<PAGE>
As Filed with the Securities and Exchange Commission on November 5, 1996
File No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
______________________
CHEROKEE INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4182437
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) ID No.)
6835 Valjean Avenue
Van Nuys, California 91406
(818) 908-9868
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Principal Executive Offices)
CAROL GRATZKE
CHIEF FINANCIAL OFFICER
CHEROKEE INC.
6835 Valjean Avenue
Van Nuys, California 91406
(818) 908-9868
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies of Communications to:
ROBERT H. GOON, ESQ.
JEFFER, MANGELS, BUTLER & MARMARO LLP
2121 Avenue of the Stars, Tenth Floor
Los Angeles, California 90067
(310) 203-8080
Fax: (310) 203-0567
Approximate date of commencement of proposed sale to the public: As soon as
possible after the Registration Statement is declared effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to Proposed Maxi- Proposed Maximum Amount of
to be Registered be mum Offering Aggregate Offering Registration
Registered Price Per Share(1) Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.02 par value 536,663 Shs. $5.75 (2) $3,085,812.25 $935.10
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Solely for purposes of calculating the registration fee payable herewith.
(2) Calculated pursuant to Rule 457(c) under the Act.
_____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
P R O S P E C T U S November 5, 1996
CHEROKEE INC.
Common Stock
($0.02 Par Value)
____________________
This Prospectus relates to 536,663 shares of the Common Stock, par value
$0.02 per share, of Cherokee Inc. (the "Company"), which may be offered from
time to time by certain shareholders of the Company (the "Selling
Stockholders"). The Company has been advised by the Selling Shareholders that
they or their successors may sell all or a portion of the securities offered
hereby from time to time in the over-the-counter market, in privately negotiated
transactions, or otherwise, including sales through or directly to a broker or
brokers. Sales will be at prices and terms then prevailing or at prices related
to the then current market prices or at negotiated prices. In connection with
any sales, any broker or dealer participating in such sales may be deemed to be
an underwriter within the meaning of the Securities Act of 1933, as amended (the
"Act"). See "Plan of Distribution." The Company will receive no part of the
proceeds of such sales .
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE.
________________________________
FOR INFORMATION REGARDING CERTAIN RISKS
RELATING TO THE COMPANY, SEE "RISK FACTORS" ON PAGE 4
__________________________
All expenses incurred in connection with this offering, which expenses
are not expected to exceed $9,000, are being borne by the Company.
The Common Stock of Cherokee Inc. is traded on the Nasdaq Small Cap Issues
Market (NASDAQ Symbol: CHKE ). On October 29, 1996, the last sale price of the
Company's Common Stock was $5.75
1
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference: the Company's Annual Report on Form 10-K for the fiscal year ended
June 1, 1996; and the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1996.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities under this Prospectus
shall be deemed to be incorporated by reference herein and to be a part thereof
from the date of filing of such documents, except as to any portion of any
future Annual or Quarterly Report to Stockholders which is not deemed to be
filed under said provisions or any portion of a Proxy Statement not deemed
incorporated herein by reference. Any statement made in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that such statement is replaced or modified by a
statement contained in a subsequently dated document incorporated by reference
or contained in this Prospectus. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents. Written or oral requests for such copies should be directed to Carol
Gratzke, Chief Financial Officer, 6835 Valjean Avenue, Van Nuys, California
91406 (Telephone: (818) 908-9868).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Commission. These reports, proxy statements and other
information can be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: The Chicago Regional Office, Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago Illinois 60661-2511 and the New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Such reports, proxy statements and other information filed by the Company
can also be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. Copies of such
materials can also be obtained by mail at prescribed rates upon written request
addressed to the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 or through the Commission's web
site at http://www. sec. gov.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended,
with respect to the securities offered hereby (the "Registration Statement").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement, including the exhibits and financial statements and
schedules, if any, filed therewith or incorporated therein by reference.
