As filed with the Securities and Exchange Commission on December 14, 2011
Registration No. 333-            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Michael Kors Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)

 
					
British Virgin Islands	 	3100	 	Not Applicable	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	
c/o Michael Kors Limited
Unit 1001, 10/F, Miramar Tower
132 Nathan Road
Tsim Sha Tsui, Hong Kong
(852) 3928-5563
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John D. Idol
Chief Executive Officer
c/o Michael Kors (USA), Inc.
11 West 42 nd Street, 21 st Floor
New York, NY 10036
(212) 201-8388
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

John C. Kennedy, Esq.	 	Richard D. Truesdell Jr., Esq.	
Paul, Weiss, Rifkind, Wharton & Garrison LLP	 	Davis Polk & Wardwell LLP	
1285 Avenue of the Americas	 	450 Lexington Avenue	
New York, NY 10019-6064	 	New York, NY 10017	
(212) 373-3000	 	(212) 450-4000	

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   x 333-178282
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.   ¨
CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of
Securities to be Registered	 	Amount
to Be Registered (1)(2)	 	Proposed
Maximum
Offering Price
Per Share	 	Proposed
Maximum
Aggregate
Offering Price (3)	 	Amount of
Registration Fee	
Ordinary shares, no par value	 	6,325,000	 	$20.00	 	$126,500,000	 	$14,497	

(1)	The 6,325,000 ordinary shares being registered in this Registration Statement are in addition to the 47,955,000 ordinary shares registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-178282).	
(2)	Including 825,000 ordinary shares which may be purchased by the underwriters to cover over-allotments, if any.	
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.	

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-178282) of Michael Kors Holdings Limited (the “Registrant”), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission (the “Commission”) on December 14, 2011, are incorporated by reference into this Registration Statement.
The Registrant hereby certifies that it (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on December 15, 2011), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than December 15, 2011.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
All exhibits filed with or incorporated by reference in Registration Statement No. 333-178282 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for the following, which are filed herewith.

Exhibit
Number	  	Description of Exhibit	
		
  5.1	  	Opinion of Harney, Westwood & Riegels as to the validity of the securities being offered.	
		
23.1	  	Consent of PricewaterhouseCoopers LLP.	
		
23.2	  	Consent of Harney, Westwood & Riegels (included in Exhibit 5.1).	
		
24.1	  	Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of Michael Kors Holdings Limited (Registration No. 333-178282)).	

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 14, 2011.

MICHAEL KORS HOLDINGS LIMITED	
		
By:	 	/s/ Joseph B. Parsons	
	 	Name: Joseph B. Parsons	
	 	Title: Executive Vice President, Chief Financial           Officer and Chief Operating Officer	
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on December 14, 2011, by the following persons in the capacities indicated.

Signature	  	Title	
		
*
Michael Kors	  	Honorary Chairman, Chief Creative Officer
and Director	
		
*
John D. Idol	  	Chairman, Chief Executive Officer and
Director (Principal Executive Officer)	
		
/s/ Joseph B. Parsons
Joseph B. Parsons	  	Executive Vice President, Chief Financial Officer
and Chief Operating Officer
(Principal Accounting and Financial Officer)	
		
*	  	Director	
Silas K. F. Chou	  		
		
*	  	Director	
Lawrence S. Stroll	  		
		
*	  	Director	
M. William Benedetto	  		
		
*	  	Director	
Stephen F. Reitman	  		
		
*	  	Authorized Representative in the United States	
John D. Idol	  		

*By:	 	/s/ Joseph B. Parsons	  		
Name: Joseph B. Parsons	  		
Title:   Attorney-in-fact	  		

INDEX TO EXHIBITS

Exhibit
Number	  	Description of Exhibit	
		
  5.1	  	Opinion of Harney, Westwood & Riegels as to the validity of the securities being offered.	
		
23.1	  	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.	
		
23.2	  	Consent of Harney, Westwood & Riegels (included in Exhibit 5.1).	
		
24.1	  	Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of Michael Kors Holdings Limited (Registration No. 333-178282)).	

Exhibit 5.1

	 		  	Harney Westwood & Riegels
Craigmuir Chambers
PO Box 71, Road Town
Tortola VG1110, British Virgin Islands
Tel: +1 284 494 2233
Fax: +1 284 494 3547
www.harneys.com	
			
14 December 2011	 		  	Your Ref	
			
	 		  	Our Ref 033696.0001/TSM	
			
BY E-MAIL & COURIER	 		  	Doc ID        3492545_2	
Michael Kors Holdings Limited
c/o Michael Kors Limited
Unit 1001, 10/F, Miramar Tower
132 Nathan Road, Tsim Sha Tsui
Hong Kong
Dear Sirs
Michael Kors Holdings Limited, Company No. 524407 (the “Company”)
 
1.	We are lawyers qualified to practise in the British Virgin Islands and have been asked to advise on British Virgin Islands law in connection with the Company’s ordinary shares (the “ Ordinary Shares ”).	
Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement (as defined below).
 
2.	For the purpose of this opinion, we have examined the following documents and records:	
 
 	(a)	a Registration Statement on Form F-1 filed on 2 December 2011 by the Company with the Securities and Exchange Commission (the “ Commission ”) under the United States Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder relating to the offer and sale of 47,955,000 Ordinary Shares;	
 
 	(b)	a Registration Statement on Form F-1 filed on 14 December 2011 by the Company with the Commission relating to the offer and sale of 6,325,000 Ordinary Shares of the Company, which is in addition to the 47,955,000 Ordinary Shares registered pursuant to the Registrant’s Registration Statement on Form F-1 File No. 333-178282 (the “ Registration Statement ”);	
 
 	(c)	a copy of the Memorandum and Articles of Association and Certificate of Incorporation of the Company obtained from the British Virgin Islands Registry of Corporate Affairs on 14 December 2011; and	
 
 	(d)	information revealed by our searches of:	
 
 	(i)	the records and information certified by Offshore Incorporations Limited, the registered agent of the Company, on 13 December 2011 of the statutory documents and records maintained by the Company at its registered office (the “ Registered Agent’s Certificate ”);	
A list of partners is available for inspection at our offices.
British Virgin Islands | Cayman Islands | Cyprus | London | Hong Kong

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

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

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of Michael Kors Holdings Limited of our report dated September 20, 2011, except for the effects of the share split discussed in Note 1, as to which the date is November 30, 2011, relating to the consolidated financial statements, which appear in Michael Kors Holdings Limited’s Registration Statement on Form F-1 (File No. 333-178282). We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 14, 2011