As filed with the Securities and Exchange Commission on January 4, 2007

October 26, 2009

RegistrationNo. 333-______

333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter)


Delaware41-1590959
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification Number)No.)

512 Seventh Avenue
New York, New York 10018
(212) 403-0500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Morris Goldfarb
Chief Executive Officer
G-III Apparel Group, Ltd.

512 Seventh Avenue
New York, New York 10018
(212) 403-0500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:


Neil Gold, Esq.Christopher T. Jensen, Esq.
Fulbright & Jaworski L.L.P.Morgan, Lewis & Bockius LLP
666 Fifth Avenue101 Park Avenue
New York, New York 10103New York, New York 10178
Telephone (212) 318-3000Telephone (212) 309-6000
Facsimile (212) 318-3400Facsimile (212) 309-6273

Neil Gold, Esq.
Manuel G.R. Rivera, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
Approximate date of commencement of proposed sale to the public:
As soon as practicableFrom time to time after the effective date of this Registration Statement becomes effective.

Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  [ ]

o

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, as amended (the ‘‘Securities Act’’“Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    [ ]

box:  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ]

o

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.  [ ]

o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  [ ]

o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  [ ]

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer þNon-accelerated filer o
(Do not check if a smaller reporting company)		Smaller reporting company o
CALCULATION OF REGISTRATION FEE


             
      Proposed Maximum
  Proposed Maximum
  Amount of
Title of Each Class of
  Amount to be
  Offering
  Aggregate
  Registration
Securities to be Registered(1)  Registered  Price per Unit  Offering Price(2)  Fee(3)
Common stock, $.01 par value            
Preferred stock, $.01 par value            
Debt securities  (4)  (4)  $300,000,000  $16,740
Warrants            
Rights            
             
 
 
Title of Each Class of Securities To Be RegisteredAmount To Be
Registered (1)		Proposed
Maximum
Offering Price
Per Share (2)		Proposed
Maximum
Aggregate
Offering Price (2)		Amount Of
Registration
Fee (3)
Common Stock, $0.01 par value per share5,175,000 shares$18.98
$98,221,500
$10,509.71
(1)Includes 675,000There are being registered under this registration statement such indeterminate number of shares of common stock that the underwriters have the optionand preferred stock, principal amount of debt securities, number of warrants to purchase common stock, preferred stock or debt securities, and number of rights to cover over-allotments, if any.purchase common stock, preferred stock or warrants as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $300,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock, principal amount of debt securities and number of warrants as may be issued upon conversion of or exchange of other classes of securities that provide for conversion or exchange. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock and preferred stock being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.
(2)Estimated solely for the purposepurposes of calculating the registration feefee. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $300,000,000.
(3)Calculated pursuant to Rule 457(c)457(o) under the Securities Act. Based on the average of the high and low sales prices of the registrant’s common stock on the Nasdaq Global Market on December 29, 2006.
(3)
(4)PursuantOmitted pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting $2,477.34General Instruction II.D. of the filing fee due in connection with the filing of this Registration Statement against the remainder of the filing fee of $4,534 paid by the registrant in connection with its Registration Statement on Form S-1 (No. 333-133906) initially filed on May 8, 2006 and withdrawn on July 12, 2006 ($2,056.66 of such $4,534 fee was previously offset in partial payment of the filing fee for the registrant’s Registration Statement on Form S-1 (No. 333-136445) filed on August 9, 2006).S-3.

The registrantRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.


This information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 4, 2007

OCTOBER 26, 2009
PROSPECTUS

4,500,000 Shares

$300,000,000
APPAREL GROUP LOGO
Common Stock

G-III Apparel Group, Ltd. is offering 1,121,000 shares of our
Preferred Stock
Debt Securities
Warrants
Rights

This prospectus relates to common stock, preferred stock, debt securities, warrants and rights that we may offer and sell from time to time in one or more offerings up to a total dollar amount of $300,000,000 on terms to be determined at the selling stockholders identifiedtime of sale. The debt securities, preferred stock and warrants may be convertible, exercisable or exchangeable for common or preferred stock or other securities of ours. We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus are offering an additional 3,379,000 shares. We willand any supplement carefully before you invest. This prospectus may not receive any of the proceeds from the sale of the shares soldbe used to offer and sell securities unless accompanied by the selling stockholders. We have granted the underwriters a 30-day option to purchase up to an additional 675,000 shares from us to cover over-allotments, if any.

prospectus supplement for those securities.

Our common stock is traded on the Nasdaq Global Select Market under the symbol ‘‘GIII.’’“GIII.”
These securities may be sold directly, on a continuous or delayed basis, by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of these securities in any applicable prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The last reportednet proceeds we expect to receive from any such sale pricewill also be included in a prospectus supplement.
Investing in our securities involves a high degree of risk. You should carefully consider the “Risk Factors” referred to on Januarypage 3 2007 was $19.43 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE ‘‘RISK FACTORS’’ BEGINNING ON PAGE 5.


of this prospectus, in any applicable prospectus supplement and the documents incorporated or deemed incorporated by reference in this prospectus before investing in our securities.
Per ShareTotal
Public offering price   $            
$
Underwriting discount   $            
$
Proceeds, before expenses, to us   $            
$
Proceeds, before expenses, to the selling stockholders   $            
$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Thomas Weisel Partners LLC

The date of this prospectus is          , 2007.2009





TABLE OF CONTENTS


 Page
Prospectus Summary1
About This Prospectus
3
About G-III Apparel Group, Ltd
3
Risk Factors
3
Forward-Looking Statements
4
Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends
5
Forward-Looking Statements
Dividend Policy
512
Use of Proceeds
512
Price Range of Common Stock
The Securities We May Offer
513
Dividend Policy
Description of Capital Stock
613
Capitalization
Description of Debt Securities
9
Description of Warrants
14
Selected Consolidated Financial Data
Description of Rights
15
Business
Plan of Distribution
1516
Management
Experts
1726
Principal and Selling Stockholders
Legal Matters
1729
Underwriting32
Legal Matters36
Experts36
Where You Can Find More Information1836
Incorporation of Certain Information byDocuments By Reference
1837
EX-4.1
EX-4.2
EX-5.1
EX-12.1
EX-23.1
EX-24.1
EX-24.2
EX-24.3
EX-24.4
EX-24.5
EX-24.6
EX-24.7
EX-24.8
EX-24.9

IMPORTANT NOTICE ABOUT THE INFORMATION
PRESENTED IN THIS PROSPECTUS
You should rely only on the information contained or incorporated by reference in this prospectus. Neither we nor the selling stockholders nor the underwritersprospectus or any applicable prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we norFor further information, see the selling stockholders nor the underwriterssection of this prospectus entitled “Where You Can Find More Information.” We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information appearing in this prospectus or any applicable prospectus supplement is accurate only as of any date other than the date on the front cover of this prospectus.prospectus or the applicable prospectus supplement, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any prospectus supplement or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since that date.such dates.


2

G-III, J.L. Colebrook, JLC, Colebrook & Co., American Classics By Colebrook, Black Rivet, ColeB Co, Siena Studio, Sports 58, Studio 512, Marvin Richards, WINLIT, LNR, La Nouvelle RenaissanceABOUT THIS PROSPECTUS and NY 10018 are our trademarks.
This prospectus also includesis part of a registration statement onForm S-3 that we filed with the registeredSecurities and unregistered trademarksExchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may sell any combination of other persons.



PROSPECTUS SUMMARY

This summary highlights certain information contained elsewherethe securities described in this prospectus but might notin one or more offerings up to a total dollar amount of $300,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain allspecific information about the securities being offered and the terms of that offering. The prospectus supplement may also add to, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” carefully before making an investment decision.

The rules of the SEC allow us to incorporate by reference information into this prospectus. This means that important information is contained in other documents that are considered to be a part of this prospectus. Additionally, information that we file later with the SEC will automatically update and supersede this information. You should read this prospectus, any prospectus supplement and the information that is important to you. For a more complete understanding of information you may consider important in making your investment decision, you should read the entire prospectus carefully, including information set forth under the heading ‘‘Risk Factors’’ and our consolidated financial statements and the related notesincorporated or deemed incorporated by reference in this prospectus.

See “Incorporation by Reference.” The registration statement, including the exhibits and the documents incorporated or deemed incorporated in this prospectus can be read on the SEC website or at the SEC offices mentioned under the heading “Where You Can Find Additional Information.”

This prospectus may not be used to sell any securities unless accompanied by a prospectus supplement.
In this prospectus, ‘‘G-III,’’ ‘‘we,’’ ‘‘us,’’“G-III,” “we,” “us,” and ‘‘our’’“our” refer to G-III Apparel Group, Ltd., a Delaware corporation, together with its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year. For example, our fiscal year ended January 31, 20062009 is referred to as ‘‘fiscal 2006’’“fiscal 2009”.

Our Company

ABOUT G-III APPAREL GROUP, LTD.
G-III is a leading designer, manufacturer and marketerdistributor of outerwear, dresses, sportswear and sportswearwomen’s suits under licensed brands, our own proprietary brands and private retail labels. We sell an extensive range of outerwear and sportswear, including coats, jackets and pants, as well as women’s suits and dresses. We provide high quality apparel under recognized brands to retailers such as Macy’s, Nordstrom and Saks. We distribute our products through a diverse mix and a large number of retailers at a variety of price points.

Licensed brands have been an important part of our strategy for over 10 years. We currently havelabel brands. G-III has fashion licenses to produce branded fashion apparel including, among others, under the Calvin Klein, Sean John, Kenneth Cole, Cole Haan, Guess?, Jones New York, Jessica Simpson, Nine West, Ellen Tracy, IZOD and Tommy Hilfiger, labels. We also haveEnyce, Levi’s and Dockers brands and sports licenses to produce branded sports apparel containing trademarks ofwith the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Louisville Slugger, World Poker TourTouch by Alyssa Milano and overmore than 100 U.S. colleges and universities.

We also work G-III sells outerwear and handbags under our own Andrew Marc and Marc New York brands and has licensed these brands for women’s footwear, men’s accessories, women’s handbags and men’s cold weather accessories. Our other owned brands include Marvin Richards,G-III, Jessica Howard, Eliza J., Black Rivet, Siena Studio, Tannery West, G-III by Carl Banks and Winlit.G-III works with leadinga diversified group of retailers such as Federated, Wal-Mart, JC Penney and Kohl’s, in developing product lines to be sold under their own proprietary private labels. We produce apparel under our own proprietary brands, including Marvin Richards, G-III Black Rivet, Siena Studio, Colebrook, G-III by Carl Banks, Winlit, NY 10018 and La Nouvelle Renaissance.

In July 2005, we significantly expanded our business when we acquired Marvin Richards and the operating assetsalso operates 121 retail stores, of Winlit Group, Ltd. As a result of the Marvin Richards acquisition, we added licenses for men’s and women’s outerwearwhich 118 are outlet stores operated under the Calvin Klein brand, as well as Marvin Richards’ own proprietary labels. As a result of acquiring Winlit’s assets, we added licenses for men’s and women’s outerwear under the Guess? brand, leather outerwear under the Tommy Hilfiger brand and women’s outerwear under the Ellen Tracy brand. We also acquired Winlit’s own proprietary labels. In addition, we added significant management, merchandising, manufacturing and design expertise as a result of these acquisitions.

Recent Initiatives

In addition to the licenses we added as a result of the two acquisitions we made, during the past year we have undertaken several new initiatives, each of which we believe has significant revenue potential:

• We expanded our relationship with Calvin Klein, one of the most recognized fashion brands in the United States, in August 2005 to include a license for women’s suits. We began to ship this line to department and specialty stores in January 2006 and had product in over 400 doors by fall 2006.
• In March 2006, we announced that we would be designing and producing for Wal-Mart a new urban young men’s and boy’s branded sportswear line, under its Exsto label. We began shipping Exsto product during July 2006 and were shipping to over 500 Wal-Mart locations by fall 2006.
Wilsons Leather name.

• We further expanded our relationship with Calvin Klein in April 2006 to include a license for women’s dresses and began shipping this line to department and specialty stores in October 2006.
• We expanded our relationship with Sean John to include a license for women’s sportswear. We expect to launch this line in department stores and urban specialty stores for fall 2007.

Competitive Strengths

We intend to capitalize on the following competitive strengths:

Broad portfolio of recognized brands.    Over the past 10 years, we have built a broad and deep portfolio of over 25 licensed and proprietary brands. We believe we are a licensee of choice for well-known brands that have built a loyal following of both fashion-conscious consumers and retailers who desire high quality, well-designed apparel. Our experience in developing our licensed brands and our own proprietary labels, as well as our reputation for producing high quality, well-designed apparel, has led major department stores and retailers, including Federated, Wal-Mart, JC Penney and Kohl’s, to select us as a designer and manufacturer for their private label programs.

Diversified distribution base.    We market our products at multiple price points and across multiple channels of distribution. Our products are sold to approximately 2,500 customers, including department and specialty stores such as Macy’s, Nordstrom and Saks, mid-tier and mass merchants such as Wal-Mart, JC Penney, Target and Kohl’s, and membership clubs such as Costco and Sam’s Club.

Superior design, sourcing and quality control.    Our designers work closely with our licensors and private label customers to create designs and styles that represent the look they want. We believe that our creative design team and our sourcing expertise give us an advantage in product development. We believe we have developed a significant customer following and positive reputation in the industry as a result of our design capabilities, sourcing expertise, on-time delivery and high standards of quality control.

Leadership position in the outerwear wholesale business.    As one of the largest outerwear wholesalers, we are widely recognized within the apparel industry for our quality, well-designed products. Our expertise and reputation in designing, manufacturing and marketing outerwear have enabled us to build strong customer relationships and to expand into women’s suits, dresses and other product categories.

Experienced management team.    Our executive management team has extensive experience in the apparel industry. Morris Goldfarb, our Chairman and Chief Executive Officer, has been with us for 35 years. In 2005, we added significant management, merchandising, manufacturing and design expertise as a result of our acquisition of the Marvin Richards and Winlit businesses. The experience, expertise and depth of our management team have enabled us to implement new initiatives in new product categories with existing licensees, such as Calvin Klein and Sean John, and private label customers, such as Wal-Mart.

Growth Strategy

Our goal is to build an all-season diversified apparel company with a broad portfolio of brands that we offer in multiple channels of retail distribution through the following growth strategies:

Execute new initiatives.    We are continually seeking opportunities to produce products for all seasons as we attempt to reduce our dependency on our third fiscal quarter for the majority of our net sales and substantially all of our net income. During the past year, we have initiated several product diversification efforts, each of which we believe has significant revenue potential.

Continue to grow our outerwear business.    We have been a leader in the outerwear business for many years and believe there is significant growth potential for us within this category. For example, we believe that the strong brand awareness of Calvin Klein, our addition of women’s outerwear for Sean


John, and new private label programs, such as for the Candie’s brand distributed by Kohl’s, will provide us with increased outerwear business.

Extend our new product categories to additional brands.    We have been able to leverage our expertise and experience in the outerwear business to expand our licenses to new product categories such as women’s suits, dresses and sportswear. We will attempt to expand our distribution of products in these categories under other licensed brands, private label brands and our own brands.

Seek attractive acquisitions.    We plan to pursue acquisitions of complementary product lines and businesses. Our acquisitions of the Marvin Richards and Winlit businesses increased our portfolio of licensed brands, added additional retail customers and allowed us to realize economies of scale.

The Offering

Common stock offered by us1,121,000 shares
Common stock offered by the selling
    stockholders		3,379,000 shares
Common stock to be outstanding after
    this offering		15,372,200 shares
Use of proceedsWe intend to use the net proceeds of this offering for general corporate purposes to support the growth of our business. We will not receive any proceeds from the sale of stock offered by the selling stockholders.
Nasdaq Global Market symbolGIII

The number of shares of common stock that will be outstanding after this offering is based on 14,138,700 shares of common stock outstanding as of December 15, 2006 and excludes:

• an aggregate of 1,324,443 shares of common stock issuable upon exercise of options outstanding as of December 15, 2006 at a weighted average exercise price of $4.73 per share;
• an aggregate of 375,000 shares of common stock issuable upon exercise of warrants outstanding as of December 15, 2006 at an exercise price of $11.00 per share;
• an aggregate of 944,469 shares of common stock reserved for future grants under our option plans; and
• an aggregate of 367,225 shares held in treasury.

All share and per share information in this prospectus has been adjusted to reflect a three-for-two split of our common stock effective March 28, 2006.

Unless otherwise indicated, the information contained in this prospectus assumes no exercise of outstanding options or warrants and no exercise of the underwriters’ over-allotment option to purchase up to an additional 675,000 shares from us.

Corporate Information

We are a Delaware corporation that was formed in 1989. We and our predecessors have conducted our business since 1974. Our executive offices are located at 512 Seventh Avenue, New York, NY 10019New York 10018 and our telephone number is(212) 403-0500. Our website ishttp://www.g-iii.com. The information on our website is not a part of this prospectus.


Summary Consolidated Financial Data
(In thousands, except per share data)

The following table summarizes

RISK FACTORS
Investing in our consolidated financial data forsecurities involves significant risks. Please see the periods presented. You should readrisk factors under the dataheading “Risk Factors” in conjunction with the information under ‘‘Selected Consolidated Financial Data’’ and our consolidated financial statements and related notes incorporated by reference in this prospectus.

