UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

FOSSIL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   75-2018505
(State of Incorporation
or Organization)
  (I.R.S. Employer
Identification No.)
   

901 S. Central Expressway

Richardson, Texas

  75080
(Address of Principal Executive Offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be Registered

 

Name of Each Exchange on Which

Each Class is to be Registered

7.00% Senior Notes due 2026   The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-259352

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The class of securities to be registered hereby is the 7.00% Senior Notes due 2026 (the “Senior Notes”) of Fossil Group, Inc. (the “Company”). For a description of the Senior Notes, reference is made to (i) the information under the heading “Description of debt securities” in the Company’s shelf registration statement on Form S-3 (Registration No. 333-259352) initially filed with the Securities and Exchange Commission (the “Commission”) on September 7, 2021, and declared effective by the Commission on September 30, 2021, and (ii) the information under the heading “Description of the Notes” included in the Prospectus Supplement with respect to the Senior Notes, filed with the Commission pursuant to Rule 424(b) of the general rules and regulations of the Securities Act of 1933, as amended, on November 4, 2021, which information is incorporated herein by reference.

 

Item 2. Exhibits.

 

Exhibit
No.
  Description
     
4.1   Senior Indenture, dated as of November 8, 2021, by and between Fossil Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 8, 2021 and incorporated herein by reference).
     
4.2   First Supplemental Indenture, dated as of November 8, 2021, by and between Fossil Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 8, 2021 and incorporated herein by reference).
     
4.3   Form of 7.00% Senior Note due 2026 (included as Exhibit A to Exhibit 4.2 above).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Very truly yours,
 
  FOSSIL GROUP, INC.
   
  By: /s/ Sunil M. Doshi
    Sunil M. Doshi
    Senior Vice President, Chief Financial Officer and Treasurer

 

Dated: November 8, 2021

 

 

 

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