Statements contained in this Prospectus or incorporated herein by reference as
to the contents of any contract or other document are not necessarily complete,
and in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or incorporated
herein by reference, each statement being qualified in its entirety by such
reference. The Registration Statement, including the exhibits thereto, may be
inspected without charge at the Commission's principal office in Washington,
D.C., and copies of any and all parts thereof may be obtained from such office
after payment of the fees prescribed by the Commission or through the
Commission's web site.
2
<PAGE>
THE COMPANY
The Company's principal business is marketing and licensing of the
Company's proprietary brand names and other brands it may acquire in the future
to domestic and international licensees for a variety of apparel, footwear,
accessories and other products. As of June 1, 1996, the Company had 29
continuing license agreements with wholesalers and retailers. Wholesale
licensees manufacture and import various categories of apparel, footwear and
accessories, primarily under the Cherokee trademark, and sell the licensed
products to retailers. The Company's primary emphasis for the past year has been
retail direct licensing, in which the Company grants retailers a license,
usually on a nonexclusive basis, to use the Cherokee trademark on certain
categories of merchandise, including those products that the Company previously
manufactured prior to discontinuing such operations during 1995 and 1996. The
retailer is responsible for designing and manufacturing the licensed
merchandise. For a more detailed description of the Company's operations,
including a description of the development and evolution of the Company's
business through two Chapter 11 bankruptcy proceedings occurring prior to the
Company's discontinuation of its manufacturing operations, see the Company's
Annual Report on Form 10-K for the fiscal year ended June 1, 1996, which is
incorporated herein by reference.
The Company's offices are located at 6835 Valjean Avenue, Van Nuys,
California 91406, and its telephone number is (818) 908-9868.
3
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED HEREIN OR INCORPORATED
HEREIN BY REFERENCE, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY
IN EVALUATING AN INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS.
Competition: Cherokee brand footwear, apparel, and accessories -- which are
manufactured and sold by wholesalers and retail licensees -- are subject to
extensive competition by numerous domestic and foreign companies. Such
competitors include Levi Strauss & Co., Liz Claiborne, Guess?, Esprit de Corp.,
VF Corp., Bernard Chaus, and private labels developed for retailers. Factors
which shape the competitive environment include quality of garment construction
and design, brand name, style and color selection, price and the manufacturer's
ability to respond quickly to the retailer on a national basis. In recognition
of the increasing trend towards consolidation of retailers and greater emphasis
by retailers on the manufacture of private label merchandise, the Company's
business plan principally focuses on creating strategic alliances with major
retailers for their sale of Cherokee products through the licensing of the
Cherokee trademark directly to retailers. Therefore, the success of the Company
is dependent on its licensees' ability to design, manufacture and sell Cherokee
brand products and to respond to ever changing consumer demands. Other companies
owning established trademarks could also enter into similar arrangements with
retailers.
Dependence on Single Licensee: Currently, 79% of the Company's licensing
revenues are generated from a single source, Target Stores ("Target"), a
division of Dayton Hudson, pursuant to certain exclusive and non-exclusive
licensing agreements (the "Target License Agreements"). Until and unless the
Company is able to significantly expand its revenues from other licensing
sources it will be dependent on revenues from the Target License Agreements for
most of its revenues. Although the Target License Agreements provide for minimum
annual royalty payments based upon aggregate sales of no less than $575,000,000
during the term thereof which expires on January 31, 2001, if for whatever
reason, Target does not pay the minimum royalties under the Target License
Agreements or elects not to renew the Target License Agreements upon their
expiration, the Company's business and operations could be adversely affected.
There can be no guarantee that the Company could be able to replace the Target
royalty payments from other sources.
Dependence on Key Management: The overall business and marketing strategy
and current direction of the Company has been principally conceived and
implemented by Robert Margolis, its current Chairman and Chief Executive
Officer, Patricia Warren, its current President, and Carol Gratzke, its current
Chief Financial Officer. Although the Company believes that it has sufficiently
implemented the business plan set in motion by each of these individuals and
that it could successfully continue to implement its business plans
notwithstanding the departure of any of such individuals, it cannot state with
certainty the degree of success, if any it would have if any of them were to
leave the Company.
