Registration No. 333‑      

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHEROKEE INC.

(Exact name of registrant as specified in its charter)

 

5990 Sepulveda Blvd.

Sherman Oaks, California 91411

(818) 908‑9868

(Address of principal executive offices and zip code)

Cherokee Inc. Amended and Restated 2013 Stock Incentive Plan

(Full title of the plan)

Henry Stupp

Chief Executive Officer

5990 Sepulveda Blvd.

Sherman Oaks, California 91411

(818) 908‑9868

(Name, address and telephone number, including area code, of agent for service)

Copy to:

 

Scott M. Stanton, Esq.

Morrison & Foerster LLP

12531 High Bluff Drive, Suite 100

San Diego, California 92130

(858) 720‑5100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

CALCULATION OF REGISTRATION FEE

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E to Form S‑8 under the Securities Act, this Registration Statement is filed for the purpose of registering an additional 500,000 shares of the Registrant’s Common Stock that have been reserved for issuance pursuant to awards granted under the Plan, which are the same class as those securities previously registered on an effective registration statements on Form S‑8 filed with the Securities and Exchange Commission on August 23, 2013 (File No. 333‑190795), and the contents of such registration statement, as amended or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

See the Index to Exhibits immediately following the signature page hereto, which is incorporated herein by reference.

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 Sherman Oaks, State of California, on August 18, 2017.

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Henry Stupp and Jason Boling, and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming the said attorney-in-fact 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 by the following persons in the capacities and on the date indicated.

 

INDEX TO EXHIBITS

 

The following documents are filed as exhibits to this Registration Statement: