UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 11-K

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2007

 

Commission file number: 0-19848

 

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Fossil, Inc. Savings and Retirement Plan

 

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Fossil, Inc.

2280 N. Greenville Avenue

Richardson, Texas 75082

 

 



 

FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

 

Financial Statements as of December 31, 2007 and 2006 and for the
Year Ended December 31, 2007, Supplemental Schedule as of
December 31, 2007, and
Report of Independent Registered Public Accounting
Firm

 



 

FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

2

 

 

Financial Statements:

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006

3

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007

4

 

 

Notes to Financial Statements

5

 

 

Supplemental Schedule:

 

 

 

Schedule H, Part IV, Line 4i Schedule of Assets (Held at End of Year) December 31, 2007

9

 

 

Consent of Independent Registered Public Accounting Firm

10

 

NOTE:  The accompanying financial statements have been prepared in part for the purpose of filing with the Department of Labor’s Form 5500.  Supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than the schedule listed above, are omitted because of the absence of the conditions under which they are required.

 

1



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Investment Committee
Fossil, Inc. Savings and Retirement Plan
Richardson, Texas

 

We have audited the accompanying statements of net assets available for benefits of the Fossil, Inc. Savings and Retirement Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 3, at December 31, 2007 and 2006, the Plan held $7.3 million and $6.1 million, respectively, of investments in Common Collective Trusts, whose fair values were determined by the Trustee in the absence of readily available market information. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material for this class of investments. This class of investments represent 23.6 % and 24.8% of total Plan assets at December 31, 2007 and 2006, respectively.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents as of December 31, 2007, is presented for the purpose of additional analysis and is not a required part of the basic 2007 financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2007 financial statements taken as a whole.

 

/s/ Deloitte & Touche LLP

 

 

 

Dallas, Texas

 

June 30, 2008

 

 

2



 

FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Investments, at Fair Value:

 

 

 

 

 

Mutual Funds

 

$

19,377,981

 

$

15,861,997

 

Fossil, Inc. Common Stock

 

3,453,527

 

2,200,127

 

Common Collective Trusts

 

7,272,093

 

6,123,453

 

Participant Loans

 

485,327

 

383,532

 

Total Investments

 

30,588,928

 

24,569,109

 

 

 

 

 

 

 

Cash

 

(8,693

)

11,129

 

Contributions Receivable:

 

 

 

 

 

Employer

 

35,134

 

30,780

 

Employee

 

140,970

 

117,660

 

 

 

 

 

 

 

TOTAL ASSETS

 

30,756,339

 

24,728,678

 

 

 

 

 

 

 

LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

 

 

 

 

 

 

 

 

Payable Due to (from) Fossil Partners, L.P.

 

(11,525

)

(2,532

)

Payable Due to Brokers

 

2,946

 

13,724

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

(8,579

)

11,192

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE

 

30,764,918

 

24,717,486

 

 

 

 

 

 

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(7,940

)

48,922

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

30,756,978

 

$

24,766,408

 

 

See notes to financial statements.

 

3



 

FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

FOR THE YEAR ENDED DECEMBER 31, 2007

 

Net Assets Available for Benefits, Beginning of Year

 

$

24,766,408

 

 

 

 

 

Investment Income:

 

 

 

Net Appreciation in Fair Value of Investments

 

1,316,365

 

Interest and Dividends

 

1,659,303

 

Total Investment Income

 

2,975,668

 

 

 

 

 

Contributions:

 

 

 

Employer

 

969,165

 

Employee

 

3,687,637

 

Rollovers

 

435,604

 

Total Contributions

 

5,092,406

 

 

 

 

 

Total Additions

 

8,068,074

 

 

 

 

 

Deductions:

 

 

 

Benefits Paid

 

2,052,894

 

Corrective Distributions

 

24,610

 

Total Deductions

 

2,077,504

 

 

 

 

 

Net Increase in Net Assets Available for Benefits

 

5,990,570

 

 

 

 

 

Net Assets Available for Benefits, End of Year

 

$

30,756,978

 

 

See notes to financial statements.

 

4



 

FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

 

NOTE 1 – DESCRIPTION OF PLAN

 

The following brief description of the Fossil, Inc. Savings and Retirement  Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

Plan Organization, Amendments, and General Provisions:  The Plan is a defined contribution plan covering eligible employees of eligible U.S. Fossil subsidiaries. The purpose of the Plan is to encourage employees to accumulate savings for their retirement. The Plan is sponsored and administered by Fossil, Inc. (the “Employer” or “Fossil”). The Plan’s trustee responsibilities and investments are held by Wachovia Bank, N.A. (the “Trustee”).