___________________
The above risk factors should be considered carefully in addition to the
other information in this Prospectus and information incorporated herein by
reference before purchasing the securities offered hereby. Except for the
historical information contained herein or incorporated herein by reference, the
discussion in this Prospectus or incorporated by reference into this Prospectus
contains certain forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Prospectus
and incorporated by reference herein should be read as being applicable to all
related forward-looking statements wherever they appear in or are incorporated
herein by reference into this Prospectus. The Company's actual results could
differ materially from those discussed here or incorporated herein by reference.
Factors that could cause or contribute to such differences include those
discussed above, as well as those discussed elsewhere herein or incorporated
herein by reference.
4
<PAGE>
SELLING STOCKHOLDERS
The following table shows for the Selling Stockholders, (i) the number of
shares and percentage of Common Stock of the Company beneficially owned by them
as of November 1, 1996, (ii) the number of shares covered by this Prospectus and
(iii) the percentage of ownership if all shares of Common Stock covered by this
Prospectus are sold.
<TABLE>
<CAPTION>
Number of Shares Number of Shares Percent of
Selling Beneficially Percent of Covered by This Class After
Stockholder Owned(1) Class Prospectus(2) Offering
----------- ---------------- ---------- ---------------- -----------
<S> <C> <C> <C> <C>
Avi Dan (3) 381,667 4.8% 366,667 *
Michael Seyhun (4) 96,000 1.2% 96,000 *
Douglas Weitman (3) 232,088 2.9% 73,996 2%
</TABLE>
______________________________
* None or less than 1%.
(1) Includes shares of Common Stock issuable upon exercise of options and
warrants exercisable at November 1, 1996 or within sixty days thereof.
(2) Includes shares of Common Stock issuable upon exercise of options and
warrants whether or not currently exercisable.
(3) Current director of the Company.
(4) Former Chief Operating Officer and Chief Financial Officer of the Company.
The address of each Selling Stockholder is c/o Cherokee Inc, 6835 Valjean
Avenue, Van Nuys, California 91406
Information set forth in the tables regarding the securities owned by each
Selling Stockholder is provided to the best knowledge of the Company based on
information furnished to the Company by the respective Selling Stockholder
and/or available to the Company through its stock transfer records.
5
<PAGE>
PLAN OF DISTRIBUTION
The shares may be sold by the Selling Stockholders or by pledgees, donees,
transferees or other successors-in-interest. Such sales may be made in the over-
the-counter market, in privately negotiated transactions, or otherwise, at
prices and at terms then prevailing, at prices related to the then current
market prices or at negotiated prices. The shares may be sold by one or more of
the following methods: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal in order to consummate the transaction; (b) a
purchase by a broker or dealer as principal, and the resale by such broker or
dealer for its account pursuant to this Prospectus, including resale to another
broker or dealer; or (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers. In effecting sales, brokers or dealers
engaged by a Selling Stockholder may arrange for other brokers or dealers to
participate. Any such brokers or dealers will receive commissions or discounts
from a Selling Stockholder in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or dealers may
be deemed to be 'underwriters' within the meaning of the Securities Act of 1933,
as amended. Any gain realized by such a broker or dealer on the sale of shares
which it purchases as a principal may be deemed to be compensation to the broker
or dealer in addition to any commission paid to the broker by a Selling
Stockholder.
The shares covered by this Prospectus may be sold under Rule 144 under the
1933 Act ("Rule 144") instead of under this Prospectus. None of such shares
currently qualify for sale under Rule 144. The Company will not receive any
portion of the proceeds of the shares sold by the Selling Stockholders, but will
receive funds upon the exercise of the options and warrants, which funds, if
any, will be used for working capital. There is no assurance that the Selling
Stockholders will sell any or all of the shares of Common Stock available under
such options or warrants currently held by such person.
