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MOV > SEC Filings for MOV > Form 8-K on 4-Feb-2013All Recent SEC Filings

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Form 8-K for MOVADO GROUP INC


4-Feb-2013

Termination of a Material Definitive Agreement, Financial Statements and Exhibit


Item 1.02. Termination of a Material Definitive Agreement.

Effective January 30, 2013, Movado Group, Inc. (the "Company") and Swico Limited, an English company ("Swico"), voluntarily terminated the joint venture agreement they had entered into on May 11, 2007 (the "JV Agreement") relating to MGS Distribution Limited, an English company ("MGS") . Under the JV Agreement, the Company and Swico owned 51% and 49%, respectively, of the issued and outstanding shares of MGS which was formed to distribute the Company's licensed watch brands in the United Kingdom. The terms of the JV Agreement included provisions for the governance of MGS as well as financial performance measures which, if not attained, gave either party the right to terminate the JV Agreement after the fifth (5th) and the tenth (10th) year (January 31, 2012 and January 31, 2017); restrictions on the transfer of shares in MGS; and a buy out right whereby the Company could purchase all of Swico's shares in MGS as of July 1, 2017 and every 5th anniversary thereafter at a pre-determined price. There were no early termination penalties in connection with the termination of the JV Agreement.

The mutual agreement to terminate the JV Agreement was the result of the Company acquiring additional shares in MGS from Swico, thereby increasing its ownership interest in MGS to 90%. Henceforth the Company will manage MGS as a wholly owned subsidiary, with Swico continuing to provide logistical support and after-sale service for the brands distributed by MGS in the U.K. which, in addition to the Company's licensed brands, will now also include Movado and Ebel watches.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

  99.1         Press Release issued February 4, 2013 announcing the Company's
             acquisition of a 90% interest in MGS Distribution Limited and
             termination of the Joint Venture Agreement with Swico Limited
             entered into on May 11, 2007.


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