 

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

Eligibility, Contributions and Vesting:   The Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and permits elective contributions in accordance with Section 401(k) of the Code.  Prior to May 1, 2003, employees were eligible to make salary deferral contributions after completing a year of eligibility service (i.e. completing 1,000 hours of service in a twelve month period beginning on date of hire and anniversaries thereof). Salaried employees are credited with 45 hours of service for each week during which they are employed by Fossil, and hourly employees are credited with their actual hours of service. Effective on May 1, 2003, employees became eligible to make salary deferrals as of their date of employment. The maximum salary deferral contribution per year through June 30, 2004, was 15% of gross pay for the year, subject to Code limitations. Effective July 1, 2004, non-highly compensated employees are able to defer up to 100% of gross pay (less applicable taxes), into the Plan, subject to Code limitations of $15,500 and $15,000 for 2007 and 2006, respectively. Effective January 1, 2004, highly compensated employee’s contributions were capped at 4%. This percentage was increased to 5% on May 1, 2004. Effective October 1, 2006, newly hired employees are automatically enrolled in the Plan 90 days after their hire date, with 3% of gross pay deferred from their paychecks. Participants who reach the age of 50 by the end of the Plan year are eligible to contribute another $5,000 for 2007 and 2006. Under the terms of the Plan, certain types of compensation (i.e. tuition reimbursements, severance, certain special bonus etc.) are excluded in determining “gross pay” for contribution purposes. The Plan document provides for limitations on salary deferral contributions in the event of a hardship withdrawal that is, in whole or in part, from the participant’s salary deferral account. Fossil makes a discretionary matching contribution.  Participants are eligible to receive matching contributions after completing a year of eligibility service.  For 2007 and 2006, this matching contribution was at the rate of 50% of the first 3% of the participant’s salary that was deferred, and at the rate of 25% of the next 3% thereof.  Fossil may also make additional profit sharing contributions in its discretion.  No such additional discretionary contributions were made for 2007 or 2006. Vesting in salary deferral and rollover contributions is 100%. Vesting in matching contributions is 20% per year of vesting service. An employee is credited with a year of vesting service for each calendar year in which the participant completes at least 1,000 hours of service.  Participants are fully vested after five years of service.  Forfeitures of non-vested employer matching contributions were used to pay Plan expenses of $11,900 for 2007. There were no forfeitures used to offset employer matching contributions in 2007.

 

Participants can elect to have their contributions invested in any of several investment options (see Note 3). The participants can change elections and can also reallocate existing funds between available investment options on a daily basis.  Notwithstanding the foregoing, in accordance with and by application of applicable securities laws and the Fossil Insider Trading Policy, along with the corresponding Addendum to Insider Trading Policy for Executive Officers, Directors and Designated Employees, both dated August 31, 2005 (“Policy and Addendum”), executive officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, and certain designated employees of Fossil and its subsidiaries (collectively, “Covered Persons”) who have access to material nonpublic information about Fossil will be required to obtain pre-clearance from the General Counsel of Fossil or other designated officers of Fossil before engaging in any transaction involving Fossil securities, and Covered Persons will not be cleared

 

5



 

to trade in Fossil securities in accordance with the Policy and Addendum during certain quarterly blackout periods and during certain blackout periods that may arise from time to time out of the occurrence of material nonpublic events, subject to certain exceptions as explained further in the Policy and Addendum.  Each Covered Person receives a copy of the Policy and Addendum and, thus, were notified and understood that they should not make any elections under the 401(k) Plan involving the Fossil stock fund or otherwise trade their shares of Fossil stock under the 401(k) Plan in violation of the Policy and Addendum.

 

Participant Loans:   Loans are available to all participants at the current prime lending rate of the trustee, plus 1%, with required repayments through biweekly payroll deductions over no more than five years.  In the event that loans are used to acquire the participant’s principal residence, the repayment period may be extended beyond five years.  A participant may pay off any remaining loan balance at any time directly to the Trustee.  Loan issuances must be at least $1,000 and are limited to the lesser of $50,000 or 50% of the participant’s vested account balance.  Fossil exercises sole discretion over making loans to participants.  Loan balances for active participants that have not had payments credited within 90 days are considered defaulted loans and are recorded as deemed distributions to the participant.