The Selling Stockholders have advised the Company that during the time each
is engaged in distribution of Common Stock covered by this Prospectus, each will
comply with Rules 10b-5 and 10b-6 under the 1934 Act and pursuant thereto: (i)
will not engage in any stabilization activity in connection with the Company's
securities; (ii) will furnish each broker through which Common Stock covered by
this Prospectus may be offered the number of copies of this Prospectus which are
required by each broker; and (iii) will not bid for or purchase any securities
of the Company or attempt to induce any person to purchase any of the Company's
securities other than as permitted under the 1934 Act. Certain of the Selling
Stockholder may be "affiliated purchasers" of the Company as defined in Rule
10b-6 and such persons have been further advised that pursuant to Securities
Exchange Act Release 34-23611 (September 11, 1986), they must coordinate their
sales under this Prospectus with each other and the Company for purposes of Rule
10b-6.
LEGAL OPINION
The validity of the securities offered hereby will be passed upon for the
Company by Jeffer, Mangels, Butler & Marmaro LLP, Los Angeles, California.
EXPERTS
The financial statements of Cherokee Inc. as of June 1, 1996 and June 3,
1995, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the fiscal year ended June 1, 1996, the three months ended
June 3, 1995 and the nine months ended February 25, 1995 appearing in Cherokee
Inc.'s Annual Report (Form 10-K) for the year ended June 1, 1996, have been
audited by Coopers & Lybrand L.L.P., independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Cherokee Inc. for the year ended
May 28, 1994 appearing in Cherokee Inc.'s Annual Report (Form 10-K) for the year
ended June 1, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon (which contains an explanatory
paragraph with respect to Cherokee Inc.'s ability to continue as a going
concern) included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
6
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF ANY OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE...................................................... 2
AVAILABLE INFORMATION.................................................. 2
THE COMPANY............................................................ 3
RISK FACTORS........................................................... 4
SELLING STOCKHOLDERS................................................... 5
PLAN OF DISTRIBUTION................................................... 6
LEGAL OPINION.......................................................... 6
EXPERTS................................................................ 6
</TABLE>
CHEROKEE INC.
COMMON STOCK
_______________________
PROSPECTUS
_______________________
November 5, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses, in connection with
the offering described in this Registration Statement.
<TABLE>
<CAPTION>
TOTAL
-----
<S> <C>
SEC Filing Fee................................... $ 935
EDGAR and Reproduction*.......................... 500
Accounting Fees and Expenses*.................... 2,000
Legal Fees and Expenses*......................... 5,000
Miscellaneous*................................... 169
------
Total............................................ $8,604
======
</TABLE>
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the directors will
not be personally liable to the Company or to any stockholder for the breach of
a fiduciary responsibility, to the full extent that such limitation or
elimination of liability is permitted under Delaware law.
Pursuant to the authority granted under Section 145 of the Delaware General
Corporation Law, the Company's Bylaws provide that the Company will indemnify
its directors and officers to the full extent permitted under the Delaware law.
Pursuant to the Bylaws and Delaware law, the Company will indemnify each
director and officer against any liability and related expenses (including
attorneys' fees) incurred in connection with any proceeding in which he or she
may be involved by reason of serving in such capacity so long as the director or
officer acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
A director and officer is also entitled to indemnification against expenses
incurred in any action or suit by or in the right of the Company to procure a
judgment in its favor by reason of serving in such capacity if he or she acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Company, except that no such indemnification will be made
if the director or officer is judged to be liable to the Company, unless the
applicable court of law determines that despite the adjudication of liability
the director or officer is fairly and reasonably entitled to indemnification for
such expenses.
The Bylaws authorize the Company to advance funds to a director or officer
for costs and expenses (including attorneys' fees) incurred in a suit or
proceeding upon receipt of an undertaking by such directors or officer to repay
such amounts if it is ultimately determined that he or she is not entitle to be
indemnified.
The Company may enter into agreements with certain of the Company's
directors and executive officers, indemnifying them to the fullest extent
permitted by Delaware law. Stockholders may have more limited recourse against
such persons than would apply absent these provisions.