Our results of operationsmost recent Annual Report onForm 10-K for the year ended January 31, 2006 include2009, which is on file with the results of our Marvin RichardsSEC and Winlit divisions from July 11, 2005, the date we acquired the stock of Marvin Richards and certain assets from Winlit. Our results for fiscal 2006 exclude the seasonal losses that were incurred by the acquired companies in the first half of fiscal 2006. Results for fiscal 2007 include the operations of the acquired companies for the entire period, as well as interest expense and depreciation and amortization expense relating to the acquisitions for the entire period.

The summary consolidated income statement data for the nine months ended October 31, 2005 and 2006 and the summary consolidated balance sheet data as of October 31, 2006 set forth below are derived from our unaudited consolidated financial statements. In the opinion of our management, all known adjustments necessary for a fair presentation of the results for the nine months ended October 31, 2005 and 2006 have been made. The financial data for the nine months ended October 31, 2005 and 2006 include all normal recurring adjustments which in the opinion of our management are necessary for these periods. Our results of operations for the nine months ended October 31, 2006 are not necessarily indicative of the results that may be expected for the entire year or for any future period.


 Year Ended January 31,Nine Months Ended
October 31,
 20042005200620052006
Consolidated Income Statement Data: 
 
 
 
 
Net sales$225,061
$214,278
$324,072
$254,941
$328,175
Gross profit62,832
52,744
84,846
68,782
89,856
Operating profit14,793
3,066
16,958
19,742
25,089
Net income$8,376
$703
$7,092
$9,843
$12,671
Diluted earnings per share$0.76
$0.06
$0.58
$0.82
$0.93
Weighted average shares outstanding – diluted11,022
11,292
12,236
11,993
13,630

The following table summarizes our consolidated balance sheet data at October 31, 2006 on an actual basis, and as adjusted to reflect our sale of the 1,121,000 shares offered by us at an assumed public offering price of $19.43 per share, after deducting the underwriting discount and estimated offering expenses payable by us.


 As of
October 31, 2006
 ActualAs Adjusted
Consolidated Balance Sheet Data: 
 
Working capital$86,704
$106,896
Total assets298,120
318,312
Short-term debt106,691
106,691
Long-term debt, excluding current portion16,800
16,800
Total stockholders’ equity110,789
130,981

 RISK FACTORS 

An investment in our common stock involves various risks. Before making an investment in our common stock, you should carefully consider the following risks, as well as the other information contained oris incorporated by reference in this prospectus, including our consolidated financial statements and in the related notes.documents and reports that we file with the SEC after the date of this prospectus that are incorporated by reference into this prospectus, as well as any risks described in any applicable prospectus supplement. Before making an investment decision,


3

you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any prospectus supplement. The risks and uncertainties we have described below are those which we believe arenot the material risks we face. Any of the risk factors described below or additionalonly ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial could have a material adverse effect onmay also affect our business financial condition and results of operations. As a result, the trading price of our common stock could decline and you may lose some or all of your investment.

Risk Factors Relating to Our Operations

The failure to maintain our licensing agreements could cause us to lose significant revenues and have a material adverse effect on our results of operations.

We are dependent on sales of licensed product for a substantial portion of our revenues. In fiscal 2006, revenues from the sale of licensed product accounted for 60.8% of our net sales compared to 63.6% of our net sales in fiscal 2005 and 76.3% of our net sales in fiscal 2004. For the nine months ended October 31, 2006, revenues from the sale of licensed product accounted for 60.2% of our net sales compared to 57.3% of our net sales in the comparable period in the prior year.

We are generally required to achieve specified minimum net sales, make specified royalty and advertising payments and receive prior approval of the licensor as to all design and other elements of a garment prior to production. License agreements also may restrict our ability to enter into other license agreements for competing products. If we do not satisfy any of these requirements, a licensor usually will have the right to terminate our license. Even if a licensor does not terminate our license, the failure to achieve net sales sufficient to cover our required minimum royalty payments could have a material adverse effect on our results of operations. If a license contains a renewal provision, there are usually minimum sales and other conditions that must be met in order to be able to renew a license. Even if we comply with all the terms of a licensing agreement, we cannot be sure that we will be able to renew an agreement when it expires even if we desire to do so. The failure to maintain our license agreements could cause us to lose significant revenue and have a material adverse effect on our results of operations.

Our success is dependent on the strategies and reputation of our licensors.

Our business strategy is to offer our products on a multiple brand, multiple channel and multiple price point basis. As a part of this strategy, we license the names and brands of numerous recognized companies, designers and celebrities. In entering into these license agreements, we plan our products to be targeted towards different market segments based on consumer demographics, design, suggested pricing and channel of distribution. If any of our licensors decides to ‘‘reposition’’ its products under the brands we license from them, introduce similar products under similar brand names or otherwise change the parameters of design, pricing, distribution, target market or competitive set, we could experience a significant downturn in that brand’s business, adversely affecting our sales and profitability. In addition, as products may be personally associated with designers or celebrities, our sales of those products could be materially and adversely affected if any of those individuals’ images, reputations or popularity were to be negatively impacted.

If we are unable to successfully translate market trends into attractive product offerings, our sales and profitability could suffer.

Our ability to successfully compete depends on a number of factors, including our ability to effectively anticipate, gauge and respond to changing consumer demands and tastes across multiple product lines and tiers of distribution. We are required to translate market trends into attractive product offerings and operate within substantial production and delivery constraints. We cannot be sure we will


continue to be successful in this regard. For example, a key part of our success in fiscal 2004 was a result of increased sales of fashion sports apparel. This trend did not continue in fiscal 2005 and, as a result, our results of operations were materially adversely affected. We need to anticipate and respond to changing trends quickly, efficiently and effectively in order to be successful.

Expansion of our product offerings involves significant costs and uncertainty and could adversely affect our results of operations.

An important part of our strategy is to expand the types of products we offer. For example, in the past year we have added licenses for new lines of women’s suits, sportswear and dresses. We have limited prior experience designing, manufacturing and marketing these types of products. We intend to continue to add additional product lines in the future. As is typical with new products, demand and market acceptance for any new products we introduce will be subject to uncertainty. Designing, producing and marketing new products require substantial expenditures. We cannot be certain that our efforts and expenditures will successfully generate sufficient sales or that sales that are generated will be sufficient to cover our expenditures.

If our customers change their buying patterns, request additional allowances or develop their own private label brands, our sales to these customers could be materially adversely affected.

Our customers’ buying patterns, as well as the need to provide additional allowances to vendors, could have a material adverse effect on our business, results of operations and financial condition. Customers’ strategic initiatives, including developing their own private labels brands and reducing the number of vendors they purchase from, could also impact our sales to these customers.

We have significant customer concentration, and the loss of one of our large customers could adversely affect our business.

Our 10 largest customers accounted for approximately 60.7% of our net sales in fiscal 2006 compared to 52.6% of our net sales in fiscal 2005, with our two largest customers accounting for 19.0% and 13.2% of our net sales in fiscal 2006. For the nine months ended October 31, 2006, our 10 largest customers accounted for approximately 73.9% of our net sales, with our two largest customers accounting for 23.8% and 14.6% of our net sales during that period. Consolidation in the retail industry, such as the combination of the Federated and May department store chains, has increased the concentration of our sales to our largest customers. We do not have long-term contracts with any customers, and sales to customers generally occur on an order-by-order basis that may be subject to cancellation or rescheduling by the customer. A decision by our major customers to decrease the amount of merchandise purchased from us, to increase the use of their own private label brands or to change the manner of doing business with us could reduce our revenues and materially adversely affect our results of operations.

If we miscalculate the market for our products, we may end up with significant excess inventories for some products and missed opportunities for others.

We often produce garments to hold in inventory in order to meet our customers’ delivery requirements and to be able to quickly fulfill reorders. If we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities for others. In addition, weak sales and resulting markdown requests from customers could have a material adverse effect on our results of operations.

We are dependent upon foreign manufacturers.

We do not own or operate any manufacturing facilities. Almost all of our products are imported from independent foreign manufacturers. The failure of these manufacturers to ship products to us in a timely manner or to meet required quality standards could cause us to miss the delivery date requirements of our customers. The failure to make timely deliveries could cause customers to cancel


orders, refuse to accept delivery of products or demand reduced prices, any of which could have a material adverse effect on our business. We do not have long-term written agreements with any of our manufacturers. As a result, any of these manufacturers may unilaterally terminate its relationship with us at any time.

We are also dependent on these manufacturers for compliance with our policies and the policies of our licensors and customers regarding labor practices employed by factories that manufacture product for us. Any failure by these manufacturers to comply with required labor standards or any other divergence in their labor or other practices from those generally considered ethical in the United States, and the potential negative publicity relating to any of these events, could result in a violation by us of our license agreements and harm us and our reputation.

We are subject to the risks of doing business abroad.

Our arrangements with foreign manufacturers are subject to the usual risks of doing business abroad, including currency fluctuations, political or labor instability and potential import restrictions, duties and tariffs. We do not maintain insurance for the potential lost profits due to disruptions of our overseas factories. Because our products are produced abroad, political or economic instability in China or elsewhere could cause substantial disruption in the business of our foreign manufacturers. This could materially adversely affect our financial condition and results of operations. There have been threats of anti-dumping cases with respect to apparel sourced from several countries, including Vietnam and China. Heightened terrorism security concerns could subject imported goods to additional, more frequent or more thorough inspections. This could delay deliveries or increase costs, which could adversely impact our results of operations. In addition, since we negotiate our purchase orders with foreign manufacturers in United States dollars, the value of the United States dollar against local currencies could impact our cost in dollars of production from these manufacturers. We are not currently engaged in any hedging activities to protect against these currency risks. If there is downward pressure on the value of the dollar, our purchase prices for our products could increase. We may not be able to offset an increase in product costs with a price increase to our customers.

Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet our customers’ demands.

Fluctuations in the price, availability and quality of the leather, wool and other materials used in our products could have a material adverse effect on our cost of sales or our ability to meet our customers’ demands. We compete with numerous entities for supplies of materials and manufacturing capacity. The supply and price of leather are vulnerable to animal diseases as well as natural disasters that can affect the supply and price of raw leather. For example, in the past, the outbreak of mad-cow and foot-and-mouth disease in Europe, and its aftereffects, adversely affected the supply of leather. Any recurrence of these diseases could adversely affect us. The prices for wool and other fabrics used in our products depend largely on the market prices for the raw materials used to produce them, such as raw wool or cotton. We may not be able to pass on all or any portion of higher material prices to our customers.

If we lose the services of our key personnel, our business will be harmed.

Our future success depends on Morris Goldfarb, our Chairman and Chief Executive Officer, and other key personnel. The loss of the services of Mr. Goldfarb and any negative market or industry perception arising from the loss of his services could have a material adverse effect on us and the price of our shares. Our other executive officers have substantial experience and expertise in our business and have made significant contributions to our success. The unexpected loss of services of one or more of these individuals could also adversely affect us.


We have expanded our business through acquisitions that could result in diversion of resources, an inability to integrate acquired operations and extra expenses. This could disrupt our business and adversely affect our financial condition.

Part of our growth strategy is to pursue acquisitions. For example, in July 2005, we acquired Marvin Richards and the operating assets of Winlit. The negotiation of potential acquisitions as well as the integration of acquired businesses could divert our management’s time and resources. Acquired businesses may not be successfully integrated with our operations. We may not realize the intended benefits of any acquisition.

Acquisitions could also result in:

• substantial cash expenditures;
• potentially dilutive issuances of equity securities;
• the incurrence of debt and contingent liabilities;
• a decrease in our profit margins; and
• amortization of intangibles and potential impairment of goodwill.

If acquisitions disrupt our operations, our business may suffer.

We may need additional financing to continue to grow.

The continued growth of our business depends on our access to sufficient funds to support our growth. Our primary source of working capital to support our growth is our line of credit and related term loan entered into in July 2005. Our need for working capital and the amount of our debt increased as a result of our two acquisitions in July 2005. In December 2005, we began to make quarterly payments under our term loan of $1,650,000. A final payment under the term loan of $11,850,000 is due in July 2008. Our growth is dependent on our ability to extend and increase the line of credit and may be dependent on our ability to refinance the term loan if we do not generate sufficient cash to make the payments due under the term loan. If we are unable to refinance our debt, we cannot be sure we will be able to secure alternative financing on satisfactory terms or at all.

We are dependent on sales during the July through November period each year for the substantial majority of our net sales and net income, and our results of operations may suffer in the event that the weather is unusually warm during the peak outerwear selling season.

Retail sales of outerwear have traditionally been seasonal in nature. As a result, we are dependent on our sales from July through November each year for the substantial majority of our net sales and net income. Net sales in the months of July through November accounted for approximately 82% of our net sales in fiscal 2006, 74% of our net sales in fiscal 2005 and 75% of our net sales in fiscal 2004. Any difficulties we may encounter during this period as a result of weather or disruption of manufacturing or transportation of our products will have a magnified effect on our net sales and net income for the year. In addition, because of the large amount of outerwear we sell, unusually warm weather conditions during the peak fall outerwear selling season could have a material adverse effect on our results of operations. The July through November time frame is expected to continue to provide a disproportionate amount of our net sales and net income for the foreseeable future.

Risk Factors Relating to the Apparel Industry

The competitive nature of the apparel industry may result in lower prices for our products and decreased gross profit margins.

The apparel business is highly competitive. We have numerous competitors with respect to the sale of apparel, including distributors that import apparel from abroad and domestic retailers with established foreign manufacturing capabilities. Many of our competitors have greater financial and marketing


resources and greater manufacturing capacity than we do. We also compete with vertically integrated apparel manufacturers that also own retail stores. The general availability of contract manufacturing capacity also allows ease of access by new market entrants. The competitive nature of the apparel industry may result in lower prices for our products and decreased gross profit margins, either of which may materially adversely affect our sales and profitability. Sales of our products are affected by style, price, quality, brand reputation and general fashion trends.

If major department, mass merchant and specialty store chains continue to consolidate, our business could be negatively affected.

We sell our products to major department, mass merchant and specialty store chains. Continued consolidation in the retail industry, such as the purchase of May Department Store Company by Federated Department Stores, Inc., could negatively impact our business. Consolidation could reduce the number of our customers and potential customers. With increased consolidation in the retail industry, we are increasingly dependent on retailers whose bargaining strength may increase and whose share of our business may grow. As a result, we may face greater pressure from these customers to provide more favorable terms. If purchasing decisions become more centralized, the risks from consolidation increases. Customers may also concentrate purchases among a narrowing group of vendors. This could adversely affect our business.

The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer spending could have a materially adverse effect on our results of operations.

The apparel industry is cyclical. Purchases of outerwear, sportswear and other apparel tend to decline during recessionary periods and may decline for a variety of other reasons, including changes in fashion trends and the introduction of new products or pricing changes by our competitors. Uncertainties regarding future economic prospects could affect consumer-spending habits and have an adverse effect on our results of operations. Uncertainty with respect to consumer spending as a result of weak economic conditions has in the past caused our customers to delay the placing of initial orders and to slow the pace of reorders during the seasonal peak of our business. Weak economic conditions have had a material adverse effect on our results of operations at times in the past and could have a material adverse effect on our results of operations in the future as well.

The significant increase in fuel prices could adversely affect our results of operations.

Fuel prices have increased significantly during the past year, most recently as a result of Hurricane Katrina and tensions in the Middle East. Increased gasoline prices could adversely affect consumer spending, including discretionary spending on apparel. In addition, higher fuel prices could cause our operating expenses to increase, especially with respect to warehousing and freight. Any significant decrease in sales or increase in expenses as a result of higher fuel prices could adversely affect our results of operations.

If new legislation restricting the importation or increasing the cost of textiles and apparel produced abroad is enacted, our business could be adversely affected.

Legislation that would restrict the importation or increase the cost of textiles and apparel produced abroad has been periodically introduced in Congress. The enactment of new legislation or international trade regulation, or executive action affecting international textile or trade agreements, could adversely affect our business. International trade agreements that can provide for tariffs and/or quotas can increase the cost and limit the amount of product that can be imported.

The quota system established by the World Trade Organization was eliminated on December 31, 2004. We cannot be certain of the full impact that this elimination will have on international trade in general and the apparel industry in particular. We also cannot be certain of the impact of quota elimination on our business, including increased competition that could result from the importation of an increasing amount of lower priced apparel into the United States. Notwithstanding quota elimination, China’s accession agreement for membership in the WTO provides that WTO


member countries, including the United States, may re-impose safeguard quotas on specific products. In May 2005, the United States imposed unilateral quotas on several product categories, limiting growth in imports of these categories to 7.5% a year. The safeguard quotas in several categories have been extended by the United States government and will likely continue through 2008. These limitations apply to a limited number of products imported by us from China. We are unable to assess the potential for additional action by the United States government with respect to these or other product categories in the event that the quantity of imported apparel significantly disrupts the apparel market in the United States. Additional action by the United States in response to a disruption in its apparel markets could limit our ability to import apparel and increase our costs.

Risks Relating to this Offering and Ownership of Our Common Stock

Two persons may be in a position to control matters requiring a stockholder vote.

