UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 10, 2015

 

G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

0-18183

(Commission File Number)

41-1590959

(IRS Employer

Identification No.)

 

512 Seventh Avenue

New York, New York

(Address of principal executive offices)

10018

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 403-0500

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On December 10, 2015, the Compensation Committee of our Board of Directors granted restricted stock units, pursuant to our 2015 Long-Term Incentive Plan (the “2015 Plan”), that will enable the following persons to receive shares of our common stock, subject to satisfaction of specified conditions, as follows: (i) up to 103,287 shares to Morris Goldfarb, our Chairman, President and Chief Executive Officer, who is also a Director; (ii) up to 79,451 shares to Sammy Aaron, our Vice Chairman, who is also a Director; (iii) up to 52,967 shares to Wayne S. Miller, our Chief Operating Officer; (iv) up to 10,593 shares to Neal S. Nackman, our Chief Financial Officer; and (v) up to 26,483 shares to Jeffrey Goldfarb, our Director of Strategic Planning, who is also a Director.

 

The above-named persons will be entitled to receive these shares of our common stock only if the performance conditions in clauses (a) and either (b)(1) or (b)(2) set forth below are satisfied:

 

(a) the average closing price per share of our common stock on the Nasdaq Global Select Market over a twenty consecutive trading day period (i) during the two years beginning on the date of grant is at least $53.56 (which is 10% above the closing price on the date of the Compensation Committee meeting, December 10, 2015 (the “Reference Date”) or (ii) during the third, fourth and fifth years after the Reference Date is at least $56.00 (which is 15% above the closing price on the Reference Date); and either

 

(b) (1) (i) the amount of our net income per share on a fully diluted basis as reported in our audited financial statements (“Net Income Per Share”) for the fiscal year ending January 31, 2017 or January 31, 2018 is at least 10% greater than the amount of our Net Income Per Share for the fiscal year ending January 31, 2016 (the “2016 Amount”), (ii) if the net income-based performance objective in clause (b)(1) (i) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2019 is at least 15% greater than the 2016 Amount, or (iii) if the net income-based performance objective in clause (b)(1) (i) or (ii) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2020 is at least 20% greater than the 2016 Amount, or

 

     (2) the average closing price per share of our common stock on the Nasdaq Global Select Market over a twenty consecutive trading day period (i) during the two years beginning on the date of grant is at least $58.43 (which is 20% above the closing price on the Reference Date) or (ii) during the third, fourth and fifth years after the reference date is at least $60.87 (which is 25% above the closing price on the Reference Date)

 

(clauses (a) and (b) together, the “Performance Conditions”).

 

In addition, the right to receive shares of common stock pursuant to the above-described restricted stock unit grants will become vested in four equal annual installments on each of December 10, 2017, 2018, 2019 and 2020 (the “Time Vesting Condition”).

 

If the Performance Conditions are both satisfied, we will issue to an above-named grantee of restricted stock units 25% of the shares of common stock to which he is entitled under his grant on each of December 10, 2017, 2018, 2019 and 2020, but only if he remains employed by

 

 

 

 

us or otherwise performs service for us on each vesting date. If both Performance Conditions are not satisfied within the above-described time periods, we will not issue any shares of common stock pursuant to the restricted stock unit grants. If both Performance Conditions are satisfied at any time during the above-reference time periods, we will issue shares of common stock in respect of all annual installment periods of the Time Vesting Condition for which shares have not previously been issued.

 

The number of shares of common stock to which the restricted stock units relate and the vesting price will be appropriately adjusted in the event of stock splits, stock dividends and other extraordinary corporate events.

 

A copy of the form of Restricted Stock Unit Agreement for these grants under the 2015 Plan is filed herewith as Exhibit 10.1.

 

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) See “Item 1.01 Entry into a Material Definitive Agreement” above with respect to restricted stock unit grants to our named executive officers, Morris Goldfarb, Sammy Aaron, Wayne S. Miller and Neal S. Nackman.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

10.1Form of Restricted Stock Unit Agreement for December 10, 2015 restricted stock unit grants.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 14, 2015 G-III APPAREL GROUP, LTD.
     
  By:  /s/ Neal S. Nackman
  Name:     Neal S. Nackman
  Title:       Chief Financial Officer

 

 

 

  

EXHIBIT INDEX

 

Exhibit   Description
     
10.1   Form of Restricted Stock Unit Agreement for December 10, 2015 restricted stock unit grants.