The Company may obtain insurance policies indemnifying the directors and
officers against certain civil liabilities, including liabilities under the
federal securities laws, which might be incurred by them in such capacity.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number
- ------
3.1 Certificate of Incorporation (as amended) (1)
3.2 Bylaws (as amended) (2)
4 See Exhibits 3.1 and 3.2
5 Opinion of Jeffer, Mangels, Butler & Marmaro LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Jeffer, Mangels, Butler & Marmaro LLP (included in Exhibit
5)
24 Power of attorney (see page II-4)
____________________
(1) Incorporated by reference to identically numbered exhibit to
Registrant's Form 10 dated April 24, 1995.
(2) Incorporated by reference to identically numbered exhibit to
Registrant's Form 10 dated April 24, 1995.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-8, Form S-3 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on the fifth
day of November, 1996.
CHEROKEE INC.
By: /s/ ROBERT MARGOLIS
------------------------------------
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 Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting along, 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 of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------ ---------------------------- -----------------
<S> <C> <C>
/S/ ROBERT MARGOLIS Director, Chairman and Chief November 5, 1996
- --------------------------- Executive Officer
Robert Margolis
/S/ CAROL GRATZKE Chief Financial Officer November 5, 1996
- --------------------------- (Chief Accounting Officer)
Carol Gratzke
/S/ HERSCHEL ELIAS Director November 5, 1996
- ---------------------------
Herschel Elias
/S/ JEFFREY SCHULTZ Director November 5, 1996
- ---------------------------
Jeffrey Schultz
/S/ DOUGLAS WEITMAN Director November 5, 1996
- ---------------------------
Douglas Weitman
/S/ JESS RAVICH Director November 5, 1996
- ---------------------------
Jess Ravich
/S/ KEITH HULL Director November 5, 1996
- ---------------------------
Keith Hull
/S/ AVI DAN Director November 5, 1996
- ---------------------------
Avi Dan
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS FILED
Exhibit Number Description
- -------------- -----------
5 Opinion of Jeffer, Mangels, Butler & Marmaro LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Jeffer, Mangels, Butler & Marmaro LLP
(included in Exhibit 5)
24 Power of attorney (see page II-4)
II-5
<PAGE>
EXHIBIT 5
[LETTERHEAD OF JEFFER, MANGELS, BUTLER & MARMARO LLP]
November 5, 1996 57240-0001
Cherokee Inc.
6835 Valjean Ave.
Van Nuys, California 91406
Re: Cherokee Inc. -
Registration Statement on Form S-3
----------------------------------
Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement"), that Cherokee Inc. (the "Company") intends to
file with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
536,663 shares (the "Shares") of the Company's Common Stock, par value $0.02
per share to be offered for resale by certain stockholders of the Company. We
are familiar with the actions taken and proposed to be taken by you in
connection with the authorization and proposed issuance and sale of the Shares.
It is our opinion that when the Registration Statement has become
effective under the Act, and subject to the appropriate qualification of the
Shares by the appropriate authorities of the various states in which the Shares
will be sold, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion in connection with such
filing of applications by the Company as may be necessary to register, qualify
or establish eligibility for an exemption from registration or qualification of
the Shares under the blue sky laws of any state or other jurisdiction. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Respectfully submitted,
JEFFER, MANGELS, BUTLER & MARMARO LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Cherokee Inc. on Form S-3 of our report dated August 9, 1996, on our audits of
the consolidated financial statements and financial statement schedule of
Cherokee Inc. as of June 1, 1996 and June 3, 1995 and the related statements of
operations, stockholders' equity and cash flows for the year ended June 1, 1996,
the three months ended June 3, 1995 and the nine months ended February 25, 1995
which report is included in Cherokee Inc's. Annual Report on Form 10-K. We also
consent to the reference to our firm under the caption "Experts."
Los Angeles, California Coopers and Lybrand L.L.P.
November 5, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-0000) and related Prospectus of
Cherokee Inc. for the registration of 536,663 shares of its common stock and to
the incorporation by reference therein of our report dated August 25, 1994, with
respect to the consolidated financial statements and schedules of Cherokee Inc.
included in its Annual Report (Form 10-K) for the year ended June 1, 1996, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
November 5, 1996
