, N.A. to Mr. Kartsotis and 2,052,000 shares pledged as collateral to secure a revolving line of credit being extended by SunTrust Bank to Mr. Kartsotis.

(2) Comprised of 3,450 shares owned by Lynne Kartsotis, wife of Tom Kartsotis, as to which Mr. Kartsotis disclaims beneficial ownership, and 1,265,500 shares owned jointly by Mr. and Mrs. Kartsotis.

(3) Based on 66,628,696 shares issued and outstanding as of March 27, 2009.

 

2



 

Item 1.

Security and Issuer

 

This Amendment No. 4 to Schedule 13D is filed to amend the Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Fossil, Inc., a Delaware corporation (the “Issuer” or “Company”) filed February 17, 2009, as amended and/or supplemented by Amendment No. 1 thereto filed March 6, 2009, Amendment No. 2 thereto filed March 19, 2009 and Amendment No. 3 thereto filed March 25, 2009 (as amended, the “Schedule 13D”).  This Amendment No. 4 is filed to disclose a decrease in the percentage of the Common Stock that may be deemed to be beneficially owned by Mr. Kartsotis, to disclose the pledge of 2,052,000 shares to secure a revolving line of credit being extended by SunTrust Bank to Mr. Kartsotis and to reflect the transfer to a joint account of shares held by Mr. Kartsotis and his wife, Lynne Kartsotis.  Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D.  Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. 

 

 

Item 5.

Interest in Securities of the Issuer

 

Item 5(b) is amended and restated in its entirety as follows:

 

(b) Number of shares as to which Mr. Kartsotis has:

 

(i)            sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

(ii)           shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

 

(iii)          sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

(iv)          shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

 

All percentages set forth in this statement are based on 66,628,696 shares of Common Stock, as reported in the Issuer’s Definitive Proxy Statement filed on April 10, 2009.

 

Item 5(c) is amended and restated in its entirety as follows:

 

(c)  Transactions in shares of Common Stock of the Issuer effected by Lynne Kartsotis since the most recent filing on Schedule 13D consist of the following transactions:

 

 

 

 

Transaction
Date

 

Shares
Acquired

 

Shares
Disposed

 

Price
Per Share

 

Description
of Transaction

 

 

 

April 13, 2009

 

0

 

25,000

 

18.4486

(1)

Open market sale

 

 

 

April 9, 2009

 

0

 

190,000

 

18.4448

(1)

Open market sale

 

 

 

April 8, 2009

 

0

 

86,900

 

16.8310

(1)

Open market sale

 

 

 

April 7, 2009

 

0

 

22,500

 

16.4936

(1)

Open market sale

 

 

 

April 6, 2009

 

0

 

25,000

 

16.8659

(1)

Open market sale

 

 

 

April 3, 2009

 

0

 

60,100

 

17.2387

(1)

Open market sale

 

 

 

April 2, 2009

 

0

 

325,000

 

17.2404

(1)

Open market sale

 

 

 

April 1, 2009

 

0

 

102,000

 

15.9248

(1)

Open market sale

 

 

 

March 31, 2009

 

0

 

65,700

 

15.9619

(1)

Open market sale

 

 

 

March 30, 2009

 

0

 

25,000

 

15.8384

(1)

Open market sale

 

 

 

March 27, 2009

 

0

 

152,300

 

16.8100

(1)

Open market sale

 

 

 

March 26, 2009

 

0

 

155,000

 

17.1431

(1)

Open market sale

 

 

 


(1)       Excluding commissions of $0.05 per share.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

 

Item 6 is amended and restated in its entirety as follows:

 

Except as otherwise described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

 

Mr. Kartsotis is a party to a Commercial Pledge Agreement by and among Mr. Kartsotis and JPMorgan Chase Bank, N.A. (the “JPMorgan Chase”), pursuant to which Mr. Kartsotis has pledged 2,666,667 shares of Common Stock to secure, among other things, a revolving line of credit being extended by JPMorgan Chase to Mr. Kartsotis.  Mr. Kartsotis is a party to a Collateral Account Security Agreement by and among Mr. Kartsotis and SunTrust Bank (the “SunTrust”), pursuant to which Mr. Kartsotis has pledged 2,052,000 shares of Common Stock to secure, among other things, a revolving line of credit being extended by SunTrust to Mr. Kartsotis.  Mr. Kartsotis is also a party to a sales plan intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act to sell a portion of the shares described herein.  The Sales Plan covers the sale of up to 2,500,000 shares of Common Stock.

 

The foregoing description of the Sales Plan is a summary only and is qualified in its entirety by the terms of the Sales Plan, which is attached as an exhibit to Amendment No. 3 to the Schedule 13D filed March 25, 2009 and is incorporated herein by reference.

 

3



 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: April 14, 2009

 

 

Tom Kartsotis

 

 

 

By:

/s/ Tom Kartsotis

 

Name:

Tom Kartsotis

 


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