| As filed with the Securities and Exchange Commission on March 13, 2017 | Registration No. 333- _____ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
Inter Parfums, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3275609 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 551 Fifth Avenue, New York, New York | 10176 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant's telephone number, including area code: | 212.983.2640 |
|
2016 STOCK OPTION PLAN OF INTER PARFUMS, INC. |
| (Full Title of the Plans) |
|
Russell Greenberg, Chief Financial Officer Inter Parfums, Inc. 551 Fifth Avenue New York, New York 10167 Telephone: 212.983.2640 |
||
| (Name, Address Telephone number, including area code of agent for service) |
| Copy to: |
|
Joseph A. Caccamo, Esq. Caccamo Law PA 54 Cloisterbane Drive St. Johns, Florida 32259 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act).
| Large accelerated filer ¨ | Accelerated filer x |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company ¨ |
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||
| Common Stock, $.001 par value[1] | 1,000,000 shares[2] | $34.38[3] | $34,375,0003 | $3,984.06[4] |
[1] Represents shares of Common Stock issuable upon exercise of options to be granted under the 2016 Stock Option Plan of Inter Parfums, Inc.
[2] Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers an indeterminable number of additional securities that may become issuable in accordance with the anti-dilution provisions applicable to the options exercisable for the common stock registered hereunder.
[3] Estimated solely for the purpose of calculating the registration fee. The registration fee is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low sales price of the Common Stock as reported on The Nasdaq Stock Market on March 9, 2017.
[4] Fee is determined by multiplying aggregate offering amount times .0001159 ($115.90 per $1,000,000).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the holders as required under Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange Commission are incorporated herein by reference:
| · | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. | |
| · | Our Current Report on Form 8-K filed on March 13, 2017 | |
| · | 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 Registration Statement 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. |
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock to be offered under the registration statement will be passed on for us by Caccamo Law PA, St. Johns, Florida. Joseph A. Caccamo, Esq. of principal of Caccamo Law PA, and is the record owner of options to purchase 8,600 shares of Common Stock.
Item 6. 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, 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:
| - | for any breach of the director’s duty of loyalty to Registrant or its stockholders; |
| - | for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law; |
2
| - | 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, 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; |
| - | 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. |
Registrant maintains directors’ and officers’ liability insurance that includes coverage for public securities matters.
See also the undertakings set out in response to Item 9.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated by reference herein.
Item 9. Undertakings.
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; |
| (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; and |
3
| (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 paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (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 liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed 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.
C. Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
4
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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 13th day of March, 2017.
| INTER PARFUMS, INC. | ||
| By | /s/ Jean Madar | |
| Jean Madar, Chief Executive Officer | ||
Each person whose signature appears below hereby appoints Jean Madar and Russell Greenberg, and both of them, either of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jean Madar | Chairman of the Board of Directors | March 13, 2017 | ||
| Jean Madar | and Chief Executive Officer | |||
| /s/ Russell Greenberg | Chief Financial and Accounting | March 13, 2017 | ||
| Russell Greenberg | Officer and Director | |||
| /s/ Philippe Benacin | Director | March 10, 2017 | ||
| Philippe Benacin | ||||
| /s/ Philippe Santi | Director | March 9, 2017 | ||
| Philippe Santi | ||||
| /s/ François Heilbronn | Director | March 10, 2017 | ||
| François Heilbronn | ||||
| /s/ Jean Levy | Director | March 9, 2017 | ||
| Jean Levy | ||||
| /s/ Robert Bensoussan-Torres | Director | March 9, 2017 | ||
| Robert Bensoussan-Torres | ||||
| Director | March __, 2017 | |||
| Patrick Choël | ||||
| /s/ Michel Dyens | Director | March 10, 2017 | ||
| Michel Dyens |
5
EXHIBIT INDEX
| Exhibit Number |
Description |
| 4.33 |
2016 Stock Option Plan of Inter Parfums, Inc. (incorporated by reference to Exhibit No. 4.33 of the Inter Parfums, Inc. Quarter Report on Form 10-Q for the period ended June 30, 2016) |
| 5.1 | Opinion of Caccamo Law PA* |
| 10.166 | Form of Nonqualified Stock Option Contract-Employees* |
| 10.167 | Form of Nonqualified Stock Option Contract-Executive Officers* |
| 10.168 | Form of Nonqualified Stock Option Contract-Nonemployee Directors* |
| 23.1 | Consent of Caccamo Law PA (included in Exhibit 5.1) |
| 23.2 | Consent of Mazars USA LLP* |
| 24.1 | Power of Attorney (included on signature page of this registration statement) |
*Filed herewith
6
Exhibit 5.1
Re: Registration Statement on Form S-8 (the “Registration Statement”)
Gentlemen:
We are counsel to Inter Parfums Inc. (the “Company”). This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration for public sale of up to 1,000,000 shares of common stock, $.001 par value per share, of the Company (“Common Stock”) issuable upon the proper exercise of stock options to be granted under the 2016 Stock Option Plan of Inter Parfums Inc. (the “Plan”).
