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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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 14, 2006
FOSSIL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19848 75-2018505
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
2280 N. Greenville Avenue
Richardson, Texas 75082
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 234-2525.
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(Former name or former address, if changed since last report)
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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:
[ ] 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)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 14, 2006, Fossil, Inc. (the "Company") issued a press
release announcing certain preliminary financial results for the fiscal quarter
ended October 7, 2006. A copy of this press release is attached hereto as
Exhibit 99.1.
The information in this Current Report and the accompanying exhibit is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and is
not incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof, except as shall be expressly set forth by specific
reference to this Current Report in such a filing.
ITEM 8.01. OTHER EVENTS.
REVIEW OF EQUITY GRANT PRACTICES
The Company also announced on November 14, 2006 that a committee made
up of all independent members of its Board of Directors (the "Special
Committee") is voluntarily reviewing the Company's equity granting practices.
The Special Committee has just recently commenced a search for independent legal
counsel to assist in the review. Based on the current status of the Special
Committee's review, the Company does not expect that it will be in a position to
file its report on Form 10-Q for the period ended October 7, 2006 in a timely
manner. The Company plans to become current on its periodic reports required
under the Securities and Exchange Act of 1934, as amended, as soon as practical
following the completion of the Special Committee's review.
PURPORTED SHAREHOLDER DERIVATIVE LAWSUITS
Two shareholder derivative lawsuits have been filed in federal court
naming the Company as a nominal defendant and naming all of the Company's
current directors and certain of its current and former officers and directors
as defendants. The first suit was filed on September 13, 2006 and the second was
filed on October 26, 2006. The complaints allege purported violations of federal
securities laws and state law claims for breach of fiduciary duty, abuse of
control, constructive fraud, corporate waste, unjust enrichment and gross
mismanagement in connection with certain stock option grants made by the
Company. The Company and its directors have reviewed the allegations and intend
to respond when appropriate.
The Company does not intend to file further Current Reports on Form 8-K
describing additional lawsuits, if any, which are based on allegations
substantially similar to those contained in the complaints described above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release dated November 14, 2006 (furnished, not filed).
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SIGNATURES
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.
Dated: November 14, 2006
FOSSIL, INC.
By: /s/ Mike L. Kovar
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Mike L. Kovar
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated November 14, 2006.
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