Amended Current Report Filing (8-k/a)
February 13 2017 - 4:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): November 30, 2016
G-III APPAREL
GROUP, LTD.
(Exact name of registrant as specified in
its charter)
Delaware
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0-18183
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41-1590959
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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512 Seventh Avenue
New York, New York
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10018
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
2.01
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Completion
of Acquisition or Disposition of Assets.
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On December 6, 2016, G-III Apparel Group, Ltd.
(the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange
Commission (the “Commission”) to report that on December 1, 2016, it completed the purchase of all of the outstanding
capital stock of Donna Karan International Inc., a Delaware corporation (“ DKI ”), from Moet Hennessy Louis Vuitton,
Inc. (“LVMH”, and such purchase, the “DKI Acquisition”), pursuant to a Stock Purchase Agreement, dated
July 22, 2016, by and between the Company and LVMH, as amended by Amendment No. 1 thereto dated November 30, 2016.
This Current Report on Form 8-K/A amends the Original Form 8-K to
include the required financial statements and pro forma financial information with respect to the DKI Acquisition under Item 9.01(a),
(b) and (d) of Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(a) Financial Statements of Business Acquired
The audited consolidated balance sheets of DKI
as of December 31, 2015 and December 31, 2014 and the related audited consolidated statements of operations and comprehensive
loss, stockholder’s equity, and cash flows for the years ended December 31, 2015, December 31, 2014
and December 31, 2013, and the related notes thereto, and the report of Ernst & Young LLP, are filed as Exhibit 99.1 to this
Form 8-K/A and incorporated herein by reference.
The unaudited interim consolidated balance sheets
of DKI as of September 30, 2016, December 31, 2015 and September 30, 2015, and the related unaudited interim consolidated statements
of operations and comprehensive loss, stockholder’s equity, and cash flows for the nine months ended September
30, 2016 and September 30, 2015, and the related notes thereto, are filed as Exhibit 99.2 to this Form 8-K/A and incorporated
herein by reference.
(b) Pro Forma Financial Data
The narrative overview and the Company’s
unaudited pro forma condensed combined financial data reflecting the effects of the DKI Acquisition, consisting of (i) the
unaudited pro forma condensed combined balance sheet as of October 31, 2016 and the related notes thereto and (ii) the
unaudited pro forma condensed combined statements of operations for the fiscal year ended January 31, 2016
and the nine months ended October 31, 2016, and the related notes thereto, are filed as Exhibit 99.3 to this Form 8-K/A and incorporated
herein by reference.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits
99.1
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Audited consolidated
balance sheets of DKI as of December 31, 2015 and December 31, 2014 and the related audited consolidated statements
of operations and comprehensive loss, stockholder’s equity, and cash flows for the years ended
December 31, 2015, December 31, 2014 and December 31, 2013, and the related notes thereto.
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99.2
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Unaudited interim
consolidated balance sheets of DKI as of September 30, 2016, December 31, 2015 and September 30, 2015, and the related unaudited
interim consolidated statements of operations and comprehensive loss, stockholder’s equity, and cash flows
for the nine months ended September 30, 2016 and September 30, 2015, and the related notes thereto.
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99.3
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Narrative overview
and the Company’s unaudited pro forma condensed combined financial data reflecting the effects of the DKI Acquisition,
consisting of (i) the unaudited pro forma condensed combined balance sheet as of October 31, 2016 and the related
notes thereto and (ii) the unaudited pro forma condensed combined statements of operations for the fiscal
year ended January 31, 2016 and the nine months ended October 31, 2016, and the related notes thereto.
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99.4
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Consent of Ernst & Young LLP.
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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: February 13, 2017
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G-III APPAREL GROUP, LTD.
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By:
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/s/ Neal S. Nackman
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Name:
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Neal S. Nackman
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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Description
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99.1
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Audited consolidated
balance sheets of DKI as of December 31, 2015 and December 31, 2014 and the related audited consolidated statements
of operations and comprehensive loss, changes in stockholder’s equity, and cash flows for the years ended
December 31, 2015, December 31, 2014 and December 31, 2013, and the related notes thereto.
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99.2
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Unaudited interim
consolidated balance sheets of DKI as of September 30, 2016 and September 30, 2015, and the related unaudited interim consolidated
statements of operations and comprehensive loss, stockholder’s equity, and cash flows for the nine months
ended September 30, 2016 and September 30, 2015, and the related notes thereto.
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99.3
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Narrative overview
and the Company’s unaudited pro forma condensed combined financial data reflecting the effects of the DKI Acquisition,
consisting of (i) the unaudited pro forma condensed combined balance sheet as of October 31, 2016 and the related
notes thereto and (ii) the unaudited pro forma condensed combined statements of operations for the fiscal
year ended January 31, 2016 and the nine months ended October 31, 2016, and the related notes thereto.
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99.4
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Consent of Ernst & Young LLP.
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