SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
Mitchell Dobies, President
Jenna Lane, Inc.
1407 Broadway, Suite 2004
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)
June 5, 1998
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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 []. (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........Mitchell Dobies
S.S. or I.R.S. Identification No. of Above Person....117-
44-9082
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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)......X.......
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6) Citizenship or Place of Organization.........U.S.
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Number of (7) Sole Voting Power...........741,715
Shares Bene- -------------------------------------------
ficially Owned (8) Shared Voting Power...............0
by Each Reporting -------------------------------------------
Person With (9) Sole Dispositive Power......741,715
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(10) Shared Dispositive Power.........0
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person.......741,715
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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..16.66%
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14) Type of Reporting Person (See Instructions).....IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No.1 to 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 2004, New York, New York 10018.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Mitchell Dobies
(b) Residence or business address: 1407 Broadway, Suite 2004, 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. Dobies is President and a director of the Issuer,
whose address is set forth in Item 2(b) above.
(d) Involvement in Certain Legal Proceedings. In 1991, Mr. Dobies was
convicted by a state court in Essex County, New Jersey, of theft in the third
degree of certain materials from a contractor of CR & ME, Ltd. ("CR & ME"), his
former employer. Mr. Dobies agreed to a plea bargain, after which he received
probation and community service. Mr. Dobies maintains that the only items he
removed from the supplier's location were those owned by CR & ME, but did not
believe it was in his or CR & ME's best interest to pursue a trial in the
matter.
(e) Party to a Civil Proceeding. Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. NOT APPLICABLE.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was to comply with and satisfy the terms
of the Employment Agreement (as defined in Item 5 herein) entered into by the
reporting person and the Issuer. 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) Reporting person owns an aggregate of 741,715 shares of Common
Stock, representing 16.66% of the outstanding shares of Common Stock. These
share numbers reflect a 10% stock dividend paid in March 1998.
(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
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<PAGE>
respect to the remaining Performance Shares.
(c) The Issuer on June 5, 1998 repurchased from the reporting person
122,571 Performance Shares (as defined in the Employment Agreement) of Common
Stock, subject to the terms of the Amended and Restated Employment Agreement
dated as of January 30, 1997 (the "Employment Agreement"), by and between the
Issuer and the reporting person. The Employment Agreement provides that of the
Performance Shares issued to the reporting person as of the date of the
Employment Agreement, one-half should be repurchased by the Issuer for the par
value thereof in the event that the Issuer does not achieve net income before
taxes ("Net Income") of at least $2.0 million during the period of April 1, 1997
through March 31, 1998 ("1998 Fiscal Year"), subject to specific limitations
described therein. As of the end of the Issuer's 1998 Fiscal Year, the Issuer
did not achieve a Net Income of at least $2.0 million and in addition did not
achieve an amount over $1.5 million but under $2.0 million, which would trigger
the specific limitations described within the Employment Agreement, potentially
reducing the amount of shares to be repurchased. Therefore, the Issuer, having
achieved under $1.5 million in Net Income, repurchased the shares specified
above from the reporting person for an aggregate of $1,225.71 subject to the
terms, conditions and limitations provided in the Employment Agreement, in full
compliance and satisfaction of the terms thereof in connection with the matters
contemplated hereby. Share amounts include shares underlying 36,667 currently
exercisable stock options of the Issuer.
(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 beneficially owned by him for a period of two years from March
20, 1997. This limitation did not apply to the repurchase of Performance Shares
described herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. NOT APPLICABLE.
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: 6/5/98
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/s/ Mitchell Dobies
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MITCHELL DOBIES
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