- Current report filing (8-K)
15 1월 2010 - 6:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of
Earliest Event Reported):
January 8,
2010
Joes
Jeans Inc.
(Exact name of registrant as specified in its charter)
Delaware
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0-18926
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11-2928178
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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2340 S. Eastern Ave, Commerce,
California
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90040
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone
number, including area code:
323-837-3700
5901 S. Eastern Ave, Commerce, California, 90040
Former name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Agreement
with Dependable Distribution Centers
On
January 8, 2010, Joes Jeans Inc. (the
Company
)
entered into an agreement with Dependable Distributions Centers (
DDC
) to provide warehouse storage
and fulfillment services and corporate office space to the Company on a month
to month basis. Under the terms of the
agreement with DDC, the Company will pay on a per square foot basis for office
and warehouse space along with an hourly billing rate for labor associated with
the services provided by DDC. The
agreement may be cancelled by either party upon 30 days written notice or if
no storage or other services are performed for a period of 180 days. The agreement contains other customary terms
and conditions related to the handling and storage of products, as well as the
provision of services under the agreement.
Prior to entering into this agreement, there was no material relationship
between the Company and DDC.
Purchase
Agreement with 405 Mateo Real Estate LLC
On
January 11, 2010, the Company entered into a Purchase and Sale Agreement
(the
Agreement
) with 405 Mateo
Real Estate, LLC (the
Seller
). Under the terms of the Agreement, the Company
will purchase from the Seller a facility consisting of approximately 83,000
square feet located in downtown Los Angeles and all related leases and
contracts (the
Property
) for a purchase
price of $6,750,000.00, subject to certain pro-rations and adjustments. The Company intends to use the Property as
its new corporate headquarters and distribution center.
Concurrently
with the execution of the Agreement, the Company placed a deposit of $500,000
(the
Deposit
) in an escrow
account for a 45-day period (the
Feasibility Period
)
while the Company reviews the leases and other written agreements which affect
the Property or its operation, environmental reports, title commitment, title
survey, tax bills and other due diligence documents relating to the Property
and the Seller satisfies various closing conditions specified in the
Agreement. During the Feasibility
Period, the Company may, in its sole discretion, elect by written notice to the
Seller to terminate the Agreement for any reason or no reason. Upon such termination, the Company will be
entitled to a refund of the Deposit, together with any interest thereon, if
any. Should the Company not provide a
termination notice during the Feasibility Period, the balance of the purchase price,
net of the Deposit, will be payable to the Seller at the closing of the
transaction. The expected closing date
is on or about March 29, 2010. The
closing of the transaction is subject to customary closing conditions and
deliveries.
Prior
to the execution of the Agreement, there were no material relationships between
the Company or any of its affiliates and the Seller.
ITEM
1.02 Termination of a Material
Definitive Agreement
Effective
January 8, 2010, the Company terminated both its warehouse storage and
fulfillment services agreement (the Services Agreement) and its verbal lease
for office space (the Lease) with Pixior LLC (Pixior). The Services Agreement provided for warehouse
storage and fulfillment services to be provided at a fixed rate per month and
the Lease provided for rent to be paid at a fixed rate per month. The Company terminated the agreement in
connection with entering into the warehouse storage and fulfillment agreement
as described above with DDC.
Pursuant
to a settlement agreement entered into among the Company, Joe Dahan, Marc
Crossman, Pixior and Yassine Amallal, the Services Agreement was terminated
effective January 8, 2010, the Lease was terminated effective upon
completion of the move, the parties released all claims or causes of action
that they may have against each other, their employees and officers and the
Company paid to Pixior a payment of $329,000, subject to adjustment after
completion of the final inventory report and move.
2
ITEM
8.01 Other Events
On
January 8, 2010, as described above, the Company signed an agreement to
relocate its corporate headquarters to 2340 S. Eastern Avenue, Commerce,
California 90040. The Company completed
the relocation on or about January 11, 2010. The Company is temporarily moving its
corporate headquarters while it completes the purchase and build out of the new
corporate office, warehouse and distribution space.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Joes
Jeans Inc.
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January 14, 2010
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By:
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/s/
Marc Crossman
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Name: Marc Crossman
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Title: President & CEO
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4
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