UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2011
BERNARD CHAUS, INC.
(Exact Name of Registrant as Specified in Charter)
New York (State or Other Jurisdiction of Incorporation) |
1-9169 (Commission File Number) |
13-2807386 (I.R.S. Employer Identification Number) |
530 Seventh Avenue | ||
New York, New York (Address of Principal Executive Offices) |
10018 (Zip Code) |
(212) 354-1280
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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 (see General
Instruction A.2. below):
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 3.02. | Unregistered Sales of Equity Securities. |
On April 29, 2011, Bernard Chaus, Inc. (the Company) and Oceanroc Investments
Limited (Oceanroc), a wholly owned subsidiary of China Ting Group Holdings Limited, entered into
a Subscription Agreement, pursuant to which Oceanroc purchased from the Company three million
(3,000,000) shares of common stock of the Company (the CTG Shares) for a purchase price of three
hundred thousand dollars ($300,000), payable by Oceanroc in cash. The CTG Shares were sold in a
private placement in reliance upon the exemption from registration provisions of the Securities Act
of 1933, as amended (the Securities Act), contained in Section 4(2) of the Securities Act. To
support such exemption, the Company received representations from Oceanroc as to its status as an
accredited investor within the meaning of Rule 501(a) of Regulation D of the Securities Act and
its acquisition of such shares for investment purposes only and not with a view to any distribution
in violation of the Securities Act or the rules or regulations
thereunder. Any certificate
representing the CTG Shares will contain a legend to the effect that such shares are not registered
under the Securities Act and may not be transferred except pursuant to a registration which has
become effective under the Securities Act or pursuant to an exemption from such registration.
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.
BERNARD CHAUS, INC. |
||||
By: | /s/Josephine Chaus | |||
Josephine Chaus | ||||
Chief Executive Officer | ||||
Date: May 4, 2011