- Securities Registration: Employee Benefit Plan (S-8)
18 Noviembre 2009 - 3:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on November 18, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM S-8
Registration Statement under the Securities
Act of 1933
JOES JEANS INC.
(Exact name of
registrant as specified in its charter)
Delaware
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11-2928178
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(State or other
jurisdiction of incorporation or
organization)
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(I.R.S. employer
identification number)
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5901 South Eastern Avenue
Commerce, CA 90040
(Address,
including zip code, of principal executive offices)
Joes
Jeans Inc.
2004
Stock Incentive Plan
(Full title of the
plan)
Marc B. Crossman
Chief Executive Officer
Joes Jeans Inc.
5901 South Eastern Avenue
Commerce, CA 90040
(323) 837-3700
(Name, address and
telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common
Stock, par value $0.10 per share
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4,000,000 shares
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(1)
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$
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1.29
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(2)
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$
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5,160,000
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(2)
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$
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287.93
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(1)
Issuable upon stock awards to be granted
or upon exercise of options granted or to be granted under the Joes Jeans Inc.
2004 Stock Incentive Plan, or the Plan.
Pursuant to Rule 416(a), this Registration Statement on Form S-8,
or this Registration Statement, shall cover such additional securities as may
be offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2)
Pursuant to Rule 457(c) and
(h)(1), the Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price for stock awards and options that may be issued under
the Plan to acquire up to 4,000,000 shares of common stock, par value $0.10 per
share, or Common Stock, are estimated solely for purposes of calculating the
registration fee and are based on the average of the high and low prices of Joes
Jeans Inc.s Common Stock of $1.29 per share as quoted on the NASDAQ Capital
Market for November 17, 2009.
INCORPORATION
OF PREVIOUS REGISTRATION STATEMENTS
Pursuant to General
Instruction E of Form S-8, this Registration Statement is filed solely to
register an additional 4,000,000 shares of Common Stock of the Plan. Shares of Common Stock were previously
registered for issuance under the Plan on Form S-8 Registration No. 333-117755
filed with the Securities and Exchange Commission on or about July 29,
2004, Form S-8 Registration No. 333-126544 filed with the Securities
and Exchange Commission on or about July 12, 2005 and Form S-8
Registration No. 333-146740 filed with the Securities and Exchange
Commission on or about October 16, 2007.
Pursuant to General Instruction E and except as set forth below, the
contents of the Registrants Form S-8 Registration Statements No. 333-117755,
333-126544 and 333-146740 are incorporated herein by reference.
Part II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 5.
Interests of Named Experts and Counsel.
An opinion
stating that the Common Stock registered under this Registration Statement,
when issued in accordance with the provisions of the Plan, will be valid and
binding obligations of Joes Jeans Inc., was rendered on November 18,
2009, by Lori Nembirkow, Esq., SVP, Legal & Compliance of the
Company
. Ms. Nembirkow
beneficially owns 23,783 shares of common stock held for her personal account,
has a right to receive 294,034 shares under restricted stock unit agreements
and options to purchase 25,000 (including shares exercisable within 60 days of
the date of this Registration Statement) of our common stock pursuant to the
Plan and is otherwise eligible to receive stock awards and options under the
Plan.
Item 8.
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Exhibits.
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Exhibit No.
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Description of Exhibit
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4.1
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Seventh
Amended and Restated Certificate of Incorporation (incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K filed on October 15, 2007)
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4.2
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Amended
and Restated Bylaws (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-8, File No. 33-71576, filed on
November 12, 1993)
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5
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Opinion
of Lori Nembirkow, Esq.*
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23.1
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Consent
of Lori Nembirkow, Esq. (included in Exhibit 5 hereto)
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23.2
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Consent
of Ernst & Young LLP, Independent Registered Public Accounting Firm*
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24
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Power
of Attorney (included in the signature page of this Registration
Statement)*
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99
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Joes
Jeans Inc. 2004 Stock Incentive Plan (incorporated by reference to the Proxy
Statement filed on September 10, 2009)
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*
Filed herewith
1
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Commerce, State of California, on the 18
th
day of
November, 2009.
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JOES JEANS INC.
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By:
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/s/
Marc B. Crossman
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Marc
B. Crossman
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President
and Chief Executive Officer
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(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Marc B. Crossman as his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated
under the Securities Act, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Name
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Title
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Date
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/s/ Marc B. Crossman
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President, Chief Executive
Officer
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November 18, 2009
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Marc B. Crossman
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(Principal Executive
Officer)
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and Director
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/s/ Hamish Sandhu
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Chief Financial Officer
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November 18, 2009
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Hamish Sandhu
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(Principal Financial
Officer and
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Principal Accounting
Officer)
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/s/Joseph M. Dahan
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Creative Director
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November 18, 2009
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Joseph M. Dahan
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and Director
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/s/ Samuel J. Furrow
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Chairman of the Board
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November 18, 2009
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Samuel J. Furrow
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and Director
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/s/ Kelly Hoffman
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Director
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November 18, 2009
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Kelly Hoffman
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/s/ Tom ORiordan
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Director
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November 18, 2009
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Tom ORiordan
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/s/ Suhail Rizvi
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Director
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November 18, 2009
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Suhail Rizvi
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/s/ Kent Savage
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Director
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November 18, 2009
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Kent Savage
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2
EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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4.1
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Seventh
Amended and Restated Certificate of Incorporation (incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K filed on October 15, 2007)
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4.2
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Amended
and Restated Bylaws (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-8, File No. 33-71576, filed on
November 12, 1993)
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5
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Opinion
of Lori Nembirkow, Esq.*
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23.1
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Consent
of Lori Nembirkow, Esq. (included in Exhibit 5 hereto)
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23.2
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Consent
of Ernst & Young LLP, Independent Registered Public Accounting Firm*
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24
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Power
of Attorney (included in the signature page of this Registration
Statement)*
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99
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Joes
Jeans Inc. 2004 Stock Incentive Plan (incorporated by reference to the Proxy
Statement filed on September 10, 2009)
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* Filed herewith.
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