UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 17, 2024, MGI Luxury Group S.A. (“MGI”), a wholly owned Swiss subsidiary of Movado Group, Inc. (the “Company”), entered into an amendment (the “First Amendment”) to the amended and restated License Agreement (the “License Agreement”) between MGI and HUGO BOSS AG, D-Metzingen, Branch CH-Zug (the “Licensor”). As a result of the Amendment, among other things:
| · | The license period has been extended until December 31, 2031, subject to certain rights of MGI to extend for an additional five years upon satisfaction of specified conditions. |
| · | The royalty rates have been revised and MGI agreed to pay a one-time fee in light of the 100th anniversary of the Hugo Boss brand. |
| · | Sales minima and minimum marketing and advertising expenditures have been revised for years 2024 through 2026 and established for years 2027 through 2031. |
| · | New pricing has been established for sales by MGI to the Licensor and its affiliates. |
| · | The parties acknowledge that a payment made by MGI to the Licensor in August 2023 constituted full compensation for inadvertent overcharges in previous sales by MGI to certain Licensor affiliates. |
| · | Certain provisions in the Agreement were revised, in particular those regarding the net sales calculation. |
The other material provisions of the License Agreement remain substantially unchanged.
The Company intends to file the First Amendment as an exhibit to its quarterly report on Form 10-Q for the fiscal quarter ending October 31, 2024, and will seek confidential treatment of certain terms in the Amendment at such time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 20, 2024
| MOVADO GROUP, INC. | |||
| By: | /s/ Mitchell Sussis | ||
| Name: | Mitchell Sussis | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||