Morris Goldfarb, our Chairman and Chief Executive Officer, and his father, Aron Goldfarb, our founder and former director, will beneficially own approximately 23.9% of our common stock after completion of this offering (22.9% if the over-allotment option is exercised in full). As a result, if they vote together, they may have the ability to control the outcome on matters requiring stockholder approval including, but not limited to, the election of directors and any merger, consolidation or sale of all or substantially all of our assets. They also may have the ability to control our management and affairs.

The price of our common stock has fluctuated significantly and could continue to fluctuate significantly.

Between February 1, 2004 and January 3, 2007, the market price of our common stock has ranged from a low of $3.79 to a high of $22.50 per share. The market price of our common stock may change significantly in response to various factors and events beyond our control, including:

• fluctuations in our quarterly revenues or those of our competitors as a result of seasonality or other factors;
• a shortfall in revenues or net income from that expected by securities analysts and investors;
• changes in securities analysts’ estimates of our financial performance or the financial performance of our competitors or companies in our industry generally;
• announcements concerning our competitors;
• changes in product pricing policies by our competitors or our customers;
• general conditions in our industry; and
• general conditions in the securities markets.

Future sales of our common stock, including the shares purchased in this offering, may depress our stock price.

Sales of a substantial number of shares of our common stock in the public market by our stockholders after this offering, sales of our common stock by our management or the perception that such sales are likely to occur could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. Upon completion of this offering, we will have outstanding 15,372,200 shares of common stock. Of these shares:

• 10,499,567 shares generally will be freely tradable in the public market, including all of the 4,500,000 shares offered under this prospectus;
• approximately 4,872,633 additional shares may be sold after the expiration of the 90-day lock-up agreements entered into by our officers, directors and the selling stockholders in this offering, subject to compliance with the volume limitations and other restrictions of Rule 144;
• 1,324,443 additional shares will be eligible for issuance pursuant to options presently outstanding under our existing stock option plans; and

• 375,000 additional shares will be eligible for issuance pursuant to warrants presently outstanding and exercisable at an exercise price of $11.00 per share.

We may issue shares of our common stock from time to time as consideration for or to finance future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares of our common stock, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those shares of our common stock or other securities in connection with any such acquisition or investment.

The failure to comply with the internal control evaluation and certification requirements of Section 404 of Sarbanes-Oxley Act could harm our operations and our ability to comply with our periodic reporting obligations.

We will be required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 by the end of our fiscal year ending January 31, 2008. We have begun the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404. This process may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and reevaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire additional qualified personnel in order for us to be compliant with Section 404. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors, which could adversely affect our ability to comply with our periodic reporting obligations under the Securities and Exchange Act of 1934, as amended, and the rules of the Nasdaq Global Market.


FORWARD-LOOKING STATEMENTS

Statements in this prospectus (including the documents incorporated by reference in this prospectus)reference) concerning our business outlook or future performance;economic performance, anticipated revenues, expenses or other financial items;items, product introductions and plans and objectives related thereto;thereto, and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are ‘‘forward-looking statements’’“forward-looking statements” as that term is defined under U.S. federalthe Federal securities laws. We generally use words such as ‘‘believe,’’ ‘‘may,’’ ‘‘could,’’ ‘‘will,’’ ‘‘intend,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘anticipate,’’ ‘‘plan,’’ and similar expressions to identify forward-looking statements. Forward-looking statements are subject to various risks, uncertainties and other factors thatwhich could cause actual results to differ materially from those stated in such statements. TheseSuch risks, uncertainties and factors include, but are not limited to:
• dependence on licensed product;
• reliance on foreign manufacturers;
• risks of doing business abroad;
• the current economic and credit crisis;
• the nature of the apparel industry, including changing consumer demand and tastes;
• seasonality;
• risks of operating a retail business;
• customer acceptance of new products;
• the impact of competitive products and pricing;
• dependence on existing management;
• possible disruption as a result of acquisitions;
• general economic conditions; and
• other risks detailed in our filings with the SEC.
We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on licensed products, reliance on foreign manufacturers,our forward-looking statements. There are a number of important factors that could cause our actual results to differ materially from those indicated by these forward-looking statements. These important factors include the nature offactors that we identify in the apparel industry, including changing customer demand and tastes, seasonality, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible disruption from acquisitions, general economic conditions,documents we incorporate by reference in this prospectus, as well as other risks detailedinformation we include or incorporate by reference in our filings with the Securitiesthis prospectus and Exchange Commission. Although we believe the expectations reflectedany prospectus supplement. See “Risk Factors.” You should read these factors and other cautionary statements made in this prospectus and any accompanying prospectus supplement, and in the documents we incorporate by reference, as being applicable to all related forward-looking statements are reasonable,wherever they relate only to events as ofappear in the date on whichprospectus and any accompanying prospectus supplement, and in the statements are made, and we cannot assure you that our future results, levels of activity, performance or achievements will meet these expectations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.documents incorporated by reference. We do not intendassume any obligation to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results or to changes in our expectations,made by us, except as required by law.


4

RATIOS OF EARNINGS TO FIXED CHARGES
AND RATIOS OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratio of earnings to fixed charges for each of the last five fiscal years and for the six months ended July 31, 2009. In calculating these ratios, earnings include pre-tax income or loss from continuing operations plus fixed charges. Fixed charges include interest expensed and estimated interest within rental expense. We have never issued shares of preferred stock and, accordingly, have not paid any dividends on shares of preferred stock during the periods indicated, therefore the ratio of earnings to fixed charges and preferred stock dividends are identical to the ratios presented below for all such periods.
                         
    Six Months
  Fiscal Year Ended January 31, Ended
  2005 2006 2007 2008 2009 July 31, 2009
 
Ratio of Earnings to Fixed Charges  1.9   3.1   3.5   6.0   (1)  (1)
(1)Earnings were insufficient to cover fixed charges by $9.4 million for the year ended January 31, 2009 and $16.5 million for the six month period ended July 31, 2009. Pre-tax loss for the year ended January 31, 2009 includes non-cash impairment charges of $33.5 million.
DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to compliance with covenants under any existing financing agreements, which may restrict or limit our ability to declare or pay dividends, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. We issued a stock dividend in connection with our3-for-2 stock split, which was effected in the form of a common stock dividend effective on March 28, 2006.
USE OF PROCEEDS

We estimate thatcurrently intend to use the net proceeds from our sale of 1,121,000 shares of common stock in this offering will be approximately $20.2 million ($32.7 million if the over-allotment option is exercised in full), based upon an assumed offering price of $19.43 per share and after deducting the underwriting discount and estimated offering expenses payable by us. We will not receive anynet proceeds from the sale of common stock being offered bythese securities for working capital and other general corporate purposes. Working capital and other general corporate purposes may include repaying debt, making capital expenditures, funding general and administrative expenses and any other purpose that we may specify in any prospectus supplement. We have not yet determined the selling stockholders.

We expectamount of net proceeds to usebe used specifically for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds for general corporate purposesfrom the sale of securities sold pursuant to supportthis prospectus and the growth of our business. The net proceeds may also be used to acquire complementary product lines or businesses. Although we regularly investigate possible acquisitions, we have no existing commitments or agreements with respect toapplicable prospectus supplement. Pending any particular acquisition.

Until we use, the net proceeds of this offering for theas described above, intended purposes, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities. Our plans to use the estimated net proceeds from the sale of these securities may change, and if they do, we will update this information in a prospectus supplement.

THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed.


5

We may sell from time to time, in one or more offerings:
• common stock;
• preferred stock;
• debt securities;
• warrants to purchase common stock, preferred stock or debt securities; or
• rights to purchase common stock, preferred stock or warrants.
In this prospectus, we refer to the common stock, preferred stock, debt securities, warrants and rights collectively as “securities.” The total dollar amount of all securities that we may issue will not exceed $300,000,000.
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock
Our certificate of incorporation authorizes the issuance of 41,000,000 shares of all classes of stock, consisting of 40,000,000 shares of common stock, $.01 par value per share, and 1,000,000 shares of preferred stock, $.01 par value per share. The preferred stock may be issued in one or more series with such terms as the board of directors may determine. On March 28, 2006, we effected athree-for-two stock split of our common stock, which was effected in the form of a stock dividend. As of October 22, 2009, we had 16,862,069 shares of outstanding common stock held by 47 holders of record.
We do not have any shares of preferred stock outstanding.
Common Stock
Holders of our common stock are entitled to one vote for each share held by them on all matters on which stockholders are entitled to vote, including the election of directors, and do not have cumulative voting rights. Subject to any preferential rights of any then outstanding preferred stock, holders of our common stock are entitled to receive, as, when and if declared by our board of directors from time to time, such dividends and other distributions in cash, stock or property from our assets or funds legally available for such purposes. In the event of any distribution of capital assets orwinding-up of our company, whether voluntary or involuntary, holders of our common stock are entitled to receive pro rata the assets remaining after creditors have been paid in short-term, investment grade securities.full. There are no preemptive, subscription or conversion rights applicable to our common stock. The outstanding shares of our common stock are duly authorized, validly issued, and fully paid.
Preferred Stock
Our board of directors has the authority, without stockholder approval, to issue up to 1,000,000 shares of preferred stock in one or more series. Our board also has the authority to fix the designations, powers, preferences, privileges and relative, participating, optional or special rights and the qualifications, limitations or restrictions of any series of preferred stock issued, including dividend rights, conversion rights, voting rights, or other rights, any or all of which may be greater than the rights of the common stock. Preferred stock could be issued with terms that could delay or prevent a change in control of our company or make removal of management more difficult. In addition, the issuance of preferred stock may decrease the market price of the common stock and may adversely affect the voting and other rights of the holders of common stock.


6


PRICE RANGE OF COMMON STOCK

If we decide to issue any preferred stock pursuant to this prospectus, we will describe in a prospectus supplement the terms of the preferred stock, including, if applicable, the following:
• the title of the series and stated value;
• the number of shares of the series of preferred stock offered, the liquidation preference per share, if applicable, and the offering price;
• the applicable dividend rate(s) or amount(s), period(s) and payment date(s) or method(s) of calculation thereof;
• the date from which dividends on the preferred stock will accumulate, if applicable;
• any procedures for auction and remarketing;
• any provisions for a sinking fund;
• any applicable provision for redemption and the price or prices, terms and conditions on which preferred stock may be redeemed;
• any securities exchange listing;
• any voting rights and powers;
• the terms and conditions, if applicable, of conversion into shares of our common stock, including the conversion price or rate or manner of calculation thereof;
• a discussion of any material U.S. federal income tax considerations;
• the relative ranking and preference as to dividend rights and rights upon our liquidation, dissolution or the winding up of our affairs;
• any limitations on issuance of any series of preferred stock ranking senior to or on a parity with such series of preferred stock as to dividend rights and rights upon our liquidation, dissolution or the winding up of our affairs; and
• any other specific terms, preferences, rights, limitations or restrictions of such series of preferred stock.
Anti-Takeover Effects Of Certain Provisions Of Our Certificate Of Incorporation
Our certificate of incorporation contains provisions that could make it more difficult to acquire control of our company. A description of these provisions is set forth below.
Authorized but Unissued Shares of Common Stock and Preferred Stock.  The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, unless such approval is required by applicable law or the rules of any stock exchange on which our securities may be listed. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could impede the completion of a merger, tender offer or other takeover attempt that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then prevailing market price of the stock.
Special Stockholder Meetings.  Our bylaws provide that special meetings of the stockholders for any purpose or purposes, unless required by law, may be called by the president or secretary and shall be called by the chairman, president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of our entire capital stock issued and outstanding and entitled to vote.
Advanced Notice Procedure.  Our bylaws provide an advance notice procedure for special stockholder meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called must be given not less than ten nor more than sixty days before


7

the date of the meeting, to each stockholder entitled to vote at such meeting. These advance notice provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of us.
Anti-Takeover Provisions Of Delaware Law
A number of provisions under Delaware law may make it more difficult to acquire control of us. These provisions could deprive the stockholders of opportunities to realize a premium on the shares of common stock owned by them. In addition, these provisions may adversely affect the prevailing market price of the common stock. These provisions are intended to:
• enhance the likelihood of continuity and stability in the composition of the board and in the policies formulated by the board;
• discourage certain types of transactions which may involve an actual or threatened change in control of our company;
• discourage certain tactics that may be used in proxy fights; and
• encourage persons seeking to acquire control of our company to consult first with the board of directors to negotiate the terms of any proposed business combination or offer.
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. Subject to exceptions, the statute prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
• Prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
• Upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding, those shares owned (1) by persons who are directors and also officers and (2) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
• On or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.
For purposes of Section 203, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, with an “interested stockholder” being defined as a person who, together with affiliates and associates, owns, or within three years prior to the date of determination whether the person is an “interested stockholder,” did own, 15% or more of the corporation’s voting stock.
Limitation On Liability And Indemnification Matters
Our certificate of incorporation and bylaws provide for the indemnification of our officers and directors to the fullest extent permitted under Delaware law.
Transfer Agent And Registrar
The transfer agent and registrar for our common stock is Wells Fargo Bank, National Association.


8

Nasdaq Stock Market Listing
Our common stock is quoted on the Nasdaq Global Select Market under the trading symbol ‘‘GIII.’’ “GIII”.
DESCRIPTION OF DEBT SECURITIES
Please note that in this section entitled “Description of Debt Securities,” references to “holders” mean those who own our debt securities registered in their own names on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in debt securities registered in street name or in debt securities issued in book-entry form through one or more depositaries.
The following table sets forth, fordescription summarizes the fiscal periods shown, the high and low sales prices for our common stock, as reported by the Nasdaq National Market until June 30, 2006, and the Nasdaq Global Market after that date. All share prices have been adjusted to give retroactive effect to a three-for-two splitmaterial provisions of our common stock effective March 28, 2006.


 HighLow
Fiscal 2007 
 
Quarter ended April 30, 2006$12.82
$8.80
Quarter ended July 31, 200611.25
7.91
Quarter ended October 31, 200615.50
9.03
Quarter ending January 31, 2007 (through January 3, 2007)22.50
13.79
Fiscal 2006 
 
Quarter ended April 30, 2005$5.91
$4.49
Quarter ended July 31, 20057.84
4.34
Quarter ended October 31, 20057.93
6.23
Quarter ended January 31, 20069.89
6.33
Fiscal 2005 
 
Quarter ended April 30, 2004$7.26
$4.81
Quarter ended July 31, 20046.30
4.57
Quarter ended October 31, 20045.02
3.83
Quarter ended January 31, 20055.53
3.79

debt securities. The last sale price of our common stock on the Nasdaq Global Market on January 3, 2007 was $19.43 per share. On December 15, 2006, there were 52 holders of record of our common stock.

DIVIDEND POLICY

Our board of directors currently intendsdebt securities are to followbe issued under a policy of retaining any earningssenior debt securities indenture or subordinated debt securities indenture to finance the continued growth and development of our business and does not anticipate paying cash dividends in the foreseeable future. Any future determination as to the payment of cash dividends will be dependent upon our financial condition, results of operations and other factors deemed relevant by our board. Our loan agreement limits payments for cash dividends and stock redemption to $1.5 million plus an additional amount for stock redemptions based on the proceeds of sales of equity securities.


CAPITALIZATION
(In thousands, except share and per share amounts)

The following table sets forth our capitalization at October 31, 2006 on an actual basis, and as adjusted to reflect our sale of the 1,121,000 shares offered byentered into between us at an assumed public offering price of $19.43 per share, after deducting the underwriting discount and estimated offering expenses payable by us.

You should read this table in conjunction with the sections of this prospectus entitled ‘‘Use of Proceeds’’ and ‘‘Selected Consolidated Financial Data,’’ and with our consolidated financial statements and related notes incorporated by reference in this prospectus.


 As of October 31, 2006
 ActualAs Adjusted
Current portion of term loan$6,600
$6,600
Long-term debt, less current portion16,800
16,800
Stockholders’ equity: 
 
Preferred stock; $.01 par value, 1,000,000 shares authorized; no shares issued and outstanding actual and as adjusted. 
 
Common stock; $.01 par value; 40,000,000 shares authorized; 14,386,825 shares issued actual and 15,620,325 shares issued as adjusted(1)144
156
Additional paid-in capital52,352
72,942
Retained earnings59,263
59,263
 111,759
132,361
Common stock held in treasury – 367,225 shares at cost(970
)
(970
)
Total stockholders’ equity(1)110,789
131,391
Total capitalization$134,189
154,791
(1)Shares outstanding and total stockholders’ equity as adjusted also include (i) 112,500 shares to be issued upon the exercise of options by selling stockholders who will sell these shares in this offering and (ii) the amounts to be paid to us upon exercise of these options.

SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)

The selected consolidated financial data as of January 31, 2002, 2003, 2004, 2005 and 2006 set forth below are derived from our audited consolidated financial statements. The selected consolidated income statement data for the nine months ended October 31, 2005 and 2006 and the selected consolidated balance sheet data as of October 31, 2006 set forth below are derived from our unaudited consolidated financial statements. In the opinion of our management, all known adjustments necessary for a fair presentation of the results for the nine months ended October 31, 2005 and 2006 have been made. The financial data for the nine months ended October 31, 2005 and 2006 include all normal recurring adjustments which in the opinion of our management are necessary for these periods. Our results of operations for the nine months ended October 31, 2006 are not necessarily indicative of the results that may be expected for the entire year or for any future period. The selected consolidated financial data should be read in conjunction with our audited consolidated financial statements, unaudited consolidated financial statements and related notes. Certain amounts in the consolidated income statement data for fiscal years 2002 through 2005 have been reclassified to conform to the current year presentation.

