AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CHEROKEE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4182437
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6835 VALJEAN AVENUE
VAN NUYS, CALIFORNIA 91406
(Address of Principal Executive Offices) (Zip Code)
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1995 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
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CAROL GRATZKE
CHIEF FINANCIAL OFFICER
CHEROKEE INC.
6835 VALJEAN AVENUE
VAN NUYS, CALIFORNIA 91406
(Name and address of agent for service)
(818) 908-9868
(Telephone number, including area code, of agent for service)
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Copies to:
ROBERT M. O'SHEA, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE (2)
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Common Stock,
$.02 par value 300,000 $10.91 $3,273,000 $966.00
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(1) The number of shares to be registered consists of 300,000 additional shares
available for issuance under the Cherokee Inc. 1995 Incentive Stock Option
Plan as a result of an amendment to such plan. The 1995 Incentive Stock
Option Plan previously authorized the issuance of a maximum of 600,000
shares, which shares were subject to Form S-8 Registration Statement No.
333-15545.
(2) Estimated for purposes of computing the registration fee only. Pursuant to
Rules 457(h) and 457(c), the Proposed Maximum Aggregate Offering Price Per
Share and the Amount of Registration Fee are based upon the average of the
high and low prices for the Company's Common Stock in the over-the-counter
market, as reported on the NASDAQ Small Cap Market on June 17, 1998.
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PART I
This Registration Statement covers additional securities registered for
issuance under the Cherokee Inc. 1995 Incentive Stock Option Plan. The contents
of the prior Form S-8 Registration Statement of Cherokee Inc. relating to such
plan, No. 333-15545, is incorporated herein by reference; provided, however,
that the reoffer prospectus prepared in accordance with the requirements of Part
I of Form S-3 and filed with the prior Form S-8 Registration Statement is not
incorporated by reference herein.
PART II
Item 3. Incorporation of Documents by Reference.
The registrant, Cherokee Inc., a Delaware corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:
(1) The Company's Transition Report for the Transition Period from June 1,
1997 to January 31, 1998;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 2, 1998; and
(3) The description of the Company's Common Stock contained in Item 11 to
the Company's Registration Statement on Form 10 filed pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), dated April 24, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities covered hereby then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
Item 8. Exhibits.
4.1 Cherokee Inc. 1995 Incentive Stock Option Plan
4.2 First Amendment to Cherokee Inc. 1995 Incentive Stock Option Plan
4.3 Second Amendment to Cherokee Inc. 1995 Incentive Stock Option Plan
5.1 Opinion of Latham & Watkins as to the legality of the securities being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Van Nuys, State of California on the 17th day of
June, 1998.
CHEROKEE INC.
By:/s/ Robert Margolis
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Robert Margolis
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
Margolis his or her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him or her and
in his or her 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 file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorneys-in-
fact and agents, each acting alone, full powers 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 or she might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
the dates indicated.
SIGNATURE TITLE DATE
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/s/ Robert Margolis Director, Chairman and June 17, 1998
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Robert Margolis
/s/ Carol Gratzke Chief Financial Officer June 17, 1998
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Carol Gratzke
/s/ Timothy Ewing Director June 18, 1998
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Timothy Ewing
/s/ Douglas Weitman Director June 18, 1998
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Douglas Weitman
/s/ Jess Ravich Director June 17, 1998
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Jess Ravich
/s/ Keith Hull Director June 17, 1998
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Keith Hull
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Cherokee Inc. 1995 Incentive Stock Option Plan
4.2 First Amendment to Cherokee Inc. 1995 Incentive Stock Option Plan
4.3 Second Amendment to Cherokee Inc. 1995 Incentive Stock Option Plan
5.1 Opinion of Latham & Watkins as to the legality of the securities
being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).