 

Distribution of Benefits:   Distributions of vested benefits may be made to a participant upon retirement, disability, death, or termination of employment.  Prior to the age of 59½, a participant, while still employed, may make a withdrawal from any of his vested accounts to the extent necessary to satisfy an immediate and substantial financial need, as defined in Section 401(k) of the Code, subject to certain conditions contained in the Plan document.  Subsequent to age 59½, the participant may withdraw all or any portion of his vested accounts at any time.  Distributions of vested benefits under the Plan are paid to the participant in the form of a lump sum payment.  Any withdrawals from the Plan will be subject to federal income tax and withholding (at a 20% rate).  An additional 10% excise tax will be imposed on the withdrawn amount if the distribution is made before the participant attains age 59½, except that the additional 10% tax is not imposed on distributions made by reason of death, disability, termination of employment after age 55, a qualified domestic order, and other reasons enumerated in the Code.  Taxation (and withholding) may be postponed by transferring the distributable amounts to an individual retirement account, to an annuity described in Section 403(b) of the Code, to a plan described in Section 457(b) of the Code maintained by certain governmental entities, or to another qualified plan within 60 days.

 

Amendment or Termination:   Fossil has reserved the right to amend, modify, or terminate the Plan at any time, subject to the Plan document and applicable laws and regulations. Fossil has no intentions of terminating the Plan and is not aware of any occurrences that could reasonably result in the termination of the Plan. In the event of Plan termination, participants will become 100% vested in their entire account.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting:   The accounting records of the Plan are maintained on the accrual basis of accounting.

 

Use of Estimates:   The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein.  Actual results could differ from those estimates.  The Plan utilizes various investment instruments.  Investment securities, in general, are exposed to various risks such as interest rate, credit, and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits.

 

Investments:   Investments are presented in the financial statements at fair value determined by quoted market prices at the end of the year.  The Plan invests in units of two common collective trusts sponsored by the Trustee.  Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds based on the fair market value of the underlying investments.  The common collective trust fund with underlying investments in investment contracts is valued at fair market value of the underlying investments and then adjusted by the issuer to contract value.  Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end.  The change in the difference between fair value and the cost of the investments, including realized gains and losses, is reflected in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments during the year.  Interest and dividend income are recorded on an accrual basis.

 

6



 

Adoption of New Accounting Guidance:   In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS no. 157), Fair Value Measurements.  SFAS No.157 established a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurement.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  Plan management has not completed the process of evaluating the impact that will result from adopting SFAS No. 157.  Plan management is therefore unable to disclose the impact that adopting SFAS No. 157 will have on its financial status and changes therein when such statement is adopted.

 

Expenses:   Expenses incurred by the Plan are paid either by forfeitures or by Fossil.

 

Payment of Benefits:   Benefits are recorded when paid and $75,551and $34,002 were allocated to withdrawing participants included within plan assets as of December 31, 2007 and 2006, respectively.

 

NOTE 3 – PLAN INVESTMENTS

 

The following presents investments that represent 5 percent or more of the Plan’s net assets:

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Wachovia Diversified Stable Value Fund

 

$

6,600,023

 

$

5,514,414

 

Growth Fund of America Class R-3

 

4,514,242

 

3,930,951

 

Van Kampen Equity and Income Class A

 

3,114,126

 

3,178,586

 

Fossil, Inc. Common Stock

 

3,453,527

 

2,200,127

 

 

At December 31, 2007 and 2006, the Plan held $7.3 million and $6.1 million, respectively, of investments in Common Collective Trusts, whose fair values were determined by the Trustee in the absence of readily available market information. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material for this class of investments. This class of investments represent 23.6 % and 24.8% of total Plan assets at December 31, 2007 and 2006, respectively.

 

The following table details the net appreciation (depreciation) in fair value by type of investment (including investments bought, sold, and held during the year):

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

2007

 

 

 

 

 

Mutual Funds

 

$

(658,049

)

Common Collective Trusts

 

207,857

 

Fossil, Inc. Common Stock

 

1,766,557

 

Net Appreciation in Fair Value of Investments

 

$

1,316,365

 

 

7



 

NOTE 4 – INCOME TAX STATUS

 

Fossil has adopted an amended and restated prototype plan document, on which the Internal Revenue Service issued a determination letter dated August 19, 2004, stating that the Plan qualifies under section 401(a) of the Internal Revenue Code of 1986, as amended, and is exempt from federal income tax under section 501(a).  Management believes that the Plan has been operated in a manner that did not jeopardize this tax status.

 

Salary deferral and catch-up contributions made by participants, matching employer contributions, profit sharing employer contributions, interest, dividends, and earnings need not be reported by participants for federal income tax purposes until their account is wholly or partially withdrawn or distributed.