Our results of operations for the year ended January 31, 2006 include the results of our Marvin Richards and Winlit divisions from July 11, 2005, the date we acquired the stock of Marvin Richards and certain assets from Winlit. Our results for fiscal 2006 exclude the seasonal losses that were incurred by the acquired companies in the first half of fiscal 2006. Results for fiscal 2007 include the operations of the acquired companies for the entire period, as well as interest expense and depreciation and amortization expense relating to the acquisitions for the entire period.

All share and per share information in the table below has been adjusted to give retroactive effect to a three-for-two split of our common stock effective March 28, 2006.


 Year Ended January 31,Nine Months Ended October 31,
 2002200320042005200620052006
Consolidated Income Statement Data: 
 
 
 
 
 
 
Net sales$201,855
$203,301
$225,061
$214,278
$324,072
$254,941
$328,175
Cost of goods sold158,160
153,367
162,229
161,534
239,226
186,159
238,319
Gross profit43,695
49,934
62,832
52,744
84,846
68,782
89,856
Selling, general & administrative expenses35,174
40,841
46,784
47,452
64,763
46,990
61,467
Depreciation and amortization1,069
1,360
1,255
1,344
3,125
2,050
3,300
Non-recurring charge 
3,556
 
 
 
 
 
Write-down of equity investment 
 
 
882
 
 
 
Operating profit7,452
4,177
14,793
3,066
16,958
19,742
25,089
Interest and financing charges, net3,577
1,907
1,179
1,086
4,349
2,771
4,573
Income before income taxes3,875
2,270
13,614
1,980
12,609
16,971
20,516
Income taxes1,511
1,888
5,238
1,277
5,517
7,128
7,845
Net income$2,364
$382
$8,376
$703
$7,092
$9,843
$12,671
Basic earnings per share$0.24
$0.04
$0.81
$0.07
$0.62
$0.87
$0.98
Weighted average shares outstanding – basic10,014
10,147
10,368
10,773
11,509
11,307
12,898
Diluted earnings per share$0.21
$0.03
$0.76
$0.06
$0.58
$0.82
$0.93
Weighted average shares outstanding – diluted11,061
11,020
11,022
11,292
12,236
11,993
13,630

 As of January 31,As of October 31,
 200220032004200520062006
Consolidated Balance Sheet Data: 
 
 
 
 
 
Working capital$46,140
$47,260
$57,388
$59,868
$61,197
$86,704
Total assets67,701
70,956
80,696
80,595
138,317
298,120
Short-term debt906
885
852
972
7,578
106,691
Long-term debt, excluding current portion203
88
0
510
21,750
16,800
Total stockholders’ equity54,813
55,748
65,272
66,930
82,011
110,789

BUSINESS

Overview

G-III designs, manufactures and markets an extensive range of outerwear and sportswear, including coats, jackets and pants, as well as women’s suits and dresses. We sell our products under licensed brands, our own proprietary brands and private retail labels. We provide high quality apparel under recognized brands to retailers such as Macy’s, Nordstrom and Saks. We distribute our products through a diverse mix and a large number of retailers at a variety of price points.

Licensed brands have been an important part of our strategy for over 10 years. We currently have licenses to produce branded fashion apparel, including, among others, under the Calvin Klein, Sean John, Kenneth Cole, Cole Haan, Guess?, Jones New York, Nine West, Ellen Tracy, IZOD and Tommy Hilfiger labels. We also have licenses to produce branded sports apparel containing trademarks of the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Louisville Slugger, World Poker Tour and over 100 U.S. colleges and universities.

We work with leading retailers, such as Federated, Wal-Mart, JC Penney and Kohl’s, in developing product lines to be sold under their own proprietary private labels. In March 2006, we announced that we had expanded our relationship with Wal-Mart to design and produce a new young men’s and boy’s branded urban sportswear line, under its Exsto label. We began shipping Exsto product during July 2006 and were shipping to over 500 Wal-Mart locations by fall 2006. We also produce apparel under our own proprietary brands, including Marvin Richards, G-III, Black Rivet, Siena Studio, Colebrook, G-III by Carl Banks, Winlit, NY 10018 and La Nouvelle Renaissance.

In July 2005, we acquired the business of Marvin Richards and the operating assets of Winlit Group, Ltd. As a result of the Marvin Richards acquisition, we added licenses for men’s and women’s outerwear under the Calvin Klein brand name, as well as Marvin Richards’ own proprietary labels. As a result of acquiring Winlit’s assets, we added licenses for men’s and women’s outerwear under the Guess? brand, leather outerwear under the Tommy Hilfiger brand and women’s outerwear under the Ellen Tracy brand. We also acquired Winlit’s own proprietary labels. In addition, we added significant management, merchandising, manufacturing and design expertise as a result of these acquisitions.

As an immediate benefit of our acquisition of Marvin Richards, we expanded our relationship with Calvin Klein by entering into license agreements in September 2005 to manufacture and distribute women’s better suits, and in April 2006 to manufacture and distribute women’s dresses, under the Calvin Klein label.

Competitive Strengths

Our broad portfolio of high-profile brands combined with our extensive distribution relationships positions us for growth. We intend to capitalize on the following competitive strengths in order to achieve our goal of creating an all-season diversified apparel company:

Broad portfolio of recognized brands.    Over the past 10 years, we have built a broad and deep portfolio of over 25 licensed and proprietary brands. We believe we are a licensee of choice for well-known brands that have built a loyal following of both fashion-conscious consumers and retailers who desire high quality, well designed apparel. We have selectively added the licensing rights to premier brands in women’s, men’s and sports categories catering to a wide range of customers. In an environment of rapidly changing consumer fashion trends, we benefit from a balanced mix of well-established and newer brands. In addition to our licensed brands, we own several successful proprietary brands. Our experience in developing our licensed brands and our own proprietary labels, as well as our reputation for producing high quality, well-designed apparel, has led major department stores and retailers, including Federated, Wal-Mart, JC Penney and Kohl’s, to select us as a designer and manufacturer for their private label programs.


We currently market apparel under the following licensed and proprietary brand names:


Women’sMen’sSports
Licensed Brands
Calvin KleinCalvin KleinNational Football League
ck Calvin Kleinck Calvin KleinMajor League Baseball
Kenneth Cole NYKenneth Cole NYNational Basketball Association
Reaction Kenneth ColeReaction Kenneth ColeNational Hockey League
Sean JohnSean JohnCollegiate Licensing Company
Cole HaanCole HaanLouisville Slugger
GuessGuessWorld Poker Tour
Guess?Guess?
House of DeréonIZOD
Jones New YorkTommy Hilfiger
Jones NY Collection
Nine West
Ellen Tracy
Company Ellen Tracy
IZOD
Proprietary Brands
G-IIIG-IIIG-III Sports by Carl Banks
Black RivetBlack Rivet
Marvin RichardsColebrook
WinlitWinlit
Colebrook
NY 10018
La Nouvelle Renaissance
LNR
Siena Studio

Diversified distribution base.    We market our products at multiple price points and across multiple channels of distribution, allowing us to provide products to a broad range of consumers, while reducing our reliance on any one demographic segment, merchandise preference or distribution channel. Our products are sold to approximately 2,500 customers, including leading department and specialty stores such as Macy’s, Nordstrom and Saks, mid-tier and mass merchants such as Wal-Mart, JC Penney, Target and Kohl’s, and membership clubs such as Costco and Sam’s Club. As a result of our broad distribution platform, we are a licensee and supplier of choice and can more easily adapt to changes in the retail environment. In addition, we believe our strong relationships with retailers have been established through many years of personal customer service and adherence to meeting or exceeding retailer expectations.

Superior design, sourcing and quality control.    Our in-house design and merchandising team of over 100 professionals designs substantially all of our licensed, proprietary and private label products. Our designers work closely with our licensors and private label customers to create designs and styles that represent the look they want. We believe that our creative design team and our sourcing expertise give us an advantage in product development. We have a network of worldwide suppliers that allows us to negotiate competitive terms without relying on any single vendor. In addition, we employ a 25-person quality control team and a 33-person sourcing group in China to ensure the quality of our products. We believe we have developed a significant customer following and positive reputation in the industry as a result of our design capabilities, sourcing expertise, on-time delivery and high standards of quality control.


Leadership position in the outerwear wholesale business.    As one of the largest outerwear wholesalers, we are widely recognized within the apparel industry for our high-quality and well-designed products. Our knowledge of the outerwear business and our industry-wide reputation provide us with an advantage when we are competing for outerwear licenses and private label business. We are known for our leather manufacturing expertise, a skill that has given us another competitive advantage in the outerwear market. Our expertise and reputation in designing, manufacturing and marketing outerwear have enabled us to build strong customer relationships and to expand into women’s suits, dresses and other product categories.

Experienced management team.    Our executive management team has extensive experience in the apparel industry. Morris Goldfarb, our Chief Executive Officer and son of our founder, has been with us for 35 years, Jeanette Nostra, our President, has been with us for 25 years, and Wayne S. Miller, our Chief Operating Officer, has been with us for eight years. In 2005, we added significant management, merchandising, manufacturing and design expertise as a result of our acquisition of the Marvin Richards and Winlit businesses. The principals of those businesses, Sammy Aaron and David Winn, each have more than 25 years’ experience in the apparel industry. The experience, expertise and depth of our management team have enabled us to implement new initiatives in new product categories with existing licensees, such as Calvin Klein and Sean John, and private label customers, such as Wal-Mart.

Growth Strategy

Our goal is to build an all-season diversified apparel company with a broad portfolio of brands that we offer in multiple channels of retail distribution through the following growth strategies:

Execute new initiatives.    We are continually seeking opportunities to produce products for all seasons as we attempt to reduce our dependency on our third fiscal quarter for the majority of our net sales and substantially all of our net income. During the past year, we have initiated the following product diversification efforts, each of which we believe has significant revenue potential:

• We expanded our relationship with Calvin Klein, one of the most recognized fashion brands in the United States, in August 2005 to include a license for women’s suits. We began to ship this line to department and specialty stores in January 2006 and had product in over 400 doors by fall 2006.
• In March 2006, we announced that we would be designing and producing for Wal-Mart a new urban young men’s and boy’s branded sportswear line, under its Exsto label. We began shipping Exsto product during July 2006 and were shipping to over 500 Wal-Mart locations by fall 2006.
• We further expanded our relationship with Calvin Klein in April 2006 to include a license for women’s dresses and began shipping this line to department and specialty stores in October 2006.
• We expanded our relationship with Sean John to include a license for women’s sportswear. We expect to launch this line in department stores and urban specialty stores for fall 2007.

Continue to grow our outerwear business.    We have been a leader in the outerwear business for many years and believe there is significant growth potential for us in this category. Specifically, our Calvin Klein men’s and women’s outerwear businesses is expected to benefit from Calvin Klein’s strong brand awareness and loyalty among consumers. In May 2006, we added a license for Sean John women’s outerwear to our existing license for their men’s outerwear. We also intend to expand our private label outerwear business with additional programs, such as the Candies’ brand distributed by Kohl’s.

Extend our new product categories to additional brands.    We have been able to leverage our expertise and experience in the outerwear business to expand our licenses to new product categories such as women’s suits, dresses and sportswear. We will attempt to expand our distribution of products in these categories under other licensed brands, private label brands and our own brands. Specifically, we expect to seek additional licenses to produce dresses and private label programs to produce women’s suits.


Seek attractive acquisitions.    We plan to continue to pursue acquisitions of complementary product lines and businesses. In July 2005, we acquired two businesses, Marvin Richards and Winlit, both of which added name-brand licenses, including Calvin Klein, Guess?, Tommy Hilfiger and Ellen Tracy, to our expanding brand portfolio. In addition, each of these companies has recognized proprietary labels and significant private label programs. These acquisitions have increased our portfolio of licensed brands, added additional retail customers and allowed us to realize economies of scale. We believe that our existing infrastructure and management depth will enable us to complete additional acquisitions in the apparel industry.

Products - Development and Design

G-III designs, manufactures and markets women’s and men’s apparel at a wide range of retail sales prices. Our product offerings primarily include outerwear, sportswear and women’s suits and dresses. We sell products under licensed brands, our own brands and private retail labels.

G-III’s licensed apparel consists of both men’s and women’s products. Our strategy is to seek licenses that will enable us to offer a range of products targeting different price points and different tiers of distribution. Our women’s licensed apparel includes products that sell at retail prices generally ranging from $100 for sportswear items to $3,500 for outerwear. Our men’s licensed apparel consists of garments that generally sell at retail prices ranging from $50 for sportswear items to $2,000 for outerwear.

G-III’s proprietary branded apparel also consists of both men’s and women’s products. The Black Rivet, Colebrook, Marvin Richards, Winlit and NY 10018 lines of women’s apparel consist of moderately priced women’s outerwear and sportswear that typically sell at retail prices from $40 for sportswear items to $250 for outerwear. Products in our men’s outerwear lines, primarily consisting of leather outerwear, sold under the G-III, Colebrook and Winlit labels, typically have retail prices between $40 and $400. Siena Studio, LNR and La Nouvelle Renaissance, our bridge-priced lines of women’s leather and textile apparel, primarily consist of jackets, skirts and related sportswear separates with retail prices from $100 for skirts to $700 for outerwear.

We also work with retail chains, such as Federated, Wal-Mart, Sam’s Club, JC Penney and Kohl’s, in developing product lines sold under their own proprietary private labels. We meet frequently with department and specialty chain store buyers who custom order products by color, fabric and style. These buyers may provide samples to us or may select styles already available in our showrooms. We believe we have established a reputation among these buyers for our ability to produce high quality product on a reliable, expeditious and cost-effective basis.

Our in-house designers are responsible for the design and look of our licensed and non-licensed products. We work closely with our licensors to create designs and styles for each of our licensed brands. Licensors generally must approve products to be sold under their brand names prior to production. We respond to style changes in the apparel industry by maintaining a continuous program of style, color, leather and fabric selection. In designing new products and styles, we attempt to incorporate current trends and consumer preferences. We seek to design products in response to trends in consumer preferences, rather than attempt to create new market trends and styles.

Our design personnel meet regularly with our sales and merchandising department, as well as with the design and merchandising staffs of our licensors, to review market trends, sales results and the popularity of our latest products. In addition, our representatives regularly attend trade and fashion shows and shop at fashion forward stores in the United States, Europe and the Far East. Our designers present sample items along with their evaluation of the styles expected to be in demand in the United States. We also seek input from selected customers with respect to product design. We believe that our sensitivity to the needs of retailers, coupled with the flexibility of our production capabilities and our continual monitoring of the retail market, enables us to modify designs and order specifications in a timely fashion.


Licensing

The following table sets forth for each of our principal licenses the date on which the current term ends and the date on which any potential renewal term ends:


LicenseDate Current
Term Ends		Date Potential Renewal
Term Ends
Fashion Licenses
Calvin Klein (Men’s outerwear)December 31, 2010December 31, 2015
Calvin Klein (Women’s outerwear)December 31, 2008December 31, 2013
Calvin Klein (Women’s dresses)December 31, 2011December 31, 2016
Calvin Klein (Women’s suits)December 31, 2011None
Cole Haan (Men’s and Women’s outerwear)January 31, 2010January 31, 2012
Ellen Tracy/Company Ellen Tracy (Women’s outerwear)December 31, 2007December 31, 2010
Guess/Guess? (Men’s and Women’s outerwear)December 31, 2009None
IZOD (Men’s and Women’s outerwear)December 31, 2007December 31, 2012
Jones New York/Jones NY Collection (Women’s outerwear)January 31, 2009None
Kenneth Cole NY/Reaction Kenneth Cole (Men’s and Women’s outerwear)December 31, 2008December 31, 2012
Nine West (Women’s outerwear)January 31, 2008None
Sean John (Men’s outerwear)January 31, 2010None
Sean John (Women’s outerwear and sportswear)December 31, 2009December 31, 2022
Tommy Hilfiger (Men’s outerwear)March 31, 2009None
Sports Licenses
Collegiate Licensing CompanyMarch 31, 2007None
Major League BaseballDecember 31, 2007None
National Basketball AssociationSeptember 30, 2007None
National Football LeagueMarch 31, 2010None

Under our licensing agreements, we are generally required to achieve minimum net sales of licensed products, pay guaranteed minimum royalties, make specified royalty and advertising payments (usually based on a percentage of net sales of licensed products), and receive prior approval of the licensor as to all design and other elements of a garment prior to production. If we do not satisfy any of these requirements or otherwise fail to meet our obligations under a license agreement, a licensor usually will have the right to terminate our license.

Our ability to renew the current term of a license agreement is usually subject to attaining minimum sales and/or royalty levels and to our compliance with all of the terms of the agreement. Other criteria may also impact our ability to renew a license. As a result, we cannot be suretrustee that we will select. The forms of these indentures have been filed with the SEC as exhibits to the registration statement of which this prospectus is a part. This description is not complete and is subject to, and is qualified in its entirety by reference to, the forms of indentures and the Trust Indenture Act of 1939, as amended, which we refer to as the “Trust Indenture Act”. The indentures will be able to renew a license agreement when it expires if we desire to do so.

