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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Jenna Lane, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
476142 10 4
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(CUSIP Number)
Charles Sobel, Executive Vice-President
Jenna Lane, Inc.
1407 Broadway, Suite 1801
New York, New York 10018
(212) 704-0002
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The 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, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.........476142 10 4 Page 2 of 4 Pages
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1) Name of Reporting Person........Charles Sobel
S.S. or I.R.S. Identification No. of Above Person...106-
50-1613
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2) Check the Appropriate Box if a Member of a Group (see
Instructions) (a)....................................
(b)....................................
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3) SEC Use Only......................................................
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4) Source of Funds (See Instructions)......(See Item 3)
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).........
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6) Citizenship or Place of Organization.........U.S.
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Number of (7) Sole Voting Power...........765,714
Shares Bene- --------------------------------------------------------
ficially Owned (8) Shared Voting Power...............0
by Each Reporting --------------------------------------------------------
Person With (9) Sole Dispositive Power......765,714
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(10) Shared Dispositive Power.........0
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person.......765,714
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12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)......
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13) Percent of Class Represented by Amount in Row 11..18.02%
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14) Type of Reporting Person (See Instructions).....IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement of Beneficial Ownership on Schedule 13D relates to the
Common Stock, par value $.01 per share (the "Common Stock") of Jenna Lane, Inc.,
a Delaware corporation (the "Issuer"), whose principal executive offices are
located at 1407 Broadway, Suite 1801, New York, New York 10018.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Charles Sobel
(b) Residence or business address: 1407 Broadway, Suite 1801, New York,
New York 10018.
(c) Present principal occupation or employment and the name, principal
business and address or any corporation or other organization in which such
employment is conducted: Mr. Sobel is Executive Vice-President, Co-Chief
Executive Officer and a director of the Issuer, whose address is set forth in
Item 2(b) above.
(d) Involvement in Certain Legal Proceedings. Not applicable.
(e) Party to a Civil Proceeding. Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
291,429 shares of the Common Stock disclosed herein (the "Performance
Shares") were issued to the reporting person by the Issuer in March 1995 and
June 1996 as employment compensation at no cost to reporting person and are
repurchasable by the Issuer if the Issuer does not attain certain financial
milestones. 47,619 shares were purchased from Lawrence Kaplan in April 1996
through delivery of a promissory note in the amount of $31,125.00 to Mr. Kaplan.
129,250 shares were purchased from Mitchell Dobies in April 1996 in exchange for
a promissory note in the amount of $129,250.00. 190,476 shares were purchased
in March 1995 from the Company for $100,000, in the form of $25,000 cash and a
$75,000 promissory note to the Company which has been repaid in full. On March
26, 1997, reporting person sold 60,000 shares of Common Stock at $5.00 per share
as part of the Issuer's initial public offering (the "Sold Shares"). In August
1996, reporting person received options (the "August Options") to purchase
25,000 shares of Common Stock at $2.00 per share, which options are currently
fully exercisable. In March 1997, reporting person received options (the "March
Options") to purchase 25,000 shares of Common Stock at $5.00 per share, one
third of which are fully exercisable on March 12, 1998, one-third of which are
exercisable on March 12, 1999 and one-third of which are exercisable on March
12, 2000. The shares underlying the March Options are reported herein, but
ownership thereof is disclaimed by the reporting person as such March Options
are not exercisable within 60 days of the date hereof.
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ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transactions were for private investment. The reporting
person is not interested in, and has no plans or proposals which relate to or
would result in, the items described in Item 4(a)-(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Subject to the disclaimer set forth in Item 3, reporting person
beneficially owns an aggregate of 765,714 shares of Common Stock, representing
18.02% of the outstanding shares of Common Stock.
(b) As to all shares indicated above, reporting person has sole power to
vote and to dispose or direct the disposition thereof, except for the Issuer's
repurchase obligations with respect to the Performance Shares.
(c) All shares reported herein were acquired by Mr. Sobel. These shares
were acquired at the following times: March 17, 1995, 413,334 shares (including
222,857 Performance Shares); April 13, 1996, 293,809 shares; June 30, 1996,
68,571 shares (all Performance Shares). On March 26, 1997, reporting person
sold 60,000 shares of Common Stock at $5.00 per share as part of the Issuer's
initial public offering. No shares underlying the August Options or the March
Options have been purchased.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock disclosed herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reporting person has agreed not to sell or otherwise dispose of any
securities of the Company beneficially owned by him (other than the Sold Shares)
for a period of two years from March 19, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement prohibiting transfer or sale of securities for a 2 year
period commencing on March 19, 1997.
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 3/26/97
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/s/ Charles Sobel
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CHARLES SOBEL
EXHIBIT INDEX:
1. Agreement prohibiting transfer or sale of securities for a two year period
commencing March 19, 1997.
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Exhibit 1:
Jenna Lane, Inc.
1407 Broadway
New York, NY 10018
Walsh Manning Securities, LLC
90 Broad Street
New York, NY 10004
RE: Jenna Lane, Inc.
Director/Officer Lockup
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Dear Sir/Madam:
The undersigned is the beneficial owner of securities of Jenna Lane, Inc.
(the "Company"). The undersigned has been advised that the Company has entered
into a Letter of Intent with Walsh Manning Securities, LLC for a public offering
by the Company of approximately $7,000,000 of gross proceeds (the "Public
Offering"). The undersigned further understands that it is a condition of the
Letter of Intent and successful completion of the Public Offering, including
listing of the Company's securities on the Nasdaq National Market System, that
the undersigned execute and deliver this Letter Agreement. The undersigned
hereby agrees that, for a period of two years from the date (the "Effective
Date") of the final Prospectus covering the Public Offering of the Company, the
undersigned will not offer, pledge, sell, hypothecate, contract to sell, grant
any option for the sale of, or otherwise dispose of, directly or indirectly, any
securities of the Company, other than the Selling Common Stockholder Shares (as
defined in the preliminary prospectus covering the Public Offering).
The undersigned acknowledges and agrees that the Company will request that
the Company's transfer agent place a stop transfer instruction on all securities
of Jenna Lane, Inc. held by the undersigned (other than the Selling Common
Stockholder Shares), reflecting this Letter Agreement.
Date: March 6, 1997 /s/ Charles Sobel
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Charles Sobel
Please date, sign exactly as name appears on the records of the Company, and
promptly return in the enclosed envelope. When signing as guardian, executor,
administrator, attorney, trustee, custodian, or in any other similar capacity,
please give full title. If a corporation, sign in full corporate name by
president or other authorized officer, giving title. If a partnership, sign in
partnership name by authorized person. In the case of joint ownership, each
joint owner must sign.
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