MICHAEL KORS HOLDINGS LTD

Transcription

1 MICHAEL KORS HOLDINGS LTD FORM F-1MEF (Registration of Additional Securities (up to 20%, foreign issuer)) Filed 12/14/11 Telephone (852) CIK Symbol KORS SIC Code Leather & Leather Products Industry Apparel/Accessories Sector Consumer Cyclical Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 As filed with the Securities and Exchange Commission on December 14, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Michael Kors Holdings Limited (Exact Name of Registrant as Specified in Its Charter) Registration No British Virgin Islands 3100 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) c/o Michael Kors Limited Unit 1001, 10/F, Miramar Tower 132 Nathan Road Tsim Sha Tsui, Hong Kong (852) (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) John D. Idol Chief Executive Officer c/o Michael Kors (USA), Inc. 11 West 42 nd Street, 21 st Floor New York, NY (212) (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: (I.R.S. Employer Identification Number) John C. Kennedy, Esq. Richard D. Truesdell Jr., Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP Davis Polk & Wardwell LLP 1285 Avenue of the Americas 450 Lexington Avenue New York, NY New York, NY (212) (212) Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum

3 Title of Each Class of Securities to be Registered Amount Offering Price Aggregate to Be Registered (1)(2) Per Share Offering Price (3) Amount of Registration Fee Ordinary shares, no par value 6,325,000 $20.00 $126,500,000 $14,497 (1) The 6,325,000 ordinary shares being registered in this Registration Statement are in addition to the 47,955,000 ordinary shares registered pursuant to the Registrant s Registration Statement on Form F-1 (File No ). (2) Including 825,000 ordinary shares which may be purchased by the underwriters to cover over-allotments, if any. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

4 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) ( Rule 462(b) ) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No ) of Michael Kors Holdings Limited (the Registrant ), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission (the Commission ) on December 14, 2011, are incorporated by reference into this Registration Statement. The Registrant hereby certifies that it (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission s account at U.S. Bank as soon as practicable (but no later than the close of business on December 15, 2011), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during the bank s regular business hours no later than December 15, 2011.

5 Item 16. Exhibits and Financial Statement Schedules. PART II INFORMATION NOT REQUIRED IN PROSPECTUS All exhibits filed with or incorporated by reference in Registration Statement No are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for the following, which are filed herewith. Exhibit Number Description of Exhibit 5.1 Opinion of Harney, Westwood & Riegels as to the validity of the securities being offered Consent of PricewaterhouseCoopers LLP Consent of Harney, Westwood & Riegels (included in Exhibit 5.1) Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of Michael Kors Holdings Limited (Registration No )).

6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 14, MICHAEL KORS HOLDINGS LIMITED By: /s/ Joseph B. Parsons Name: Joseph B. Parsons Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on December 14, 2011, by the following persons in the capacities indicated. Signature * Michael Kors * John D. Idol /s/ Joseph B. Parsons Joseph B. Parsons Title Honorary Chairman, Chief Creative Officer and Director Chairman, Chief Executive Officer and Director (Principal Executive Officer) Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Accounting and Financial Officer) *By: /s/ Joseph B. Parsons Name: Joseph B. Parsons Title: Attorney-in-fact * Director Silas K. F. Chou * Director Lawrence S. Stroll * Director M. William Benedetto * Director Stephen F. Reitman * Authorized Representative in the United States John D. Idol

7 Exhibit Number INDEX TO EXHIBITS Description of Exhibit 5.1 Opinion of Harney, Westwood & Riegels as to the validity of the securities being offered Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm Consent of Harney, Westwood & Riegels (included in Exhibit 5.1) Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of Michael Kors Holdings Limited (Registration No )).

8 14 December 2011 Your Ref Michael Kors Holdings Limited c/o Michael Kors Limited Unit 1001, 10/F, Miramar Tower 132 Nathan Road, Tsim Sha Tsui Hong Kong Dear Sirs Michael Kors Holdings Limited, Company No (the Company ) Exhibit 5.1 Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement (as defined below). A list of partners is available for inspection at our offices. British Virgin Islands Cayman Islands Cyprus London Hong Kong Harney Westwood & Riegels Craigmuir Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands Tel: Fax: Our Ref /TSM BY & COURIER Doc ID _2 1. We are lawyers qualified to practise in the British Virgin Islands and have been asked to advise on British Virgin Islands law in connection with the Company s ordinary shares (the Ordinary Shares ). 2. For the purpose of this opinion, we have examined the following documents and records: (a) (b) (c) (d) a Registration Statement on Form F-1 filed on 2 December 2011 by the Company with the Securities and Exchange Commission (the Commission ) under the United States Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder relating to the offer and sale of 47,955,000 Ordinary Shares; a Registration Statement on Form F-1 filed on 14 December 2011 by the Company with the Commission relating to the offer and sale of 6,325,000 Ordinary Shares of the Company, which is in addition to the 47,955,000 Ordinary Shares registered pursuant to the Registrant s Registration Statement on Form F-1 File No (the Registration Statement ); a copy of the Memorandum and Articles of Association and Certificate of Incorporation of the Company obtained from the British Virgin Islands Registry of Corporate Affairs on 14 December 2011; and information revealed by our searches of: (i) the records and information certified by Offshore Incorporations Limited, the registered agent of the Company, on 13 December 2011 of the statutory documents and records maintained by the Company at its registered office (the Registered Agent s Certificate );

9 (ii) (iii) the public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands on 14 December 2011; and the records of proceedings on file with, and available for inspection on 14 December 2011 at the High Court of Justice, British Virgin Islands, (the Searches ). 3. For the purposes of this opinion we have assumed without further enquiry: (a) (b) (c) (d) the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the authenticity of such originals, and the genuineness of all signatures and seals; the accuracy and completeness of all corporate minutes, resolutions, certificates, documents and records which we have seen, and the accuracy of any and all representations of fact expressed in or implied thereby; that there are no other resolutions, agreements, documents or arrangements which affect this opinion and the transactions contemplated thereby; and that the information indicated by the Searches is complete and remains true and correct. 4. Based on the foregoing, and subject to the qualifications expressed below, our opinion is as follows: (a) (b) Existence and Good Standing. The Company is a company duly registered with limited liability for an unlimited duration under the BVI Business Companies Act, 2004, and is validly existing and in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name. Valid Issuance of Shares. The Ordinary Shares have been duly and validly authorized by the Company and, when issued, pursuant to the Company s Memorandum and Articles of Association and the laws of the British Virgin Islands, and the consideration therefor is received, will be duly and validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of the Ordinary Shares). 5. This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. 2

10 6. We are furnishing this letter in our capacity as special British Virgin Islands counsel to the Company. This letter is not to be used, circulated or otherwise referred to for any other purpose except as set forth below. 7. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name therein. Yours faithfully /s/ Harney Westwood & Riegels HARNEY WESTWOOD & RIEGELS 3

11 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of Michael Kors Holdings Limited of our report dated September 20, 2011, except for the effects of the share split discussed in Note 1, as to which the date is November 30, 2011, relating to the consolidated financial statements, which appear in Michael Kors Holdings Limited s Registration Statement on Form F-1 (File No ). We also consent to the reference to us under the heading Experts in such Registration Statement. /s/ PricewaterhouseCoopers LLP New York, New York December 14, 2011