We believe that brand owners are looking to consolidatequalified under the numberTrust Indenture Act.

The particular terms of licensees they engage to develop product and to choose licensees who have a successful track recordeach series of developing brands. We continue to seek other opportunities to enter into license agreements in order to expand our product offerings under nationally recognized labels and broaden the marketsdebt securities that we serve.

Revenues from the sale of licensed products accounted for 60.8% of our net sales during fiscal 2006 compared to 63.6% of our net sales in fiscal 2005 and 76.3% of our net sales in fiscal 2004. For the nine months ended October 31, 2006, revenues from the sale of licensed products accounted for 60.2% of our net sales compared to 57.3% of our net sales in the comparable period in the prior year. In fiscal 2006, sales of licensed product as a percentage of total net sales decreased primarily because a majority of the revenue from our Marvin Richards division, which we acquired in fiscal 2006, was generated by their own proprietary brands. The significant decrease in fiscal 2005 compared to fiscal 2004 in the


percentage of our net sales accounted for by licensed products was the result of our largest customer shifting from orders for licensed product to orders for our proprietary branded product.

Manufacturing and Sourcing

G-III arranges for the production of products from independent manufacturers located primarily in China and, to a lesser extent, in South Korea, the Ukraine, Eastern Europe, the Dominican Republic, Macau, Sri Lanka and Vietnam. A small portion of our garments is manufactured in the United States.

In January 2005, we sold our joint venture interest in a factory in Northern China to our joint venture partner. We manufactured approximately 3.2% of our products at this factory in fiscal 2006. We may continue to source comparable unit levels of production through this factory although the percentage of our products from this factory will decrease as a result of our acquisitions in July 2005.

In fiscal 2006, we completed the transition from a branch office in Korea to two representative offices in Qingdao and Hangzhou, China. As a result, we closed our branch office in Korea that had acted as a liaison between us and manufacturers in the Far East. Because a majority of our production is being sourced in China, we believe it is more efficient to provide the liaison functions in closer proximity to where the manufacturing occurs. Our China offices will perform all the functions that had previously been performed in Korea. At November 30, 2006, we had 34 employees in our Qingdao office and 34 employees in our Hangzhou office.

G-III’s headquarters provides these liaison offices with production orders stating the quantity, quality, delivery time and types of garments to be produced. Liaison office personnel negotiate and place orders with one or more manufacturers. In allocating production among independent suppliers, we consider a number of criteria, including, but not limited to, quality, availability of production capacity, pricing and ability to meet changing production requirements.

To facilitate better service for our customers and accommodate the volume of manufacturing in the Far East, we also have an office in Hong Kong. The Hong Kong office also supports third party production of products on a commission-fee basis that we arrange as agent directly for some of our customers. We utilize our China and Hong Kong office employees to monitor production at each manufacturer’s facility to ensure quality control, compliance with our specifications and timely delivery of finished garments to our distribution facilities and customers. At November 30, 2006, the Hong Kong office employed five persons.

In connection with the foreign manufacture of our apparel, manufacturers purchase leather, wool and other fabrics under our direction. In addition, they purchase necessary ‘‘submaterials’’ (such as linings, zippers, buttons and trimmings) according to parameters specified by us. Prior to commencing the manufacture of garments, samples of raw materials or submaterials are sent to us for approval. We regularly inspect and supervise the manufacture of our products in order to ensure timely delivery, maintain quality control and monitor compliance with our manufacturing specifications. We also inspect finished apparel at the factory site.

The manufacture of the substantial majority of our apparel is performed manually. A pattern is used in cutting fabric to panels that are assembled in the factory. All submaterials are also added at this time. We inspect products throughout this process to insure that the design and quality specifications of the order are being maintained as the garment is assembled. After pressing, cleaning and final inspection, the garment is labeled and ready for shipment. A final random inspection by us occurs when the garments are packed for shipment.

We generally arrange for the production of apparel on a purchase order basis with completed garments manufactured to our design specifications. We assume the risk of loss predominantly on a Freight-On-Board (F.O.B.) basis when goods are delivered to a shipper and are insured against casualty losses arising during shipping.

As is customary in the apparel industry, we have not entered into any long-term contractual arrangements with any contractor or manufacturer. We believe that the production capacity of foreign manufacturers with which we have developed, or are developing, a relationship is adequate to meet our apparel production requirements for the foreseeable future. We believe that alternative foreign apparel manufacturers are readily available.


A majority of all finished goods manufactured for us is shipped to our New Jersey warehouse and distribution facilities or to designated third party facilities for final inspection and allocation, as well as reshipment to customers. The goods are delivered to our customers and us by independent shippers, choosing the form of shipment (principally ship, truck or air) based upon a customer’s needs, cost and timing considerations.

Quotas and Customs

Until January 1, 2005, our textile apparel was subject to quota restrictions. Quotas represent the right to export amounts of certain categories of merchandise into a country. On January 1, 2005, pursuant to the Agreement on Textiles and Clothing, quotas on textile and apparel products were eliminated for World Trade Organization, or WTO, members, including the United States. China’s accession agreement for membership in the WTO provides that WTO member countries, including the United States, may re-impose safeguard quotas on specific products if it is determined that imports from China have surged and are threatening to create a market disruption for these categories of products. In May 2005, the United States imposed unilateral safeguard quotas on several product categories, limiting growth in imports of these categories to 7.5% a year. The safeguard quotas in several categories have been extended by the United States government and will likely continue through 2008. These limitations apply to a limited number of products imported by us from China. We do not, however, expect these limitations to have a negative impact on our ability to manufacture and import women’s suits, dresses and sportswear.

Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances for textile apparel and the imposition of export duties. United States Customs duties on our textile apparel presently range from duty free to 28%, depending upon the type of fabric used and how the garment is constructed. Countries in which our products are manufactured and sold may,offer from time to time impose new duties, tariffs, surcharges or other import controls or restrictions or adjust prevailing duty or tariff levels. We continually monitor duty, tariff and other import restriction developments. We seek to minimize our potential exposure to import related risks through, among other measures, geographical diversification of manufacturing sources and shifts of production among countries and manufacturers.

Raw Materials

We purchase most products manufactured for us on a finished goods basis. We coordinate the sourcing of raw materials used in the production of our apparel, such as leather, wool and cotton, which are available from numerous sources. The leather apparel industry competes with manufacturers of other leather products for the supply of leather. Leather skins are a byproduct. Accordingly, raw material costs for leather products are impacted by changes in meat consumption worldwide, as well as by the popularity of leather products.

Marketing and Distribution

G-III’s products are sold primarily to department, specialty and mass merchant retail stores in the United States. We sell to approximately 2,500 customers, ranging from national and regional chains to small specialty stores.

Sales to Federated Department Stores accounted for an aggregate of 19.0% of our net sales in fiscal 2006 and 23.8% of our net sales in the nine months ended October 31, 2006. Federated completed the acquisition of May Department Store Company in August 2005. Sales to Federated in fiscal 2006 include sales to the Macy’s, Lord & Taylor and Marshall Fields retail chains that were part of the combined Federated and May. Sales to Federated in the nine months ended October 31, 2006 do not include sales to Lord & Taylor, which was sold by Federated during that period. Sales to department store divisions of Federated and May accounted for an aggregate of 11.3% of our net sales in each of fiscal 2005 and fiscal 2004. The increase in the percentage of our net sales to Federated was the result of our two acquisitions in July 2005.

Sales to the Sam’s Club and Wal-Mart divisions of Wal-Mart Stores, Inc. accounted for an aggregate of 15.3% of our net sales in fiscal 2004, 15.0% of our net sales in fiscal 2005, 13.2% of our net sales in fiscal 2006 and 14.6% of our net sales for the nine months ended October 31, 2006.


The loss of either Federated or Wal-Mart, or a significant reduction in purchases by either customer, could have a material adverse effect on our results of operations. Sales to our 10 largest customers accounted for 60.7% of our net sales in fiscal 2006 compared to 52.6% of our net sales in fiscal 2005. For the nine months ended October 31, 2006, our 10 largest customers accounted for approximately 73.9% of our net sales.

Almost all of our sales are made in the United States. We also market our products in Canada, Europe and the Far East, which, on a combined basis, accounted for less than 1% of our net sales in fiscal 2006.

G-III’s products are sold primarily through a direct sales force that consisted of 52 employees as of November 30, 2006. Our principal executives are also actively involved in sales of our products. Some of our products are also sold by various retail buying offices and independent sales representatives located throughout the United States. Final authorization of all sales of product is solely through our New York showrooms, enabling our management to deal directly with, and be readily accessible to, major customers, as well as to more effectively control our selling operations.

Brand name products sold by us pursuant to a license agreement are promoted by institutional and product advertisements placed by the licensor. Our license agreements generally require us to pay the licensor a fee, based on a percentage of net sales of licensed product, to pay for a portion of these advertising costs. We may also be required to spend a specified percentage of net sales of a licensed product on advertising placed by us.

We primarily rely on our reputation and relationships to generate business in our non-licensed segment. We believe we have developed a significant customer following and positive reputation in the industry as a result of, among other things, standards of quality control, on-time delivery, competitive pricing and willingness and ability to assist customers in their merchandising of our products. In addition, we have, to a limited extent, advertised our own labels and engaged in cooperative advertising programs with retailers. We believe we have developed brand awareness of our own labels primarily through our reputation, consumer acceptance and the fashion press.

Seasonality

Retail sales of outerwear apparel have traditionally been seasonal in nature. Although we sell our apparel products throughout the year, net sales in the months of July through November accounted for approximately 82% of our net sales in fiscal 2006, 74% of our net sales in fiscal 2005 and 75% of our net sales in fiscal 2004. The percentage of our net sales increased during this period in fiscal 2006 because we made two acquisitions in July 2005. The July through November time frame is expected to continue to represent a disproportionate amount of our net sales and net income.

Order Book

A portion of our orders consists of short-term purchase orders from customers who place orders on an as-needed basis. Information relative to open purchase orders at any date may also be materially affected by, among other things, the timing of the initial showing of apparel to the trade, as well as by the timing of recording of orders and shipments. As a result, we do not believe that disclosure of the amount of our unfilled customer orders at any time is meaningful.

Competition

We have numerous competitors with respect to the sale of apparel, including distributors that import apparel from abroad and domestic retailers with established foreign manufacturing capabilities. Many of our competitors have greater financial and marketing resources and greater manufacturing capacity than we do. We also compete with vertically integrated apparel manufacturers that also own retail stores. The general availability of contract manufacturing capacity also allows ease of access by new market entrants. Sales of our products are affected by style, price, quality, brand reputation and general fashion trends.

Trademarks

Several trademarks owned by us have been granted federal trademark protection through registration with the U.S. Patent and Trademark Office, including G-III, G-III (& Design), G-III Sports By


Carl Banks & Design, J.L. Colebrook, JLC, Colebrook & Co., American Classics By Colebrook, Black Rivet, Black Rivet & Design [lower diamond], Black Rivet & Design [upper diamond], Black Rivet & Design [circles and diamond], ColeB Co. (& Design), Siena, Siena Studio, Sports 58 (& Design) and Studio 512.We have applications for several additional marks pending before the U.S. Patent and Trademark Office, including the trademarks we acquired from Marvin Richards.

We acquired trademarks previously owned by Winlit Group, Ltd., including WINLIT, WINLIT (Stylized), LNR, LNR (Stylized), La Nouvelle Renaissance and NY 10018 upon our acquisition of specified assets of Winlit. We also acquired the J. Percy Sport, Marvin Richards and J. Percy For Marvin Richards United Kingdom trademarks upon our acquisition of Marvin Richards.

We have been granted trademark registration for G-III in Canada, the European Union, France and Mexico, for J.L. Colebrook in Canada, France, Great Britain, Mexico and the European Union, for J.L.C. (& Design) and JLC (& Design) in Canada, and for BR (& Design) in the European Union and Russia. We also have applications for several additional marks in Canada.

Employees

As of November 30, 2006, we had 532 full-time employees, of whom 94 worked in executive or administrative capacities, 204 worked in design, merchandising and sourcing, 182 worked in warehouse and distribution facilities, and 52 worked in sales. We employ both union and non-union personnel and believe that our relations with our employees are good. We have not experienced any interruption of any of our operations due to a labor disagreement with our employees.

We are a party to an agreement with the Amalgamated Clothing and Textile Workers Union, covering approximately 75 of our full-time employees as of January 31, 2006. This agreement, which is currently in effect through October 31, 2007, automatically renews on an annual basis thereafter unless terminated by us or the union prior to September 1 of that year.

Properties

Our executive offices, sales showrooms and support staff are located at 512 Seventh Avenue in New York City. We lease an aggregate of approximately 42,500 square feet in this building through March 31, 2011 at a current aggregate annual rent of approximately $1.2 million. We also lease approximately 4,000 square feet at a current annual rent of $90,000 in an adjoining building at 500 Seventh Avenue for additional design staff.

We assumed leases for an additional 28,000 square feet of office and showroom space at 512 Seventh Avenue in connection with our acquisition of Marvin Richards. The current aggregate annual rent for this space is $500,000. One of these leases expires in January 2008 and the other expires in December 2013. We assumed a lease in New York City for approximately 20,000 square feet of office and showroom space at 463 Seventh Avenue in connection with the Winlit transaction. The current annual rent is approximately $440,000 and the lease expires in December 2011.

In February 2005, we extended the lease on our warehouse and distribution facility, located in Secaucus, New Jersey, through February 2011. As part of the new lease, we leased an additional 95,000 square feet of adjacent space that we have utilized since October 1, 2005, giving us total space at the facility of approximately 205,000 square feet. Annual rent for the entire premises is approximately $1.2 million. We obtained the additional space to reduce our reliance on third party warehouses and accommodate the additional volume we anticipate being generated from our newly signed licenses. In fiscal 2006, we spent approximately $800,000 to renovate the new and existing warehouse space.

In June 2006, we entered into a seven-year lease for an additional distribution center in South Brunswick, New Jersey. This facility contains approximately 305,000 square feet of space which will be used by us for product distribution. Annual rent for this facility is approximately $1.2 million. Asestablished in or under a result of adding this new facility, we will not renew our lease for our distribution center in Edison, New Jersey which expires in January 2007. The Edison facility contains approximately 89,000 square feet, The additional space is expected to allow us to meet some of our anticipated increased shipping volume. We estimate that the renovation of this new facility will cost us between $1 million and $1.5 million and that the facility will be fully operational by May 2007.


A majority of our finished goods is shipped to our New Jersey warehouse and distribution facilities for final reshipment to customers. We also use third-party warehouses to accommodate our finished goods storage and reshipment needs.

We also lease office space at 345 West 37th Street in New York City for administrative personnel. This space is leased from a corporation owned by Morris Goldfarb and Aron Goldfarb. Aggregate payments under this lease in fiscal 2006 were $227,000. We lease three floors in the building as well as parking spaces and a billboard. Total leased space in this building is approximately 10,100 square feet.

Legal Proceedings

In the ordinary course of our business, we are subject to periodic lawsuits, investigations and claims. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations.


MANAGEMENT

Executive Officers and Directors

The following table sets forth the names, ages and positions of each of our executive officers and directors.


NameAgePosition
Morris Goldfarb56
Chairman of the Board, Chief Executive Officer and Director
Sammy Aaron47
Vice Chairman, President-Marvin Richards Division and Director
Jeanette Nostra54
President
Wayne S. Miller49
Chief Operating Officer and Secretary
Neal S. Nackman47
Chief Financial Officer and Treasurer
Deborah Gaertner52
Vice President – Women’s Sales Division of G-III Leather Fashions
Thomas J. Brosig (1)(3)57
Director
Pieter Deiters63
Director
Alan Feller (1)64
Director
Carl Katz66
Director
Laura Pomerantz (2)59
Director
Willem van Bokhorst (1)(2)60
Director
Richard White (1)(2)(3)53
Director
(1)Member of the Audit Committee.
(2)Member of the Compensation Committee.
(3)Member of the Nominating Committee.

Morris Goldfarb is our Chairman of the Board and Chief Executive Officer, as well as one of our directors. Until April 1997, Mr. Goldfarb also served as our President. Mr. Goldfarb has served as an executive officer of G-III and our predecessors since our formation in 1974. Mr. Goldfarb is also a director of Lakes Entertainment, Inc.

Sammy Aaron became our Vice Chairman and President of our Marvin Richards division, as well as one of our directors, after the Marvin Richards acquisition in July 2005. Prior to joining G-III, Mr. Aaron served as the President of Marvin Richards from 1998 until July 2005.

Jeanette Nostra became our President in April 1997. She had been our Executive Vice President since March 1992. Ms. Nostra’s responsibilities for G-III include sales, marketing, merchandising, product development and public relations for our licensed fashion brands. We have employed Ms. Nostra since 1981.

Wayne S. Miller has been our Chief Operating Officer since December 2003 and our Secretary since November 1998. He also served as our Chief Financial Officer from April 1998 until September 2005 and as our Treasurer from November 1998 until April 2006.

