joes_13da1-dahan.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 1)*
Under
the Securities Exchange Act of 1934
JOE’S JEANS
INC.
(Name of
Issuer)
Common Stock, par value
$0.10 per share
(Title of
Class of Securities)
47777N101
(CUSIP
Number)
November 12,
2008
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule §240.13d-7 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).
Continued
on following page(s)
Page 1 of
4 Pages
CUSIP
No. 47777N101
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Page 2
of 4 Pages
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1
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NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Dahan
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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5
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CHECK BOX OF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
14,364,708
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
14,364,708
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,364,708
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.71%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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CUSIP
No. 47777N101
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Page 3
of 4 Pages
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This
Amendment No. 1 to Schedule 13D relates to shares of common stock, par value
$0.10 per share (the “Shares”), of Joe’s Jeans Inc., a Delaware corporation (the
“Issuer”). This Amendment No. 1 supplementally amends Items 2 – 5 of
the initial statement filed by Joseph M. Dahan on Schedule 13D, dated October
25, 2007, and all amendments thereto (collectively, the “Initial
Statement”). Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Initial Statement.
Item
2. Identity and Background.
This
statement is filed on behalf of Joseph M. Dahan, a United States citizen (“Mr.
Dahan”). Mr. Dahan serves as the creative director of the
Issuer. The principal business address of Mr. Dahan is 5901 South
Eastern Avenue, Commerce, CA 90040.
During
the last five years, Mr. Dahan has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has he been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws of finding any
violation with respect to such laws.
Item
3. Source and Amount of Funds or Other
Consideration.
Item
4. Purpose of Transaction.
On
November 6, 2006, Mr. Dahan was granted 546,000 restricted stock units pursuant
to the Issuer’s 2004 Stock Incentive Plan. The restricted stock units
represent a contingent right to receive one Share subject to vesting
requirements. The restricted stock units vest as follows: 1/8 of the
grant will vest on June 18, 2009 and thereafter every 6 months until the
restricted stock units are fully vested on December 18, 2012. On
November 12, 2006 (the “Date of Event”), Mr. Dahan sold 600,000 shares to
satisfy certain obligations in connection with a secured loan.
Item
5. Interest in Securities of the Issuer.
(a) –
(b) As of the Date of Event, Mr. Dahan may be deemed to be the
beneficial owner of 14,364,708 Shares. This number consists of: (i)
13,618,708 Shares held by Mr. Dahan, (ii) 200,000 Shares issuable upon the
exercise of employee stock options held by Mr. Dahan (the “Options”), and (iii)
546,000 Shares issuable upon vesting of restricted stock units held by Mr.
Dahan. Assuming full exercise of the Options and vesting of the
restricted stock units, Mr. Dahan may be deemed to be the beneficial owner of
approximately 23.71% of the Issuer’s outstanding shares. Mr. Dahan
has sole power to vote and dispose of the 14,364,708 Shares.
(c) Except
as described in response to Item 4, there have been no transactions with respect
to the Shares by Mr. Dahan during the 60-day period preceding the Date of
Event.
(d) Not
applicable.
(e) Not
applicable.
CUSIP
No. 47777N101
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Page 4
of 4 Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
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Date:
December 15, 2008
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JOSEPH
M. DAHAN |
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/s/
Joseph M. Dahan |
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