 

NOTE 5 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 at December 31, 2007 and 2006:

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Net assets available for benefits per the financial statements

 

$

30,756,978

 

$

24,766,408

 

Less: Employer contribution receivable at end of year

 

(35,134

)

(30,780

)

Less: Employee contribution receivable at end of year

 

(140,970

)

(117,660

)

Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts

 

7,940

 

(48,922

)

Net assets available for benefits per Form 5500

 

$

30,588,814

 

$

24,569,046

 

 

The following is a reconciliation of contributions per the financial statements to Form 5500 for the year ended December 31, 2007:

 

 

 

Employer

 

Employee

 

 

 

 

 

 

 

Contributions per the financial statements

 

$

969,165

 

$

3,687,637

 

Less: Contributions receivable at end of year

 

(35,134

)

(140,970

)

Add: Contributions receivable at beginning of year

 

30,780

 

117,660

 

Contributions per Form 5500

 

$

964,811

 

$

3,664,327

 

 

The following is a reconciliation of total net investment income per the financial statements to the form 5500 for the year ended December 31, 2007.

 

Total investment income per the financial statements

 

$

2,975,668

 

Less: Adjustment from contract value to fair value for fully benefit-responsive investment contract-2006

 

48,922

 

Less: Adjustment from contract value to fair value for fully benefit-responsive investment contract-2007

 

7,940

 

 

 

 

 

Total investment income per 5500

 

$

3,032,530

 

 

8



 

FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

 

SCHEDULE H, PART IV, LINE 4i

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

 

DECEMBER 31, 2007

 

(a)

 

(b) Identity of Issue

 

(c) Description of Investment

 

(e) Current
Value

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

American Century Allocation - Conservative

 

Mutual Fund

 

$

187,475

 

 

 

American Century Allocation - Moderate

 

Mutual Fund

 

329,034

 

 

 

American Century Allocation - Aggressive

 

Mutual Fund

 

493,276

 

 

 

Davis N. Y. Venture

 

Mutual Fund

 

1,127,477

 

 

 

Evergreen Core Bond CCA

 

Mutual Fund

 

922,313

 

 

 

Evergreen High Yield Bond Class I

 

Mutual Fund

 

360,931

 

 

 

Evergreen Special Values Class A

 

Mutual Fund

 

883,577

 

 

 

Fidelity Advisor Series I Mid Cap A

 

Mutual Fund

 

1,284,599

 

 

 

Growth Fund of America Class R-3

 

Mutual Fund

 

4,514,242

 

 

 

Goldman Sachs High Yield Class A

 

Mutual Fund

 

71,448

 

 

 

Harbor International Fund Inv CL

 

Mutual Fund

 

1,498,744

 

 

 

Lord Abbett Mid Cap Value P

 

Mutual Fund

 

739,420

 

 

 

MFS International New Discovery Fd

 

Mutual Fund

 

1,148,636

 

 

 

Fidelity Advisor Series I Small Cap A

 

Mutual Fund

 

804,915

 

 

 

Templeton Growth Class A

 

Mutual Fund

 

830,942

 

 

 

Van Kampen American Comstock Class A

 

Mutual Fund

 

1,066,826

 

 

 

Van Kampen Equity and Income Class A

 

Mutual Fund

 

3,114,126

 

 

 

 

 

 

 

 

 

 

 

Common Stock:

 

 

 

 

 

*

 

Fossil, Inc.

 

Common Stock

 

3,453,527

 

 

 

 

 

 

 

 

 

 

 

Common Collective Trusts:

 

 

 

 

 

*

 

Wachovia Diversified Stable Value Fund

 

Common Collective Trust Fund

 

6,600,023

 

*

 

Wachovia Enhanced Stock Market Fund

 

Common Collective Trust Fund

 

672,070

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to participants with interest rates ranging from 5.0% to 9.0%

 

485,327

 

 

 

Total Investments

 

 

 

$

30,588,928

 

 


*  Party in-interest.

 

See report of independent registered public accounting firm.

 

9



 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-65980 on Form S-8 of our report dated June 30, 2008, which report includes an explanatory paragraph on the uncertainty of valuation of certain investments held by the plan, appearing in this Annual Report on Form 11-K of the Fossil, Inc. Savings and Retirement Plan for the year ended December 31, 2007.

 

/s/ Deloitte & Touche LLP

 

 

 

Dallas, Texas

 

June 30, 2008

 

 

 

10



 

 

SIGNATURES

 

The Plan.  Pursuant to the requirements of Securities Exchange Act of 1934, Fossil (which administers the Plan) has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FOSSIL, INC. SAVINGS AND RETIREMENT PLAN

 

 

 

 

 

/s/ Mike L. Kovar

 

Mike L. Kovar, Member of the Investment Committee

 

 

 

 

Date: June 30, 2008

 

 

11



 

Exhibit Index

 

Exhibit

 

 

Number

 

Document Description

 

 

 

23

 

Consent of Deloitte & Touche LLP (as contained on page 10)

 

12