Neal S. Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurer in April 2006. Mr. Nackman also served as Vice President – Finance from December 2003 until April 2006. Prior to joining G-III, Mr. Nackman was a financial consultant with Jefferson Wells International from January 2003 until December 2003. From May 2001 until October 2002, he was Senior Vice President – Controller of Martha Stewart Living Omnimedia, Inc. From May 1999 until May 2001, he was Chief Financial Officer of Perry Ellis International Inc. From August 1995 until May 1999, he was the Vice-President – Finance with Nautica Enterprises, Inc.

Deborah Gaertner is the Vice President – Women’s Division of G-III Leather Fashions and has held this position since March 1992. Ms. Gaertner is responsible for sales and marketing of certain of our women’s apparel lines. She previously served as Vice President, Imports from June 1989 until March 1992, coordinating production and merchandising.

Thomas J. Brosig has served as a member of our board of directors since 1992. Mr. Brosig is currently retired. From January 1999 through February 2002, he served as President, Mid-South Region,


Park Place Entertainment. For more than five years priorand set forth in an officers’ certificate or a supplemental indenture, and in a form of debt security with respect to 1999, he served its predecessor, Grand Casinos, Inc., in various executive capacities including its President from September 1996that series. We will file the applicable executed indenture, such officers’ certificate or supplemental indenture and the form of debt security with the SEC. The prospectus supplement with respect to January 1999. From January 1999the series of debt securities we are offering will describe these particular terms and will indicate the extent to October 1999, he served as President and was a Directorwhich the general terms described below may not apply to that series of Lakes Entertainment, Inc. Mr. Brosig currently serves as a Director of Mountaineer Gaming Inc.

Pieter Deiters has served as a member of our board of directors since 2005. Mr. Deiters has been a memberdebt securities. Whenever particular defined terms of the supervisory boardapplicable form of Tootal N.V. Enshede,indenture, as supplemented or amended from time to time, are referred to in this prospectus or a textile trading companyprospectus supplement, those defined terms are incorporated in the Netherlands, since 2002 and an advisor to Bandolera B.V., a women’s clothing manufacturer in the Netherlands, since 2000. Since 1998, Mr. Deiters has been a senior member of the Turn Around Management Team of the European Bank for Reconstruction and Development and Vice President of the Supervisory Board of Royal Ten Cate Companies, KTC, a Netherlands company quoted in the Euronext Stock Market.

Alan Feller has served as a member of our board of directors since 1996. Mr. Feller is currently retired. Mr. Feller was our Chief Financial Officer from December 1989 to April 1998, and served as our Executive Vice President, Treasurer and Secretary from January 1990 through July 1995. Mr. Feller served as a consultant to us from May 1998 through October 1999.

Carl Katz has served as a member of our board of directors since 1989. Mr. Katz is currently retired. Mr. Katz was Executive Vice President of our Siena Leather division from 1989 until January 2003. Mr. Katz had been an executive of Siena since 1981.

Laura Pomerantz has served as a member of our board of directors since 2005. Ms. Pomerantz has been a principal of PBS Realty Advisors, LLC since 1994. She has also served as a director of Newkirk Realty Trust, Inc. since 2005.

Willem van Bokhorst has served as a member of our board of directors since 1989. Mr. van Bokhorst has been a Managing Partner of STvB Advocaten, a Netherlands Antilles law firm with offices in Amsterdam and Curaçao, for more than the past five years.

Richard White has served as a member of our board of directors since 2003. Mr. White has been a Managing Director and head of the Private Equity Investment Department of Oppenheimer & Co. Inc. since June 2004. From 2002 to June 2004, he served as President of Aeolus Capital Group LLC, an investment management firm. From 1985 until 2002, he was a Managing Director at CIBC Capital Partners, an affiliate of CIBC World Markets, and its predecessor firm, Oppenheimer & Co., Inc. During that time, Mr. White worked in both the Investment Banking and Private Equity Investing departments. Mr. White is a director of ActivIdentity Corp., a company which develops digital identity and authentication software and hardware, and Escalade Inc., a manufacturer of sporting goods and office products. Mr. White previously served as a director of G-III from November 1991 to July 1993.

Carl Katz, one of our directors, and Jeanette Nostra, our President, are married to each other.


Goldfarb Employment Agreement

We have an employment agreement with Morris Goldfarb effective through January 31, 2009. Two years prior to the expiration of the term of the agreement, it will automatically be extended for an additional year unless prior to that time either wethis prospectus or Mr. Goldfarb provides a written notice that the term should not be extended any further. The agreement provides for an annual base salary of $650,000, with increases at the discretion of the board of directors. The agreement also provides for a $2,000,000 life insurance policy which names Mr. Goldfarb’s wife as beneficiary and an annual incentive bonus equal to varying percentages of pre-tax income (as defined in the employment agreement) if pre-tax income exceeds $2,000,000. The percentages vary from 3% of pre-tax income in excess of $2,000,000 up to 6% of pre-tax income in excess of $2,000,000 if pre-tax income exceeds $4,000,000. Pursuant to the employment agreement, we will contribute $50,000 per year to a supplemental pension trust for Mr. Goldfarb’s benefit for each year in which net after-tax income (as defined in the employment agreement) exceeds $1,500,000. In addition, pursuant to the employment agreement, in the event that Morris Goldfarb’s employment is terminated (i)such prospectus supplement by us without cause or (ii) by Morris Goldfarb because of a material breach by us of the agreement, in either case at any time after a ‘‘Change in Control’’ (as defined in the employment agreement), then Mr. Goldfarbreference.

General
Our debt securities will be entitled to receive from us, in general, (a) an amount equal to 2.99 times his base salaryour direct obligations, which may be secured or unsecured, may be senior or subordinated and bonus, as well as (b) certain employment-related benefits for a period of three years from the date of his termination.

Aaron Employment Agreement

On July 11, 2005, we enteredmay be convertible into an employment agreement with Sammy Aaron. His employment agreement has a term through January 31, 2009 with automatic one-year renewals unless either party gives written notice to the other at least 90 days prior to the expiration of the initial term or any renewal period. The employment agreement provides for an annual base salary of $500,000, with increases at the discretion of the board of directors. On February 1, 2006, the Compensation Committee of the board of directors approved an increase in Mr. Aaron’s annual base salary to $600,000. Mr. Aaron is also entitled to participate in our benefit plans. If the employment agreement is terminated by us without justifiable cause (as defined in the employment agreement) or by Mr. Aaron for good reason (as defined in his employment agreement), Mr. Aaron is entitled to receive his salary and benefits for the remainder of the term of the employment agreement, subject to compliance by Mr. Aaron with his non-competition and other certain obligations in the employment agreement.


PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownershipshares of our common stock or preferred stock. The indentures do not limit the amount of debt securities that we may issue and permit us to issue debt securities from time to time in different series, each of which may have different terms. Debt securities issued under the indentures will be issued as part of December 15, 2006 and upon completiona series that has been established by us under the indenture.

We expect that the prospectus supplement relating to the particular series of thisdebt securities we are offering by:

will include the following information concerning those debt securities:
• eachthe title of our directors;
the series;
• each of our executive officers named under the heading ‘‘Management — Executive Officers and Directors’’;
aggregate principal amount;
• each personthe issue price or entity who is known by us to beneficially own more than 5%prices, expressed as a percentage of our outstanding common stock;
the aggregate principal amount of the debt securities;
• all our directors and executive officers as a group; and
any limit on the aggregate principal amount;
• eachthe date or dates on which principal is payable;
• the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
• the place or places where principal and, if applicable, premium and interest, is payable;
• the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;


9

• the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number;
• whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
• the portion of principal amount that will be payable upon declaration of acceleration of the selling stockholders.maturity date if other than the principal amount of the debt securities;
• the currency of denomination;
• the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
• if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined;
• if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will be determined;
• the provisions, if any, relating to any collateral provided for such debt securities;
• the provisions, if any, with respect to amortization;
• any addition to or change in the covenantsand/or the acceleration provisions described in this prospectus or in the indenture;
• any events of default, if not otherwise described below under “— Events of Default, Notice and Waiver”;
• the terms and conditions, if any, for conversion into or exchange for shares of common stock or preferred stock;
• any terms and conditions restricting the declaration of dividends or requiring the maintenance of any asset ratio or the creation or maintenance of reserves;
• any provisions restricting the incurrence of additional debt or the issuance of additional securities;
• any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents;
• the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness;
• whether the debt security will be defeasible; and
• any other terms of the debt securities.

Except as indicated by footnote, the persons named

Conversion Rights
The terms, if any, on which debt securities of a series may be exchanged for or converted into common stock or preferred stock, debt securities of another series or other securities will be set forth in the tableprospectus supplement relating to the series.
Global Debt Securities
Unless we specify otherwise in the applicable prospectus supplement, the registered debt securities of a series will be issued only in the form of one or more fully registered global securities that will be deposited with a depositary or with a nominee for a depositary identified in the prospectus supplement relating to the series and registered in the name of the depositary or a nominee of the depository. Ownership of beneficial


10

interests in a registered global security will be limited to persons, or participants, that have sole votingaccounts with the depositary for the registered global security or persons that may hold interests through participants.
Those who own beneficial interests in a global debt security will do so through participants in the depositary’s securities clearance system, and investment powerthe rights of those indirect owners will be governed solely by the applicable procedures of the depositary and its participants.
Payments on Debt Securities
We will make payments on our debt securities at the office or agency we will maintain for that purpose, which will be the Corporate Trust Office of the trustee in New York, New York unless we indicate otherwise in the prospectus supplement, or at such other places and at the respective times and in the manner as we designate in the prospectus supplement.
Subordination of Subordinated Debt Securities
Any debt securities issued under our subordinated indenture will be subordinate and junior in right of payment to all of our other indebtedness, except any of our indebtedness the terms of which expressly provide that repayment of that indebtedness is subordinate and junior in right of payment to the debt securities issued under our subordinated indenture. The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us from issuing any other debt.
As of October 22, 2009, our outstanding indebtedness consisted of $187.0 million outstanding under a financing agreement with JPMorgan Chase Bank N.A., as administrative agent for a consortium of banks. The financing agreement is a senior secured revolving credit facility providing for borrowings in the aggregate principal amount of up to $250 million. We will update the amount of our debt outstanding which is senior, equal in rank and subordinated to any series of indebtedness that we issue under our senior indenture or subordinated indenture in the prospectus supplement relating to any offering of debt securities.
Covenants
Unless we otherwise specify in the prospectus supplement, there are not any covenants in either the senior debt securities indenture, the subordinated debt securities indenture or our debt securities that would protect you against a highly leveraged or other transaction involving us that may adversely affect you as a holder of our debt securities. If there are provisions that offer such protection, they will be described in the prospectus supplement.
We may not consolidate or merge or sell or convey all or substantially all of our assets unless the surviving person, if it is not us, is a domestic person and assumes our obligations under our debt securities and the indenture and unless, under the indenture, there is no event of default (defined below) immediately after the transaction.
Any additional covenants that we agree to with respect to a series of the debt securities will be set forth in the prospectus supplement or related pricing supplement.
Events of Default, Notice and Waiver
An event of default in respect of any series of our debt securities means:
(1) our failure to pay any interest on that series within 30 days of when that interest is due;
(2) our failure to pay any principal, sinking fund installment or analogous obligation on that series when due;
(3) our failure to perform any other agreement in our debt securities of that series or the indenture, other than an agreement relating solely to another series of our debt securities, for 90 days after written notice of the breach or default;


11

(4) acceleration of our indebtedness aggregating more than $5,000,000;
(5) our failure to discharge any judgment of $5,000,000 or more within 60 days after the judgment becomes final and nonappealable; and
(6) certain events of our bankruptcy, insolvency and reorganization.
If an event of default described in (1), (2) or (3) above (if the event of default under (3) above is with respect to less than all series of debt securities then outstanding) occurs and is continuing, either the trustee or the holders of 25% in principal amount of the outstanding debt securities of a series may declare the principal and accrued interest, if any, of all securities of that series to be due and payable. If an event default described in (3) (if the event of default under (3) above is with respect to all sharesseries of securities then outstanding), (4) or (5) above occurs and is continuing, either the trustee or the holders of 25% in principal amount of the outstanding debt securities of all series may declare the principal and accrued interest, if any, of all the outstanding debt securities to be due and payable.
Within 90 days after a default in respect of any series of our debt securities, the trustee must give to the holders of such series notice of all uncured and unwaived defaults by us known to it. However, except in the case of default in payment, the trustee may withhold such notice if it in good faith determines that withholding is in the interest of such holders. The term “default” means, for this purpose, the happening of any event of default, disregarding any grace period or notice requirement.
Before the trustee is required to exercise rights under the indenture at the request, order or direction of holders, it is entitled to be indemnified by such holders, subject to its duty, during an event of default, to act with the required standard of care.
If any event of default has occurred, the holders of a majority in principal amount of the outstanding debt securities of any series (with each series voting as a separate class) may direct the time, method and place of conducting proceedings for remedies available to the trustee, or exercising any trust or power conferred on the trustee, in respect of that series.
We must file an annual certificate with the trustee that we are in compliance with conditions and covenants under the indenture.
The holders of a majority in principal amount of the outstanding debt securities of a series, on behalf of the holders of all debt securities of that series, or the holders of a majority of all outstanding debt securities voting as a single class, on behalf of the holders of all outstanding debt securities may waive some past defaults or events of default, or compliance with certain provisions of the indenture, but may not waive among other things an uncured default in payment of interest or principal.
Modification or Amendment of the Indenture
If we receive the consent of the holders of a majority in principal amount of the outstanding debt securities affected, we may enter into supplemental indentures with the trustee that would:
• add, change or eliminate provisions in the applicable indenture; or
• change the rights of the holders of our debt securities.
However, unless we receive the consent of all of the affected holders, we may not enter into supplemental indentures that would, with respect to the debt securities of those holders:
• change the final maturity;
• reduce the principal amount or any premium;
• reduce the interest rate or extend the time of payment of interest;
• in the case of subordinated debt securities, modifying the subordination provisions in a manner that is adverse to holders of the subordinated debt securities;


12

• in the case of senior debt securities, modifying the securities to subordinate the securities to other indebtedness;
• reduce any amount payable on redemption or provable in bankruptcy;
• reduce the amount of the principal of an original issue discount security that would be payable on acceleration;
• impair or affect the right of any holder to institute suit for payment;
• change any right of the holder to require repayment; or
• reduce the requirement for majority approval of supplemental indentures.
Satisfaction and Discharge of Indenture
The applicable indenture, with respect to any and all series of debt securities (except for certain specified surviving obligations including, among other things, our obligation to pay the principal of or interest, if any, on any debt securities), will be discharged and cancelled upon the satisfaction of certain conditions, including the payment in full of the principal of, and interest, if any, on all of the debt securities of that series or the deposit with the trustee of an amount of cash sufficient for the payment or redemption, in accordance with the indenture.
Defeasance
The indentures include provisions allowing defeasance that we may choose to apply to our debt securities of any series. If we do so, we must deposit with the trustee or another trustee money or U.S. government obligations (or combination thereof) sufficient to make all payments on those debt securities. If we make such a deposit with respect to your debt securities, we may elect:
• to be discharged from all our obligations on your debt securities, except for our obligations to register transfers and exchanges, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the debt securities and to hold moneys for payment in trust (“defeasance”); or
• to be released from covenants with respect to your debt securities that we may specify in accordance with the indenture (“covenant defeasance”).
In order to exercise defeasance, we must deliver to the trustee an opinion of our counsel stating that we have received, or that there has been a publication of, an Internal Revenue Service ruling, or that there has been a change in applicable U.S. federal income tax law, and that as a result of such ruling or change in law, the holders of our debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance had not occurred. In order to exercise covenant defeasance, we must deliver to the trustee an opinion of our counsel stating that the holders of our debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax in the same amounts, in the same manner and at the same time as would have been the case if such covenant defeasance had not occurred. There are additional conditions to defeasance or covenant defeasance which are described in the applicable indenture.
Governing Law and Consent to Jurisdiction
The indentures and the debt securities issued thereunder will be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws.


13

Concerning the Trustee
The indentures contain limitations on the rights of the trustee should it become a creditor of G-III, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim, as security or otherwise. The trustee will be permitted to engage in other transactions with us. However, if the trustee acquires any conflicting interest it must eliminate such conflict or resign or otherwise comply with the Trust Indenture Act.
The indentures provide that, in case an event of default should occur and be continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of his or her own affairs in the exercise of its powers.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of common stock, shown as beneficially owned by them, subject to community property laws where applicable.

Percentage of beneficial ownership after the transaction is based on 15,372,200 shares ofpreferred stock or debt securities. Warrants may be issued independently or together with common stock, outstanding at the completion of this offering.

Except for beneficial ownership of ourpreferred stock, debt securities or positionsrights, and the warrants may be attached to or separate from such securities. We may issue warrants directly or under a warrant agreement to be entered into between us and a warrant agent. We will name any warrant agent in the applicable prospectus supplement. Any warrant agent will act solely as directorsour agent in connection with the warrants of a particular series and will not assume any obligation or officers as reflected below, nonerelationship of agency or trust for or with any holders or beneficial owners of warrants.

