AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934
Stock, par value $0.10 per share
Class of Securities)
Event which Requires Filing
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule §240.13d-7 for other
parties to whom copies are to be sent.
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
information required on the remainder of this cover page shall not be deemed
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
("Act") or otherwise subject to the liabilities of that section of the Act
shall be subject to all other provisions of the Act (however, see the
on following page(s)
of 5 Pages
of Reporting Persons
Identification Nos. of above persons (entities only)
the Appropriate Box If a Member of a Group (See Instructions)
of Funds (See Instructions)
If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
or Place of Organization
Amount Beneficially Owned by Each Reporting Person
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
of Class Represented By Amount in Row (11)
of Reporting Person (See Instructions)
Page 3 of
Statement on Schedule 13D relates to shares of common stock, par value $0.10
per share (the “Shares”) of Joe’s Jeans Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive office of the
Issuer is 5901 South Eastern Avenue, Commerce, CA 90040.
statement is filed on behalf of Joseph M. Dahan, a United States citizen (“Mr.
Dahan”). Mr. Dahan serves as the creative director of the
Issuer. The principal business address of Mr. Dahan is 5901 South
Eastern Avenue, Commerce, CA 90040.
the last five years, Mr. Dahan has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has he been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws of finding
violation with respect to such laws.
and Amount of Funds or Other Consideration.
October 25, 2007 (the “Date of Event”), Mr. Dahan acquired
14,000,000 Shares pursuant to that certain Agreement and Plan of Merger, dated
February 6, 2007, by and between the Issuer, Joe’s Jeans Subsidiary Inc. (“Joe’s
Subsidiary”), JD Holdings, Inc. (“JD Holdings”) and Mr. Dahan, as amended (the
Date of Event, pursuant to the Merger Agreement, Joe’s Subsidiary merged with
and into JD Holdings, with Joe’s Subsidiary as the surviving entity and a wholly
owned subsidiary of the Issuer (the “Merger”). At the time, Mr. Dahan
was the sole shareholder of JD Holdings. In connection with the
Merger, the Issuer issued 14,000,000 Shares and made a cash payment of $300,000
to Mr. Dahan in exchange for all of the outstanding shares of JD
closing of the Merger, the Issuer also entered into an investor rights agreement
with Mr. Dahan (the “Investor Rights Agreement”). Pursuant to the Investor
Rights Agreement, the Issuer agreed to register for resale, on a periodic basis
at the request of Mr. Dahan, the Shares eligible for resale issued in connection
with the Merger. The Shares issued as Merger consideration become eligible
resale beginning on the six month anniversary of the closing date of the Merger
at an initial rate of 1/6 of the shares issued and every six months thereafter
at the same rate until all the shares are fully released on the third
anniversary of the closing date. The Issuer agreed to bear all expenses
associated with registering these shares for resale and has granted to Mr.
certain piggyback rights with respect to future registration statements filed
addition, under the Investor Rights Agreement, the Issuer’s board of directors
elected Mr. Dahan as member effective as of the Date of Event.
may make, or cause to be made, further acquisitions of Shares from time to
and may dispose of, or cause to be disposed of, subject to the terms of the
Investor Rights Agreement, any or all of the Shares held by him at any
time. Mr. Dahan intends to evaluate on an ongoing basis the investment in
the Issuer and his options with respect to such investment.
Page 4 of
information set forth in this Item 4 is qualified in its entirety by reference
to the following documents: (i) Agreement and Plan of Merger, dated
February 6, 2007, by and between the Issuer, Joe’s Subsidiary, JD Holdings and
Mr. Dahan, as amended, and (ii) Investor Rights Agreement, dated October 25,
2007, by and between the Issuer and Mr. Dahan.
in Securities of the Issuer.
(b) As of the Date of Event, Mr. Dahan may be deemed to be the
beneficial owner of 14,418,708 Shares. This number consists of: (i)
14,218,708 Shares held by Mr. Dahan and (ii) 200,000 Shares issuable upon the
exercise of employee stock options held by Mr. Dahan (the
“Options”). Assuming full exercise of the Options, Mr. Dahan may be
deemed to be the beneficial owner of approximately 24.39% of the Issuer’s
outstanding shares. Mr. Dahan has sole power to vote and dispose of
the 14,418,708 Shares.
as described in response to Item 4, there have been no transactions with respect
to the Shares by Mr. Dahan during the 60-day period preceding the Date of
Arrangements, Understandings or Relationships with Respect to Securities of
for the arrangements described in Items 4 above, to the best knowledge of Mr.
Dahan there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between him and any other person with respect to any
securities of the Issuer, including but not limited to, transfer or voting
any of the Shares, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
to be Filed as Exhibits.
– Agreement and Plan of Merger, dated February 6, 2007, by and between the
Issuer, Joe’s Subsidiary, JD Holdings and Mr. Dahan, as amended (incorporated by
reference to the Issuer’s Schedule 14A filed September 5, 2007).
– Investor Rights Agreement, dated October 25, 2007, by and between the Issuer
and Mr. Dahan (incorporated by reference to the Issuer’s Form 8-K filed October
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
Joesph M. Dahan