In connection therewith, we have examined and relied upon original, certified, conformed or other copies of (a) the Restated Certificate of Incorporation, as amended, and Amended Bylaws of the Company; (b) resolutions of the Board of Directors and shareholders of the Company authorizing the adoption of the Plan; (c) the Registration Statement and the exhibits thereto; and (d) such other matters of law as we have deemed necessary for the expression of the opinion herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals of certified documents of all copies submitted to us as conformed or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon. As to the various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.
Based upon and in reliance of the foregoing, we are of the opinion that the shares of Common Stock, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Caccamo Law PA
Caccamo Law PA
Exhibit 10.166
Exhibit 10.166 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
Nonqualified Stock Option Contract
THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the ___ day of _____, 20__, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _____________ (“Option Holder”).
W I T N E S S E T H:
1. The Company, in accordance with the resolutions adopted by the Chief Executive Officer of the Company effective as of the ___ day of _____, and the terms and subject to the conditions of the 2016 Stock Option Plan of Inter Parfums, Inc. (the “2016 Plan”), hereby grants to the Option Holder as of ________, a nonqualified stock option to purchase an aggregate of _____ shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of $_____ per share.
2. Subject to earlier termination as provided in the 2016 Plan, the term of this option shall be six (6) years from the date hereof; provided that, such option shall vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the on the first day of the sixth year from the date of grant.
3. (a) Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option, but not with respect to less than 20% of the Shares, (unless less than 20% of Shares remain to be purchased, then such amount remaining, or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).
(b) In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.
4. This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.
5. Nothing in the 2016 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.
6. The Option Holder understands that the Shares have been registered for issuance to and resale by the Option Holder in Registration Statement No. 333-_____ under the Securities Act of 1933, as amended (the “Act”). Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.
Page 1 of 2 Pages
Exhibit 10.166 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
7. (a) The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its 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 the Company has electronically filed with or furnished them to the SEC.
(b) In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller at the Company’s’ office as set forth in paragraph 3(a) above, either in writing or by telephone (212.983.2640), without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).
8. Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.
9. (a) The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2016 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein. In the event of a conflict between the terms of this Contract and the terms of the 2016 Plan, then in such event, the terms of 2016 Plan shall govern. Except as otherwise provided herein, all capitalized terms used herein shall have the same meanings ascribed to them in the 2016 Plan.
(b) In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2016 Plan.
(c) The Option Holder agrees that the Company may amend the 2016 Plan and the options granted to the Option Holder under the 2016 Plan, subject to the limitations contained in the 2016 Plan.
10. This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.
11. This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.
| INTER PARFUMS, INC. | ||
| By: | ||
| [Name and Title] | ||
| [Option Holder name] | ||
Page 2 of 2 Pages
Exhibit 10.167
Exhibit 10.167 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
Nonqualified Stock Option Contract
THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the ____ day of _______, 20__, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _________________ (“Option Holder”).
W I T N E S S E T H:
1. The Company, in accordance with the resolutions adopted by the Company’s Executive Compensation and Stock Option Committee (the “Committee”), and the terms and subject to the conditions of the 2016 Stock Option Plan of Inter Parfums, Inc. (the “2016 Plan”), hereby grants to the Option Holder as of ________, a nonqualified stock option to purchase an aggregate of _____ shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of $_____ per share.
