Joe's Jeans Inc. - Amended Current report filing (8-K/A)
11 January 2008 - 8:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported):
October 31,
2007 (October 25, 2007)
Joes Jeans Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
(State
or Other Jurisdiction
of Incorporation)
0-18926
|
|
11-2928178
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(Commission File Number)
|
|
(IRS Employer Identification No.)
|
5901 S. Eastern Avenue,
Commerce, California
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90040
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(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(323) 837-3700
(
Registrants Telephone Number, Including Area
Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
This report amends the
Current Report on Form 8-K filed with the Securities and Exchange Commission
(the SEC) by Joes Jeans Inc. (the Company) on October 31, 2007.
ITEM 2.01
Completion
of Acquisition or Disposition of Assets
On
October 31, 2007, Company filed a Current Report on Form 8-K (the Original
8-K) with the SEC announcing, among other things, the completion of its
acquisition of JD Holdings, Inc. (JD Holdings) through a merger of JD
Holdings with and into Joes Jeans Subsidiary, Inc. (Joes Subsidiary), a
wholly owned subsidiary of the Company.
The merger was completed pursuant to the definitive Agreement and Plan
of Merger, as amended (the Merger Agreement) by and among the Company, its
wholly owned subsidiary, Joes Subsidiary, JD Holdings and Joseph Dahan (Mr. Dahan),
the sole stockholder of JD Holdings. In
the Original 8-K, the Company indicated that it would file the historical and
pro forma financial information required under Item 9.01 with respect to the
acquisition within 71 days of the Original 8-K.
The Company is now filing this Amendment No.1 to the Current Report on Form 8-K
to include the financial statements and pro forma financial information as a
result of the completion of the Companys and JD Holdings third fiscal quarter
described in below in Item 9.01.
ITEM
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired.
The
Company is filing this Amendment No. 1 to include additional information
under this Item 9.01(a) as a result of the completion of JD Holdings
third fiscal quarter prior to the date of the completion of the Merger. All other financial information was
previously reported on the Original 8-K.
(b)
Pro Forma Financial Information.
The
Company is filing this Amendment No. 1 to include additional information
under by this Item 9.01(b) as a result of the completion of the Companys
third fiscal quarter prior to the date of the completion of the Merger. All
other financial information was previously reported on the Original 8-K.
(c)
Not applicable.
(d)
Exhibits.
Exhibit
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Number
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Description
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2.1
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Agreement and Plan of
Merger (incorporated by reference to the Companys Definitive Proxy Statement
on Schedule 14A filed on September 5, 2007)
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2.2
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First Amendment to
Merger Agreement (incorporated by reference to the Companys Definitive Proxy
Statement on Schedule 14A filed on September 5, 2007)
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2.3
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Exhibit A to Merger
Agreement - Amended and Restated Plan of Merger (incorporated by reference to
the Companys Definitive Proxy Statement on Schedule 14A filed on September
5, 2007)
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10.1
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Amended and Restated
Employment Agreement (incorporated by reference to the Companys Definitive Proxy
Statement on Schedule 14A filed on September 5, 2007)
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10.2*
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Investor Rights
Agreement
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99.1*
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Press Release dated
October 26, 2007
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99.2
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Financial Statements of
JD Holdings, Inc. (incorporated by reference to the Companys Definitive Proxy
Statement on Schedule 14A filed on September 5, 2007)
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Independent Auditors
Report
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Balance Sheet as of
June 30, 2007 and 2006 (unaudited), December 31, 2006 and December 31, 2005
(audited)
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Statements of
Operations for the three and six months ended June 30, 2006 and 2007 (unaudited) and twelve
months ended December 31, 2006 and 2005 (audited) and December 31, 2004
(unaudited)
|
* Previously filed.
2
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Statements of
Stockholders Equity as of June 30, 2007 (unaudited)
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Statements of Cash
Flows for the six months ended June 30, 2007
and 2006 (unaudited) and twelve months ended December 31, 2006 and
2005 (audited) and December 31, 2004 (unaudited)
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Notes to Financial Statements
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99.3
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Pro Forma Financial
Information of the Company and JD Holdings, Inc. (incorporated by reference
to the Companys Definitive Proxy Statement on Schedule 14A filed on
September 5, 2007)
|
|
|
|
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Unaudited Pro Forma
Condensed Combined Financial Statements
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Unaudited Pro Forma
Condensed Combined Balance Sheet as of May 26, 2007
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Notes to Unaudited Pro
Forma Condensed Combined Balance Sheet as of May 26, 2007
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Unaudited Pro Forma
Condensed Combined Statement of Operations for the six months ended May 26,
2007 and year ended November 25, 2006
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Notes to Unaudited Pro
Forma Condensed Combined Statement of Operations for the six months ended May
26, 2007 and year ended November 25,
2006
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99.4
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Financial
Statements of JD Holdings, Inc.