The following is a description of the selling stockholders has hadgeneral terms and provisions of any material relationship with us withinwarrants we may issue and may not contain all the past three years. Morris Goldfarb, our Chairman and Chief Executive Officer,information that is an investor in PEC I, LLC, oneimportant to you. You can access complete information by referring to the applicable prospectus supplement. In the applicable prospectus supplement, we will describe the terms of the selling stockholders. Mr. Goldfarbwarrants and PEC I, LLC have agreed that Mr. Goldfarb will have no direct or indirect ownership or economic interest in our securities purchased by PEC I, LLC in our private placement in July 2006 or in our securities purchased by PEC I, LLC from Aron Goldfarb in July 2006.

Except as set forth inany applicable warrant agreement, including, where applicable, the footnotes to the table, the information set forth below under the captions ‘‘Other 5% Holders’’ and ‘‘Other Selling Stockholders’’ has been provided to us by the selling stockholders.


following:
Name and AddressShares Beneficially
Owned Prior To
Offering(1)
Number		PercentNumber Of
Shares
Being
Offered		Shares
Beneficially
Owned After
Offering		Percent
Directors 
 
 
 
 
Morris Goldfarb(2)4,629,488
(3)
31.9
%
1,300,000
3,329,488
21.2
%
Sammy Aaron(2)363,859
(4)
2.6
%
200,000
163,859
1.1
%
Thomas J. Brosig(2)4,500
(5)
*
—
4,500
*
Pieter Deiters(2)6,600
(6)
*
—
6,600
*
Alan Feller(2)19,112
(7)
*
—
19,112
*
Carl Katz(2)173,400
(8)
1.2
%
75,000
(9)
98,400
*
Laura Pomerantz(2)3,000
(10)
*
—
3,000
*
  
 
 
 
 
Willem van Bokhorst
Julianaplein 5
Curaçao, Netherlands Antilles		51,825
(11)
*
—
51,825
*
Richard White(2)33,600
(12)
*
—
33,600
*
Other Executive Officers 
 
 
 
 
Jeanette Nostra(2)173,400
(13)
1.2
%
75,000
98,400
*
Wayne S. Miller(2)102,298
(14)
*
37,500
64,798
*
Deborah Gaertner(2)44,512
(15)
*
7,500
37,012
*
Neal S. Nackman(2)27,000
(16)
*
9,000
18,000
*
Other 5% Holders 
 
 
 
 
S.A.C. Capital Associates, LLC
c/o S.A.C. Capital Advisors, LLC
72 Cummings Point Road
Stamford, CT 06902		881,610
(17)
5.3
%(18)
371,200
510,410
3.3
%


Name and AddressShares Beneficially
Owned Prior To
Offering(1)
Number		PercentNumber Of
Shares
Being
Offered		Shares
Beneficially
Owned After
Offering		Percent
Aron Goldfarb(2)929,532
(19)
6.6
%
500,000
429,532
2.8
%
Wynnefield Capital Group
450 Seventh Avenue, Suite 509
New York, NY 10123		755,035
(20)
5.3
%
—
755,035
4.9
%
Buckingham Capital Management
750 Third Avenue, Sixth Floor
New York, NY 10017		1,113,150
(21)
7.9
%
—
1,113,150
7.2
%
All directors and executive officers as a group (13 persons)5,459,194
(22)
36.7
%
1,629,000
3,830,194
(23)
23.9
%
Other Selling Stockholders 
 
 
 
 
Lee Lipton(2)211,250
(24)
1.5
%
100,000
111,250
*
Andrew Reid(2)211,250
(25)
1.5
%
100,000
111,250
*
David Winn(2)112,500
(26)
*
50,000
62,500
*
Prentice Capital Partners, LP
623 Fifth Avenue, 32nd Floor
New York, NY 10022		64,590
(27) (28)
*
27,200
37,390
*
Prentice Capital Partners QP, LP
623 Fifth Avenue, 32nd Floor
New York, NY 10022		323,950
(28) (29)
2.3
%
136,400
187,550
1.2
%
Prentice Capital Offshore, Ltd.
623 Fifth Avenue, 32nd Floor
New York, NY 10022		712,270
(28) (30)
4.9
%(31)
299,900
412,370
2.7
%
PEC I, LLC
623 Fifth Avenue, 32nd Floor
New York, NY 10022		237,500
(28) (32)
1.7
%
100,000
137,500
*
GPC XLIII, LLC
623 Fifth Avenue, 32nd Floor
New York, NY 10022		155,080
(28) (33)
1.0
%
65,300
89,780
*
• the offering price and aggregate number of warrants offered;
*Less than one percent
• the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security;
(1)For purposes of this table, a person or a group of persons is deemed to have ‘‘beneficial ownership’’ of any shares of common stock when such person or persons have the right to acquire them within 60 days after January 1, 2007. For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares which such person or persons have the right to acquire within 60 days after January 1, 2007 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
(2)The address of such individual is c/o G-III Apparel Group, Ltd., 512 Seventh Avenue, New York, New York 10018.
• the date on and after which the warrants and the related securities will be separately transferable;
(3)Includes (i) 360,000 shares of common stock which may be acquired within 60 days upon the exercise of options; (ii) 195,000 shares of common stock held in a trust, of which Mr. Goldfarb’s wife is one of two trustees with shared voting and dispositive power, for the benefit of Mr. Goldfarb’s daughter; (iii) 195,000 shares of common stock held in a trust, of which Mr. Goldfarb’s wife is one of two trustees with shared voting power, for the benefit of Mr. Goldfarb’s son; (iv) 14,833 shares of common stock owned by Mr. Goldfarb’s wife; (v) 441,300 shares of common stock held by Morris and Arlene Goldfarb as joint tenants; (vi) 37,500 shares of common stock owned by The Morris and Arlene Goldfarb Family Foundation, Inc., of which Mr. Goldfarb is the President and Treasurer; and (vii) 108,375 shares of common stock held by Goldfarb Family Partners, L.L.C., of which Mr. Goldfarb is the Managing Member.
(4)Sammy Aaron has been a director and executive officer of G-III and • the President of our Marvin Richards division since July 11, 2005.
(5)Consistsnumber of shares of common stock whichor preferred stock or principal amounts of debt securities, as the case may be, acquired within 60 dayspurchasable upon the exercise of options.
one warrant and the price at which these securities may be purchased upon such exercise;
(6)
Consists• the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
• the terms of any rights to redeem or call the warrants;
• any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
• the dates on which the right to exercise the warrants will commence and expire;
• the manner in which the warrant agreement and warrants may be modified;
• a discussion of any material U.S. federal income tax considerations of holding or exercising the warrants;
• the terms of the securities issuable upon exercise of the warrants; and
• any other specific terms, preferences, rights or limitations of or restrictions on the warrants.


14

DESCRIPTION OF RIGHTS
We may issue rights to purchase common stock, preferred stock or warrants that we may offer to our securityholders. The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and a bank or trust company, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.
The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:
• the date of determining the security holders entitled to the rights distribution;
• the aggregate number of rights issued and the aggregate number of shares of common stock which may be acquired within 60 days upon the exercise of options.
(7)Includes 10,600 shares of commonor preferred stock which may be acquired within 60 days upon the exercise of options.
(8)Consists of shares of common stock which may be acquired within 60 daysor warrants purchasable upon exercise of options.
the rights;
(9)
Consists of 75,000 shares of common stock which may be acquired within 60 days upon • the exercise of options. The shares indicated as being offered are being sold by Ms. Nostra.
price;
(10)Consists of shares of common stock which may be acquired within 60 days upon the exercise of options.
(11)Includes 33,345 shares• the conditions to completion of common stock which may be acquired within 60 days upon the exercise of options.
rights offering;
(12)
Includes 27,100 shares of common stock• the date on which may be acquired within 60 days upon the right to exercise of options.the rights will commence and the date on which the rights will expire; and
• any applicable federal income tax considerations.

(13)Consists of shares of common stock which may be acquired within 60 days upon the exercise of options. Ms. Nostra has been our President for more than three years.
(14)Consists of shares of common stock which may be acquired within 60 days upon the exercise of options. Mr. Miller is our Chief Operating Officer and has been an executive officer of ours for more than three years.
(15)Includes 8,250 shares of common stock which may be acquired within 60 days upon the exercise of options.
(16)Includes 18,000 shares of common stock which may be acquired within 60 days upon the exercise of options.
(17)Consists of 742,400 shares of common stock and warrants to purchase 139,210 shares of common stock.
Prentice Capital Management, LP manages various investments of S.A.C. Capital Associates, LLC including S.A.C. Capital Associates, LLC’s investments in us. Prentice Capital Management, LP has, except in limited circumstances, the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of our common stock held of record by S.A.C. Capital Associates, LLC. S.A.C. Capital Associates, LLC disclaims beneficial ownership of any securities owned by Prentice Capital Management, LP or its affiliates and the shares of our common stock held of record by S.A.C. Capital Associates, LLC.
(18)Notwithstanding
Each right would entitle the holder of the rights to purchase for cash the amount listed for S.A.C. Capital Associates, LLC, with respect to the warrants held by S.A.C. Capital Associates, LLC, such amount is subject to the exercise limitation set forth in the warrants which prohibits the exercise of the warrants if such action would result in the selling securityholder (together with its affiliates) having beneficial ownership of more than 4.99% of the total issued and outstanding shares of common stock.
(19)Aron Goldfarb, our founder, was a director of ours for more than three years until June 2005.
(20)Information is derived from the Schedule 13G filed with the Securities and Exchange Commission on February 15, 2006 (the Wynnefield Schedule 13G) filed by the Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P.I, Wynnefield Small Cap Value Offshore Fund, Ltd., Channel Partnership II, L.P., Wynnefield Capital Management, LLC, Wynnefield Capital, Inc. and Nelson Obus (collectively, the Wynnefield Capital Group) with the Securities and Exchange Commission, as adjusted for our three-for-two stock split. The Wynnefield Schedule 13G states that the Wynnefield Capital Group is deemed to have beneficial ownership of an aggregate of 755,035 shares of common stock.
(21)Information is derived from the Schedule 13G filed with the Securities and Exchange Commission on May 12, 2006 (the BCM Schedule 13G) by Buckingham Capital Management Incorporated (BCM) , a registered investment advisor, as adjusted for our three-for-two stock split. The BCM Schedule 13G states that BCM is deemed to have beneficial ownership of 1,113,150 shares of common stock.
(22)Includes 747,093 shares of common stock which may be acquired within 60 days upon the exercise of options.
(23)Includes 634,593 shares of common stock which may be acquired within 60 days upon the exercise of options.
(24)Mr. Lipton has been employed as Vice President of our Marvin Richards division since July 11, 2005.
(25)Mr. Reid has been employed as Vice President of our Marvin Richards division since July 11, 2005.
(26)Includes 37,500 shares of common stock which may be acquired within 60 days upon the exercise of options. Mr. Winn has been employed as President of our Winlit division since July 11, 2005.
(27)Consists of 54,400 shares of common stock and warrants to purchase 10,190 shares of common stock.
(28)Prentice Capital GP, LLC (‘‘Prentice Capital GP’’) has investment and voting power with respect to our securities held by the following entities (the ‘‘Domestic Funds’’): (i) Prentice Capital Partners, LP, (ii) Prentice Capital Partners QP, LP, and (iii) GPC XLIII, LLC. Prentice Capital Management, LP has investment and voting power with respect to our securities held by the following entities (the ‘‘Other Funds’’): (i) Prentice Capital Offshore, Ltd. and (ii) S.A.C. Capital Associates, LLC (except in limited circumstances). Mr. Michael Zimmerman controls Prentice Capital Management, LP, Prentice Capital GP and Prentice Management GP, LLC. Each of Prentice Capital Management, Prentice Capital GP, Prentice Management GP, LLC and Mr. Zimmerman disclaims beneficial ownership of any of these securities. Each Domestic Fund and Other Fund disclaims beneficial ownership of any of the securities not held by such Domestic Fund or Other Fund.
(29)Consists of 272,800 shares of common stock and warrants to purchase 51,150 shares of common stock.
(30)Consists of 599,800 shares of common stock and warrants to purchase 112,470 shares of common stock.
(31)Notwithstanding the amount listed for Prentice Capital Offshore, Ltd., with respect to the warrants held by Prentice Capital Offshore, Ltd., such amount is subject to the exercise limitation set forth in the warrants which prohibits the exercise of the warrants if such action would result in the selling securityholder (together with its affiliates) having beneficial ownership of more than 4.99% of the total issued and outstanding shares of common stock.
(32)Consists of 200,000 shares of common stock and warrants to purchase 37,500 shares of common stock.
(33)Consists of 130,600 shares of common stock and warrants to purchase 24,480 shares of common stock.

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, each of the underwriters named below has severally agreed to purchase from us and the selling stockholders the aggregate number of shares of common stock set forth opposite its name below:


UnderwritersNumber of
Shares
Thomas Weisel Partners LLC[•]
Total4,500,000

Of the 4,500,000 shares to be purchased by the underwriters, 1,121,000 shares will be purchased from us and 3,379,000 will be purchased from the selling stockholders.

The underwriting agreement provides that the obligations of the several underwriters are subject to various conditions, including approval of legal matters by counsel. The underwriters are required to purchase and pay for all of the shares of commonor preferred stock listed above if any are purchased.

Thomas Weisel Partners LLC expects to deliver the shares of common stock to purchasers on or about       , 2007.

Over-Allotment Option

We have granted a 30-day over-allotment option to the underwriters to purchase up to a total of 675,000 additional shares of our common stock from uswarrants at the public offeringexercise price less the underwriting discount payable, as set forth on the cover page of this prospectus. If the underwriters exercise this option in whole or in part, then each of the underwriters will be separately committed, subject to the conditions described in the underwriting agreement, to purchase the additional shares of our common stock in proportion to their respective commitments set forth in the table above.

Commissions and Discounts

The underwriters proposeapplicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.

If less than all of the rights issued in any rights offering are exercised, we may offer the shares of common stockany unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the public atapplicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the public offering price set forth on the cover page of this prospectus, and at this price less a concession notsecurities being offered hereby in excess of $        per share of common stock to other dealers specified in a master agreement among underwriters who are membersone or more of the National Association of Securities Dealers, Inc. The underwriters may allow, and the other dealers specified may reallow, concessions not in excess of $        per share of common stockfollowing ways from time to these other dealers. After this offering, the offering price, concessions and other selling terms may be changed by the underwriters. Our common stock is offered subject to receipt and acceptance by the underwriters and to other conditions, including the right to reject orders in whole or in part.


The following table summarizes the compensation to be paid to the underwriters by us and the selling stockholders and the proceeds, before expenses, payable to us and the selling stockholders:


time:
 • through agents to the public or to investors;
 Total
 • Per ShareWith
Over-Allotment		Without
Over-Allotmentto one or more underwriters or dealers for resale to the public or to investors;
Public offering price
• in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, to or through a market maker or into an existing trading market, or an exchange or otherwise;
• $directly to investors in privately negotiated transactions; or
• through a combination of these methods of sale.
The securities that we distribute by any of these methods may be sold, in one or more transactions, at:
• a fixed price or prices, which may be changed;
• $market prices prevailing at the time of sale;


15

• prices related to prevailing market prices; or
• $negotiated prices.
We will set forth in a prospectus supplement the terms of the offering of our securities, which will include, if applicable:
Underwriting discount• the name or names of any agents or underwriters;
 
• 		the purchase price of our securities being offered and the proceeds we will receive from the sale;
 
• 		any over-allotment options under which underwriters may purchase additional securities from us;
 
• 		any agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation;
Proceeds, before expenses, to us
 
• 		the public offering price;
 
• 		any discounts or concessions allowed or reallowed or paid to dealers; and
 
Proceeds, before expenses, to the selling stockholders• 
any securities exchanges on which such common stock may be listed.

Underwriters
Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. We estimate thatwill identify in the total expenses of this offering, excluding the underwriting discount,applicable prospectus supplement any underwriters, dealers or agents and will be approximately $500,000.

Indemnification of Underwriters

describe their compensation. We and the selling stockholders will indemnifymay have agreements with the underwriters, dealers and agents to indemnify them against somespecified civil liabilities, including liabilities under the Securities ActAct. Underwriters, dealers and agents may engage in transactions with or perform services for us or our subsidiaries in the ordinary course of 1933, as amended. their businesses.

If we or the selling stockholders are unable to provide this indemnification, we and the selling stockholders will contribute to paymentsuse underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may be required to makeresell the securities in respectone or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of those liabilities.

No Salessale. The obligations of Similar Securities

Our directors and executive officers and the selling stockholders have agreed with the underwriters to purchase the securities will be subject to certain exceptions, notthe conditions set forth in the applicable underwriting agreement. The underwriters will be obligated to offer, sell,purchase all the securities offered if they purchase any of the securities offered. We may change from time to time any initial public offering price and any discounts or concessions the underwriters allow or reallow or pay to dealers. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement naming the underwriters the nature of any such relationship.

Agents
We may designate agents who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing basis.
Direct Sales
We may also sell securities directly to one or indirectly,more purchasers without using underwriters or agents.
Trading Markets and Listing of Securities
Unless otherwise disposespecified in the applicable prospectus supplement, each class or series of any shares ofsecurities will be a new issue with no established trading market, other than our common stock, or any securities convertible into or exercisable or exchangeable for shares of our common stock, without the prior written consent of Thomas Weisel Partners LLC for a period of 90 days after the date of this prospectus.

