(1)	Represents Common Stock issuable under the Movado Group, Inc. Amended and Restated Deferred Compensation Plan for Executives.

(2)	Estimated solely for purposes of calculating the registration fee and calculated pursuant to Rule 457(c), based on the average of the high and low sale prices of the Common Stock on May 19, 2015 as reported on the New York Stock Exchange.

(3)	Estimated solely for purposes of calculating the registration fee.

(4)	The Deferred Compensation Obligations are unsecured obligations of Movado Group, Inc. to pay deferred compensation in the future in accordance with the terms of the Movado Group, Inc. Amended and Restated Deferred Compensation Plan for Executives.

 

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, the registrant, Movado Group, Inc. (the “Registrant”), is filing this registration statement (the “Registration Statement”) with respect to the issuance of (i) an additional 108,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”) issuable under the Movado Group, Inc. Amended and Restated Deferred Compensation Plan For Executives, effective June 1, 1995 and amended and restated effective January 1, 2013 (as amended and restated, the “Plan”) and (ii) an additional $20,000,000 of deferred compensation obligations (the “Deferred Compensation Obligations”) which represent general unsecured obligations of the Company to pay certain compensation amounts in the future to participating employees in accordance with the terms of the Plan. On October 11, 1996, the Registrant filed a registration statement (the “First Registration Statement”) on Form S-8 (File No. 333- 13927) with respect to the issuance of the Common Stock and the Deferred Compensation Obligations under the Plan,  on September 25, 2006 the Registrant filed a second registration statement (the “Second Registration Statement”) on Form S-8 (File No. 333-137573) with respect to the issuance of additional Common Stock and Deferred Compensation Obligations under the Plan and on May 27, 2012, the Registrant filed a third registration statement (the “Third Registration Statement” and, together with the First Registration Statement and the Second Registration Statement, the “Original Registration Statements”) on Form S-8 (File No. 333-181017) with respect to the issuance of additional Common Stock and Deferred Compensation Obligations under the Plan. Except as otherwise provided herein, the contents of the Original Registration Statements are hereby incorporated in the Registration Statement by reference.

The Registrant is amending “Item 4 - Description of the Securities” in the Original Registration Statements to reflect amendments to the Plan.  “Item 4 - Description of the Securities” in the Original Registration Statements is hereby amended and restated in its entirety to read as follows:

Under the Movado Group, Inc. Deferred Compensation Plan for Executives (the “Plan”), the Company will provide eligible employees the opportunity to defer a specified percentage of their cash compensation.  The obligations of the Company with respect to such deferrals (the “Obligations”) will be unsecured general obligations of the Company to pay the deferred compensation in the future in accordance with the terms of the Plan, and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.

Under the Plan, each eligible employee shall deliver a Compensation Deferral Election to the Company in order for any base salary deferrals and, where the participant is not classified as a sales executive, bonus deferrals or both, as applicable, to become effective.

The Company shall establish for each participant a separate bookkeeping account and credit to the account an amount designated in the participant’s Compensation Deferral Election for each year.  Such amounts shall not be made available to the participant, except as described below, and shall reduce the participant’s

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compensation.  Amounts credited to participants shall be subject to the rights of the general creditors of the Company.

Participants shall cease to contribute after they cease to be employed by the Company.  The Compensation Deferral Election and any changes thereto must be submitted before the beginning of the calendar year during which the amount to be deferred will be earned; provided, however, that in the year in which an employee is first eligible to participate in the Plan or in any other individual account nonqualified deferred compensation plan maintained by the Company, such Compensation Deferral Election may be filed within thirty days of the date on which an employee is first eligible to so participate with respect to compensation earned during the remainder of the calendar year, and, provided further, that a bonus deferral election may be submitted as late as by the end of the sixth month of the applicable bonus performance period. A new Compensation Deferral Election shall be required for purposes of each bonus deferral.

The Company shall also credit annually to the account of each participant a matching contribution in an amount equal to one hundred percent of such participant’s compensation deferrals for such plan year up to a maximum annual matching contribution equal to: (i) 10% of the base salary of any such participant classified as a “Group I Employee” and (ii) 5% of the base salary of any such participant classified as a “Group II Employee”, provided that in any event the participant is an employee on the last day of such plan year.

Twenty percent of each matching contribution for a participant shall be made in the form of rights to receive shares of Common Stock of the Company (which shall consist of bookkeeping credits to the participant’s accounts) representing the number of shares (including fractional shares) of Common Stock that the matching contribution could purchase based upon the fair market value of the Common Stock on the date on which such matching contribution is so credited.

Dividends declared on Common Stock shall not be credited to the accounts of any participant in connection with any rights to receive bookkeeping credits for Common Stock pursuant to the Plan.

When a participant or a participant’s beneficiary is entitled to a lump sum distribution pursuant to the Plan, the Company shall issue to the participant or beneficiary the number of shares of Common Stock equal to the number of full shares then credited to such participant’s account.  If payment to a participant or a participant’s beneficiary is being made in installments, each installment shall include a proportionate portion of the aggregate number of shares then credited to such participant's account.  In all cases, the Company shall pay any fractional shares in cash.

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Plan subject to the satisfaction of certain timing restrictions.  Payments are made in Common Stock to the extent the participant’s account has been denominated in Common Stock, otherwise, payment will be made in cash.

The term of the Plan will expire on June 13, 2023, unless extended by the Company as provided in the Plan.

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	MOVADO GROUP, INC.
	By:	/s/ Timothy F. Michno
		Name:  Timothy F. Michno
		Title:    General Counsel

 

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