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Independent
Auditors Report
|
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Balance
Sheet as of September 30, 2007 and 2006 (unaudited), December 31,
2006 and December 31, 2005 (audited)
|
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Statements
of Operations for the three and nine months ended September 30, 2006 and
2007 (unaudited) and twelve months ended December 31, 2006 and 2005
(audited)
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Statements
of Stockholders Equity as of September 30, 2007 (unaudited)
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Statements
of Cash Flows for the nine months ended September 30, 2007 and 2006
(unaudited) and twelve months ended December 31, 2006 and 2005 (audited)
|
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Notes
to Financial Statements
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3
99.5
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Pro
Forma Financial Information
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Unaudited
Pro Forma Condensed Combined Financial Statements
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Unaudited
Pro Forma Condensed Combined Balance Sheet as of August 25, 2007
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Notes
to Unaudited Pro Forma Condensed Combined Balance Sheet as of August 25,
2007
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Unaudited
Pro Forma Condensed Combined Statement of Operations for the nine months
ended August 25, 2007 and year ended November 25, 2006
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Notes
to Unaudited Pro Forma Condensed Combined Statement of Operations for the
nine months ended August 25, 2007 and year ended November 25, 2006
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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JOES
JEANS INC.
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(Registrant)
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Date:
January 10, 2008
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By:
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/s/
Marc Crossman
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Marc
Crossman
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President,
Chief Executive Officer, and Director
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(Principal
Executive Officer)
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5
Exhibit Index
Exhibit
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Number
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Description
|
|
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|
2.1
|
|
Agreement and Plan of
Merger (incorporated by reference to the Companys Definitive Proxy Statement
on Schedule 14A filed on September 5, 2007)
|
|
|
|
2.2
|
|
First Amendment to
Merger Agreement (incorporated by reference to the Companys Definitive Proxy
Statement on Schedule 14A filed on September 5, 2007)
|
|
|
|
2.3
|
|
Exhibit A to Merger
Agreement - Amended and Restated Plan of Merger (incorporated by reference to
the Companys Definitive Proxy Statement on Schedule 14A filed on September
5, 2007)
|
|
|
|
10.1
|
|
Amended and Restated
Employment Agreement (incorporated by reference to the Companys Definitive
Proxy Statement on Schedule 14A filed on September 5, 2007)
|
|
|
|
10.2*
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|
Investor Rights
Agreement
|
|
|
|
99.1*
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|
Press Release dated
October 26, 2007
|
|
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|
99.2
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|
Financial Statements of
JD Holdings, Inc. (incorporated by reference to the Companys Definitive
Proxy Statement on Schedule 14A filed on September 5, 2007)
|
|
|
|
|
|
Independent Auditors
Report
|
|
|
|
|
|
Balance Sheet as of
June 30, 2007 and 2006 (unaudited), December 31, 2006 and December 31, 2005
(audited)
|
|
|
|
|
|
Statements of
Operations for the three and six months ended June 30, 2006 and 2007 (unaudited) and twelve
months ended December 31, 2006 and 2005 (audited) and December 31, 2004
(unaudited)
|
* Previously filed.
6
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Statements of
Stockholders Equity as of June 30, 2007 (unaudited)
|
|
|
|
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|
Statements of Cash
Flows for the six months ended June 30, 2007
and 2006 (unaudited) and twelve months ended December 31, 2006 and
2005 (audited) and December 31, 2004 (unaudited)
|
|
|
|
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|
Notes to Financial
Statements
|
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|
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99.3
|
|
Pro Forma Financial
Information of the Company and JD Holdings, Inc. (incorporated by reference
to the Companys Definitive Proxy Statement on Schedule 14A filed on
September 5, 2007)
|
|
|
|
|
|
Unaudited Pro Forma
Condensed Combined Financial Statements
|
|
|
|
|
|
Unaudited Pro Forma
Condensed Combined Balance Sheet as of May 26, 2007
|
|
|
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Notes to Unaudited Pro
Forma Condensed Combined Balance Sheet as of May 26, 2007
|
|
|
|
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|
Unaudited Pro Forma
Condensed Combined Statement of Operations for the six months ended May 26,
2007 and year ended November 25, 2006
|
|
|
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Notes to Unaudited Pro
Forma Condensed Combined Statement of Operations for the six months ended May
26, 2007 and year ended November 25,
2006
|
|
|
|
99.4
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|
Financial
Statements of JD Holdings, Inc.
|
|
|
|
|
|
Independent
Auditors Report
|
|
|
|
|
|
Balance
Sheet as of September 30, 2007 and 2006 (unaudited), December 31,
2006 and December 31, 2005 (audited)
|
|
|
|
|
|
Statements
of Operations for the three and nine months ended September 30, 2006 and
2007 (unaudited) and twelve months ended December 31, 2006 and 2005
(audited)
|
|
|
|
|
|
Statements
of Stockholders Equity as of September 30, 2007 (unaudited)
|
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Statements
of Cash Flows for the nine months ended September 30, 2007 and 2006
(unaudited) and twelve months ended December 31, 2006 and 2005 (audited)
|
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|
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Notes
to Financial Statements
|
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99.5
|
|
Pro Forma Financial Information
|
|
|
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|
Unaudited Pro Forma Condensed Combined Financial
Statements
|
|
|
|
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Unaudited
Pro Forma Condensed Combined Balance Sheet as of August 25, 2007
|
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Notes
to Unaudited Pro Forma Condensed Combined Balance Sheet as of August 25,
2007
|
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Unaudited
Pro Forma Condensed Combined Statement of Operations for the nine months
ended August 25, 2007 and year ended November 25, 2006
|
|
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Notes
to Unaudited Pro Forma Condensed Combined Statement of Operations for the
nine months ended August 25, 2007 and year ended November 25, 2006
|
7
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