S-3/A

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As filed with the Securities and Exchange Commission on August 20, 2003

Registration No.333-107476

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FOSSIL, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	75-2018505 (I.R.S. Employer Identification Number)
2280 North Greenville Avenue, Richardson, Texas 75082 (972) 234-2525 (Address, including zip code, and telephone number, including area code, of registrant's principal executive officers)
T.R. Tunnell, Esq. Executive Vice President and Chief Legal Officer 2280 North Greenville Avenue Richardson, Texas 75082 (972) 699-2139 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to: Ronald J. Frappier, Esq. Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202-2799 (214) 855-4500

        Approximate date of commencement of proposed sale to the public:    At such time or times after the effective date of this Registration Statement as the selling stockholders may determine.

        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 reimbursement plans, check the following box.    ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration 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 of 1933, check the following box and list the Securities Act of 1933 registration number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

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 Commission, acting pursuant to Section said 8(a), may determine.

EXPLANATORY NOTE

        This Amendment No. 1 to the Registration Statement on Form S-3 is being filed with the Commission solely for the purpose of filing the exhibits included herein and providing information regarding expenses in Part II, Item 14.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

        The following table sets forth the estimated expenses in connection with the distribution of the securities covered by this registration statement. We will bear all of the expenses except as otherwise indicated.

SEC Registration Fee	$	90.46
Printing and Engraving Fees and Expenses	$	1,000
Legal Fees and Expenses	$	2,000
Accounting Fees and Expenses	$	12,000
Transfer Agent and Registrar Fees		*
Miscellaneous	$	500
Total	$	15,590.46

Item 16. Exhibits

        The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing of our company under the Securities Act of 1933 or the Exchange Act of 1934 as indicated in parenthesis:

EXHIBIT NUMBER			DESCRIPTION
5.1	**	—	Opinion of Jenkens & Gilchrist, a Professional Corporation, regarding legality of shares being registered.
10.1	*	—	Form Option Award Agreement
10.2	*	—	Form of Amendment to Option Award Agreement
10.3		—	1993 Long-Term Incentive Plan of Fossil, Inc. (incorporated by reference to Exhibit 10.2 of the Fossil, Inc. Registration Statement on Form S-1 (33-45357)).
23.1	*	—	Consent of Deloitte & Touche LLP.
23.2	**	—	Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1 hereof).
24.1	*	—	Powers of attorney. (included in the signature page of this Registration Statement).

*

Previously filed.

**

Filed herewith.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing a Form S-3 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richardson, State of Texas, on August 20, 2003.

FOSSIL, INC.
By:	/s/ Kosta N. Kartsotis Kosta N. Kartsotis President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in their capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Tom Kartsotis* Tom Kartsotis	Chairman of the Board of Directors (Principal Executive Officer)	August 20, 2003
/s/ Kosta N. Kartsotis Kosta N. Kartsotis	Chief Executive Officer, President and Director	August 20, 2003
/s/ Mike L. Kover* Mike L. Kovar	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 20, 2003
/s/ Michael W. Barnes* Michael W. Barnes	Director	August 20, 2003
/s/ Richard H. Gundy* Richard H. Gundy	Director	August 20, 2003
/s/ Jal S. Shroff* Jal S. Shroff	Director	August 20, 2003
/s/ Kenneth W. Anderson* Kenneth W. Anderson	Director	August 20, 2003
/s/ Alan J. Gold* Alan J. Gold	Director	August 20, 2003

/s/ Michael Steinberg* Michael Steinberg	Director	August 20, 2003
/s/ Donald J. Stone* Donald J. Stone	Director	August 20, 2003

* By:
/s/ Kosta N. Kartsotis Kosta N. Kartsotis
Agent and Attorney-in-fact

EXHIBIT INDEX

EXHIBIT NUMBER			DESCRIPTION
5.1	**	—	Opinion of Jenkens & Gilchrist, a Professional Corporation, regarding legality of shares being registered.
10.1	*	—	Form of Option Award Agreement
10.2	*	—	From of Amendment to Option Award Agreement.
10.3		—	1993 Long-Term Incentive Plan of Fossil, Inc. (incorporated by reference to Exhibit 10.2 of the Fossil, Inc. Registration Statement on Form S-1 (33-45357)).
23.1	*	—	Consent of Deloitte & Touche LLP.
23.2	**	—	Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1 hereof).
24.1	*	—	Powers of attorney (included in the signature page of this Registration Statement).

*

Previously filed.

**

Filed herewith.

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EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution .
Item 16. Exhibits

SIGNATURES
EXHIBIT INDEX

EX-5.1

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Exhibit 5.1

[letterhead of Jenkens & Gilchrist]

August 20, 2003

Fossil, Inc.
2280 North Greenville Avenue
Richardson, Texas 75082

Re:

Fossil, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

        This firm has acted as counsel to Fossil, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission on July 30, 2003, under the Securities Act of 1933, as amended (the "Securities Act"), relating to 66,912 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). Thirteen thousand seven hundred and twenty-five of the Shares may be sold from time to time and 53,187 are issuable upon the exercise of options to purchase Common Stock (the "Options"), which have terms and conditions substantially similar to the 1993 Long-Term Incentive Plan of Fossil, Inc. but were issued under individual award agreements (the "Agreements"). Both the 13,725 Shares of Common Stock and the Options are held by individuals listed on Schedule A.

        You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. In connection therewith, this firm has examined and relied upon the original, or copies identified to our satisfaction, of (1) the Company's amended and restated Certificate of Incorporation and the amended and restated Bylaws of the Company, as amended; (2) minutes, resolutions and records of the corporate proceedings of the Company with respect to the issuance of the Shares and related matters; (3) the Registration Statement and exhibits thereto; and (4) such other documents and instruments as this firm has deemed necessary for the expression of these opinions. In making the foregoing examinations, this firm has assumed the genuineness of all signatures and the authenticity of all documents submitted to this firm as originals, and the conformity to original documents of all documents submitted to this firm as certified or photostatic copies. As to various questions of fact material to this opinion letter, and as to the content and form of the amended and restated Certificate of Incorporation, the amended and restated Bylaws, minutes, records, resolutions and other documents or writings of the Company, this firm has relied, to the extent it deems reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to this firm by the Company, without independent check or verification of their accuracy.

        Based upon our examination, consideration of, and reliance on the documents and other matters described above, this firm is of the opinion that the 13,725 Shares are duly authorized, validly issued, fully paid and nonassessable and, assuming that (1) the 53,187 Shares to be sold and issued in the future will be duly issued and sold in accordance with the terms of the Agreements; (2) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares available for issuance to those persons who purchase Shares pursuant to the Agreements; and (3) the consideration for the 53,187 Shares issued pursuant to the Agreements is actually received by the Company as provided in the Agreements and exceeds the par value of such Shares, then, we are of the opinion that, the 53,187 Shares issued or sold in accordance with the terms of the Agreements will be duly and validly issued, fully paid and nonassessable.

        This firm hereby consents to the filing of this opinion letter as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement. In giving this consent, this firm does not admit that it comes within the category of person whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
JENKENS & GILCHRIST, a Professional Corporation
By:	Authorized Signatory

Schedule A

Werner Thieme
Francesco Defranceschi
Arturo Rosso
Miguel Angel Cadarso
Shinya Kimura
Yoshiko Okada
Kenji Ueki

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Exhibit 5.1

Schedule A