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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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) | ||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 11, 2021, the Company was granted a written consent (the “Consent”) by the lenders party to the Company’s Amended and Restated Credit Agreement dated October 12, 2018 among the Company, such lenders and Bank of America, N.A., as administrative agent, as previously amended in light of the impact of the COVID-19 pandemic by Amendment No. 2 dated June 5, 2020 (as amended, the “Credit Agreement”). The Consent permits the Company to pay up to two cash dividends to equity holders that would not otherwise be permitted by the Credit Agreement. Specifically, the Consent permits the Company to pay an initial dividend on or prior to February 15, 2021 in an aggregate amount up to $2,500,000 and a second dividend between February 15, 2021 and May 31, 2021 in an aggregate amount that, when combined with the initial dividend, does not exceed $5,000,000.
The Company intends to file the Consent as an exhibit to its annual report on Form 10-K for the fiscal year ending January 31, 2021.
| Item 7.01. | Regulation FD Disclosure. |
On January 11, 2021, the Company issued a press release related to the declaration of a dividend, a copy of which has been furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release, dated January 11, 2021, announcing the declaration of a dividend. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 11, 2021
| MOVADO GROUP, INC. | |||
| By: | /s/ Mitchell Sussis | ||
| Name: | Mitchell Sussis | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||