We have agreed that for a period of 90 days after the date of this prospectus, we will not, without the prior written consent of Thomas Weisel Partners LLC, offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, except for (1) the shares of common stock offered in this offering, (2) any shares of our common stock issuable upon exercise of options or warrants outstanding on the date of this prospectus, and (3) any shares of our common stock issued as consideration for the acquisition of another entity or in connection with a license, joint venture or similar arrangement in an amount not to equal or exceed 20% of the number of shares of our common stock outstanding immediately following this offering.

The 90-day restricted period described in the preceding paragraphs will be automatically extended if: (1) during the last 17 days of the 90-day restricted period we release earnings results or announce material news or a material event; or (2) prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 15-day period following the last day of the 90-day period, then in each case the restrictions described in the preceding paragraphs will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event.

Nasdaq Global Market Listing

Our common stockwhich is quotedtraded on the Nasdaq Global Market under the symbol ‘‘GIII.’’

Short Sales, Stabilizing Transactions and Penalty Bids

In orderSelect Market. We may elect to facilitate this offering, persons participatinglist any other class or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in this offering may engage in transactions that stabilize, maintaina class or otherwise affect the priceseries of our common stock during and after this offering. Specifically,securities, but the underwriters will not be obligated to do so and may engagediscontinue any market


16

making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.
Stabilization Activities
In connection with an offering, an underwriter may purchase and sell securities in the following activities in accordance with the rules of the SEC.

Shortopen market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales.    Short Shorts sales involve the salessale by the underwriters of a greater number of sharessecurities than they are required to purchase in thisthe offering. Covered“Covered” short sales are short sales made in an amount not


greater than the underwriters’ option to purchase additional securities from us, if any, in the offering. If the underwriters have an over-allotment option to purchase additional sharessecurities from us, in this offering. Thethe underwriters may close out any covered short position by either exercising their over-allotment option to purchase shares or purchasing sharessecurities in the open market. In determining the source of sharessecurities to close out the covered short position, the underwriters willmay consider, among other things, the price of sharessecurities available for purchase in the open market as compared to the price at which they may purchase sharessecurities through the over-allotment option. Naked“Naked” short sales are any short sales in excess of such option or where the underwriters do not have an over-allotment option. The underwriters must close out any naked short position by purchasing sharessecurities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stocksecurities in the open market after pricing that could adversely affect investors who purchase in thisthe offering.

Stabilizing transactions.    The underwriters may make bids for

Accordingly, to cover these short sales positions or purchases of the shares for the purpose of pegging, fixingto otherwise stabilize or maintainingmaintain the price of the shares, so long as stabilizing bids do not exceed a specified maximum.

Penalty bids.    Ifsecurities, the underwriters may bid for or purchase sharessecurities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in a stabilizing transactionthe offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization transactions or syndicate covering transaction, they may reclaim a selling concession from the underwriters and selling group members who sold those shares as partotherwise. The effect of this offering. Stabilization and syndicate coveringthese transactions may causebe to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The impositions of a penalty bid may also effect the price of the sharessecurities to be higher thanthe extent that it would be in the absence of these transactions. The imposition of a penalty bid might also have an effect on the pricediscourages resale of the shares if it discourages presalessecurities. The magnitude or effect of the shares.

Theany stabilization or other transactions aboveis uncertain. These transactions may occurbe effected on the Nasdaq Global Select Market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. If these transactions areotherwise and, if commenced, they may be discontinued without notice at any time.

Each of the underwriters has represented and agreed that:

(a) it has not made or will not make an offer of shares to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or FSMA, except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by us of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority;

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to us; and

(c) it has complied with, and will comply with, all applicable provisions of FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, which we refer to as a Relevant Member State, each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, which we refer to as the Relevant Implementation Date, it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;


(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than € 43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(c) in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of shares to the public’’ in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/ EC and includes any relevant implementing measure in each Relevant Member State.


LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus will be passed upon for us by Fulbright & Jaworski L.L.P., New York, New York. Certain legal matters relating to the offering will be passed upon for the underwriters by Morgan, Lewis & Bockius LLP, New York, New York.

EXPERTS

The consolidated financial statements of G-III Apparel Group, Ltd. and subsidiaries appearing in G-III Apparel Group’sGroup Ltd.’s Annual Report (Form(Form 10-K) for the year ended January 31, 20062009 (including schedulesthe schedule appearing therein), and the effectiveness of G-III Apparel Group Ltd.’s internal control over financial reporting as of January 31, 2009, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reportreports thereon included therein, and incorporated herein by referencereference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such reportfinancial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

The combined financial statements

LEGAL MATTERS
Certain legal matters, including the legality of J. Percythe securities offered, will be passed upon for Marvin Richards, Ltd. and CK Outerwear, LLC as of December 31, 2004 andus by our counsel, Fulbright & Jaworski L.L.P., New York, New York. If the securities are distributed in an underwritten offering, certain legal matters will be passed upon for the year then ended appearingunderwriters by counsel identified in our Form 8-K/A filed on September 27, 2005, have been audited by Eisner LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.applicable prospectus supplement.


17

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other informationdocuments with the SecuritiesSEC. You may read and Exchange Commission (SEC). We have also filed with the SEC a registration statement on Form S-3 to register the securities being offered in this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement. For further information about us and the securities offered in this prospectus, please refer to the registration statement and its exhibits. Our SEC filings may be inspected and copiedcopy any document we file at the SEC’s Public Reference Roompublic reference room at 100 F Street, N.E., Room 1580, Washington, D.C.DC 20549. PleaseYou should call the SEC at 1-800-SEC-0330 for furthermore information on the operation of the Public Reference Room. Thepublic reference room. Our SEC maintains anfilings are also available to you on the SEC’s Internet site thatathttp://www.sec.gov. The SEC’s Internet site contains reports, proxy and information statements, and other information regarding issuers including us, that file electronically with the SEC. These
This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus regarding us, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC filings are availableat the address listed above or from the SEC’s website at http://www.sec.gov. More information about us can be obtained by visiting our website at Internet site.
Our Internet address ishttp://www.g-iii.com.


 The information on our Internet website is not incorporated by reference in this prospectus.

INCORPORATION OF CERTAIN INFORMATIONDOCUMENTS BY REFERENCE

The SEC allows us to ‘‘incorporate by reference’’ in“incorporate” into this prospectus the information that we have filedfile with them.the SEC in other documents. This means that we can disclose important information to you in this document by referring you to other filingsdocuments that contain that information. Any information that we have made with the SEC. The information incorporatedincorporate by reference is considered to be part of this prospectus. We incorporateThe documents and reports that we list below are incorporated by reference theinto this prospectus. In addition, all documents listed below:

• Our annual report on Form 10-K for the fiscal year ended January 31, 2006 and the amendment thereto on Form 10-K/A filed on May 8, 2006;
• Our quarterly reports on Form 10-Q for the fiscal quarters ended April 30, 2006, July 31, 2006 and October 31, 2006, filed on June 8, 2006, September 13, 2006 and Decemberand reports which we file pursuant to Section 13(a), 13(c), 14 2006;
• Our current reports on Form 8-K filed on February 7, 2006, March 2, 2006, March 7, 2006, July 14, 2006 and August 1, 2006;
• The description of our capital stock contained in our Form 8-K filed on May 1, 2006; and
• The financial statements and other information concerning our acquisition of Marvin Richards set forth in our Form 8-K filed on July 15, 2005 and the amendment thereto on Form 8-K/A filed on September 27, 2005.

This prospectus may contain information that updates, modifies or is contrary to information in one or more15(d) of the documentsExchange Act after the date of this prospectus are incorporated by reference in this prospectus.

prospectus as of the respective filing dates of these documents and reports. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will automatically update and supersede information contained in this prospectus, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the old information.

We have filed the following documents with the SEC. These documents are incorporated herein by reference as of their respective dates of filing:
(1) our annual report onForm 10-K, for the fiscal year ended January 31, 2009, filed on April 16, 2009;
(2) our quarterly report onForm 10-Q for the quarterly period ended April 30, 2009, filed on June 9, 2009;
(3) our quarterly report onForm 10-Q for the quarterly period ended July 31, 2009, filed on September 8, 2009;
(4) our current reports onForm 8-K filed on February 3, 2009, April 7, 2009, April 21, 2009, July 23, 2009 and September 16, 2009; and
(5) the description of our capital stock contained in ourForm 8-K filed on May 1, 2006.
All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 andor 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment whichthat indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shallwill be deemed to be incorporated by reference hereinin this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.


18

Upon your written or oral

You may request wea copy of these documents, which will providebe provided to you at no cost, to you, a copy of any and all of the reports or documents that are incorporated by reference in this prospectus. Copies of any and all reports or documents that are incorporated by reference in this prospectus may be accessed at our website at http://www.g-iii.com.

Requests for such documents should be directed to:

Neal S. Nackman
Chief Financial Officer
contacting:

G-III Apparel Group, Ltd.
512 Seventh Avenue
New York, New York 10018
Attention: Chief Financial Officer
(212) 403-0500




4,500,000 Shares
Common Stock

Thomas Weisel Partners LLC

Neither we nor any of the underwriters has authorized anyone to provide information different from that contained in this prospectus. When you make a decision about whether to invest in our common stock, youYou should not rely upon any information other thanonly on the information in this prospectus. Neither the delivery of this prospectus nor the sale of our common stock means that information contained in this prospectus, including information incorporated by reference as described above, or any prospectus supplement that we have specifically referred you to. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is correct afteraccurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus. This prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to sell or a solicitation of an offer to buy these shares of common stock in any circumstances under whichthe securities if the person making the offer or solicitation is unlawful.not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.


19



PART II


INFORMATION NOT REQUIRED IN PROSPECTUS

ITEMItem 14.Other Expenses of Issuance and Distribution.Distribution

The following table sets forthitemizes the various fees and expenses expected to be incurred by us in connection with the saleissuance and distributionregistration of the securities being registered hereby, other than the underwriting discount.hereunder. All of the amounts shown are estimatedestimates except for the SECSecurities and Exchange Commission registration fee and the NASD filing fee.


     
Securities and Exchange Commission registration fee $16,740 
Accounting fees and expenses*  15,000 
Legal fees and expenses*  35,000 
Blue sky fees and expenses*  5,000 
Transfer agent and listing fees*  2,000 
Miscellaneous*  6,260 
     
Total $80,000 
     
 Amount
SEC Registration Fee$10,510
NASD Filing Fee$10,322
Printing and Engraving Fee$100,000
Legal Fees and Expenses$175,000
Accounting Fees and Expenses$100,000
Transfer Agent and Registrar Fee$5,000
Miscellaneous expenses$99,168
Total$500,000

The selling stockholders will not bear any of the expenses in this offering.

ITEM*Does not include expenses of preparing prospectus supplements and other expenses relating to offerings of particular securities.
Item 15.Indemnification of Directors and Officers.Officers

The General Corporation Law of the State of Delaware (the ‘‘GCL’’“GCL”) authorizes Delaware corporations to eliminate or limit the personal liability of a director to the corporation or a stockholder for monetary damages for breach of certain fiduciary duties as a director, other than his duty of loyalty to the corporation and its stockholders, or for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, and the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper benefits. Article VI of our bylaws provides for the indemnification of our officers and directors to the fullest extent permitted under the GCL. Insofar as indemnification for liabilities arising under the Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.


II-1

ITEMItem 16.Exhibits.Exhibits

The following exhibits are filed herewith or incorporated by reference herein:
     
Exhibit
  
Number
 
Exhibit Title
 
 1.1* Form of Underwriting Agreement by and among the Company and the underwriters named therein.
 3.1 Certificate of Incorporation (previously filed as an exhibit to G-III’s Registration Statement onForm S-1(No. 33-31906), which exhibit is incorporated herein by reference).
 3.2 Certificate of Amendment of Certificate of Incorporation, dated June 8, 2006, (previously filed as an exhibit to G-III’s Quarterly Report onForm 10-Q for the fiscal quarter ended July 31, 2006 filed on September 13, 2006, which exhibit is incorporated herein by reference).
 3.3 By- laws, as amended (previously filed as an exhibit to G-III’s Annual Report onForm 10-K for the fiscal year ended January 31, 2008, filed on April 15, 2008, which exhibit is incorporated herein by reference).
 3.4 Form of Common Stock Certificate (previously filed as an exhibit to G-III’s Registration Statement onForm 8-A(No. 33-31906), which exhibit is incorporated herein by reference).
 3.5* Form of Certificate of Designations, Rights and Preferences of Preferred Stock.
 3.6* Form of Certificate for Preferred Stock.
 4.1 Form of Senior Debt Securities Indenture (including form of Senior Note).
 4.2 Form of Subordinated Debt Securities Indenture (including form of Subordinated Note).
 4.3* Form of Warrant Agreement and Warrant Certificate.
 4.4* Form of Rights Certificate.
 4.5* Form of Rights Agent Agreement or Subscription Agent Agreement.
 5.1 Opinion of Fulbright & Jaworski L.L.P.
 12.1 Statement Regarding Computation of Ratios of Earnings to Fixed Charges.
 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
 23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibits 5.1 and 8.1).
 24.1 Power of Attorney of Morris Goldfarb.
 24.2 Power of Attorney of Neal S. Nackman.
 24.3 Power of Attorney of Sammy Aaron.
 24.4 Power of Attorney of Thomas J. Brosig.
 24.5 Power of Attorney of Alan Feller.
 24.6 Power of Attorney of Jeffrey Goldfarb.
 24.7 Power of Attorney of Laura Pomerantz.
 24.8 Power of Attorney of Willem van Bokhorst.
 24.9 Power of Attorney of Richard White.
 25.1* Statement of Eligibility onForm T-1 under the Trust Indenture Act of 1939, as amended, with respect to the Senior Debt Securities.
 25.2* Statement of Eligibility onForm T-1 under the Trust Indenture Act of 1939, as amended, with respect to the Subordinated Debt Securities.
Exhibit No.Description
1.1Form of Underwriting Agreement.*
  5.1Opinion of Fulbright & Jaworski L.L.P.*
23.1Consent of Fulbright & Jaworski L.L.P. (to be included in Exhibit 5.1).*
23.2Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
23.3Consent of Independent Registered Public Accounting Firm, Eisner LLP.
24.1Power of Attorney (on signature page).
*To be filedincorporated by amendment.reference in connection with the offering of securities.


II-2

ITEMItem 17.Undertakings.Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(i)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
Provided, however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a


II-3

purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(C) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(D) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is

II-1



against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(E) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) Forfile an application for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filingeligibility of the registrant’s annual report pursuanttrustee to section 13(a) or section 15(d)act under subsection (a) of Section 310 of the Securities ExchangeTrust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Trust Indenture Act.


II-4

II-2



SIGNATURES

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-3 and has duly caused this Registration Statement on Form S-3registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 3, 2007.


October 23, 2009.
G-III APPAREL GROUP, LTD.
 G-III APPAREL GROUP, LTD.
By:/s/  NEAL S. NACKMAN
Name:Neal S. Nackman
Title:Chief Financial Officer
Morris Goldfarb


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints MORRIS GOLDFARB, WAYNE S. MILLER and NEAL S. NACKMAN, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, and in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, and any subsequent registration statement for the same offering which may be filed under Rule 462(b), with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Morris Goldfarb
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3registration statement has been signed below by the following persons in the capacities and on the date or dates indicated.

Signature
Title
Date
/s/  Morris Goldfarb

Morris Goldfarb		Director, Chairman of the Board and Chief Executive Officer (principal executive officer)
(Principal Executive Officer)		January 3, 2007October 23, 2009
Morris Goldfarb
/s/  Neal S. Nackman

Neal S. Nackman		Chief Financial Officer and Treasurer (principal financial(Principal Financial and accounting officer)Accounting Officer)January 3, 2007October 23, 2009
Neal S. Nackman
/s/  Sammy Aaron

Sammy Aaron		Director and Vice ChairmanJanuary 3, 2007October 23, 2009
Sammy Aaron
/s/  Thomas J. Brosig
DirectorJanuary 3, 2007

Thomas J. Brosig
/s/ Pieter DeitersDirectorJanuary 3, 2007October 23, 2009
Pieter Deiters
/s/  Alan Feller

Alan Feller		DirectorJanuary 3, 2007October 23, 2009
Alan Feller
/s/  Jeffrey Goldfarb

Jeffrey Goldfarb		DirectorOctober 23, 2009
/s/
Carl Katz		DirectorJanuary 3, 2007
Carl Katz
/s/  Laura Pomerantz

Laura Pomerantz		DirectorJanuary 3, 2007October 23, 2009
Laura Pomerantz
/s/  Willem van Bokhorst
DirectorJanuary 3, 2007

Willem van Bokhorst
DirectorOctober 23, 2009
/s/  Richard White

Richard White		DirectorJanuary 3, 2007
Richard White
October 23, 2009


EXHIBIT INDEX



II-5

Exhibit No.Description
1.1Form of Underwriting Agreement.*
5.1Opinion of Fulbright & Jaworski L.L.P.*
23.1Consent of Fulbright & Jaworski L.L.P. (to be included in Exhibit 5.1).*
23.2Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
23.3Consent of Independent Registered Public Accounting Firm, Eisner LLP.
24.1Power of Attorney (on signature page).
*To be filed by amendment.