2. Subject to earlier termination as provided in the 2016 Plan, the term of this option shall be six (6) years from the date hereof; provided that, such option shall vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the first day of the sixth year from the date of grant.
3. (a) Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).
(b) In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.
4. This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.
5. Nothing in the 2016 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.
6. The Option Holder understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-_____ under the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.
Page 1 of 2 Pages
Exhibit 10.167 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
7. (a) The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its 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 the Company has electronically filed with or furnished them to the SEC.
(b) In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller at the Company’s’ office as set forth in paragraph 3(a) above, either in writing or by telephone (212.983.2640), without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).
8. Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.
9. (a) The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2016 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.
(b) In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2016 Plan.
(c) In the event of a conflict between the terms of this Contract and the terms of the 2016 Plan, then in such event, the terms of 2016 Plan shall govern.
(d) Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2016 Plan.
(e) The Option Holder agrees that the Company may amend the 2016 Plan and the options granted to the Option Holder under the 2016 Plan, subject to the limitations contained in the 2016 Plan.
10. This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.
11. This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.
| INTER PARFUMS, INC. | ||
| By: | ||
| [Name and Title] | ||
| [Option Holder name] | ||
Page 2 of 2 Pages
Exhibit 10.168
Exhibit 10.168 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
Nonqualified Stock Option Contract
THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the ___ day of _____, 20__, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _____________ (“Option Holder”).
W I T N E S S E T H:
1. The Company, in accordance with the terms and subject to the conditions of the 2016 Stock Option Plan of Inter Parfums, Inc. (the “2016 Plan”) hereby grants to the Optionee as of the date hereinabove set forth, a nonqualified option to purchase an aggregate of _____ shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the "Common Stock"), at $_____ per share.
2. Subject to earlier termination as provided in the Plan, the term of this option shall be five (5) years from the date hereof; provided that, such option shall vest and become exercisable to purchase shares of Common Stock as follows: 25% one year after the date of grant, and then 25% on each of the second, third and fourth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the first day of the fifth year from the date of grant.
3. (a) Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).
(b) In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.
4. This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee or his legal representatives.
5. Nothing in the Plan or herein shall confer upon the Optionee any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Optionee with the Company, its Parent or any of its Subsidiaries.
6. The Option Holder understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-_____ under the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.
Page 1 of 2 Pages
Exhibit 10.168 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
7. (a) The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its 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 the Company has electronically filed with or furnished them to the SEC.
(b) In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller at the Company’s’ office as set forth in paragraph 3(a) above, either in writing or by telephone (212.983.2640), without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).
8. Notwithstanding anything to the contrary, if at any time the Board of Directors or the Committee shall determine in its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors or the Committee.
9. (a) The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2016 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.
(b) In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2016 Plan.
(c) In the event of a conflict between the terms of this Contract and the terms of the 2016 Plan, then in such event, the terms of 2016 Plan shall govern.
(d) Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2016 Plan.
(e) The Option Holder agrees that the Company may amend the 2016 Plan and the options granted to the Option Holder under the 2016 Plan, subject to the limitations contained in the 2016 Plan.
10. This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.
11. This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.
| INTER PARFUMS, INC. | ||
| By: | ||
| [Name and Title] | ||
| [Option Holder name] | ||
Page 2 of 2 Pages
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference into this Registration Statement on Form S-8 under the Securities Act of 1933 of Inter Parfums, Inc. and subsidiaries of (i) our report dated March 13, 2017 on the consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows and Schedule II for each of the years in the three-year period ended December 31, 2016 and (ii) to our report dated March 13, 2017 on the effectiveness of the Inter Parfums, Inc. maintenance of internal controls over financial reporting as of December 31, 2016. Each report appears in the December 31, 2016 Annual Report on Form 10-K of Inter Parfums, Inc.
/s/ Mazars USA LLP
Mazars USA LLP
New York, New York
March 13, 2017