8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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 2, 2014

CHEROKEE INC.

(Exact name of registrant as specified in its charter)

Delaware	1-18640	95-4182437
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5990 Sepulveda Boulevard

Sherman Oaks, California 91411

(Address of Principal Executive Offices) (Zip Code)

(818) 908-9868

(Registrant’s telephone number, including area code)

(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 (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 1.01Entry into a Material Definitive Agreement.

Renewal and Amendment No. 4 to Restated License Agreement with Target

On January 2, 2014, Cherokee and Target General Merchandise, Inc. (“Target”) entered into a renewal and amendment (the “Target Amendment”) to the Restated License Agreement entered into between Cherokee and Target as of February 1, 2008, and amended as of December 1, 2011, January 29, 2013 and April 3, 2013 (the “Target License Agreement”).

Concurrent with the execution of the Target Amendment, Target exercised its right to renew the Target License Agreement through January 31, 2017.

Prior to the effectiveness of the Target Amendment, Target had the right to renew the Target License Agreement for successive one (1) year periods, provided that it satisfied the minimum guaranteed royalty payment of $10,500,000 for the preceding fiscal year.  Under the Target Amendment, Target now has the right to renew the Target License Agreement for successive two (2) year periods, provided that it satisfied the minimum guaranteed royalty payment of $10,500,000 for the preceding fiscal year, by providing written notice of renewal at least one (1) year prior to the end of the then current extended restated term.

All other terms of the Target License Agreement continue in full force and effect.

The foregoing summary description of the Target Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the terms and conditions of the Target Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1	Renewal and Amendment No. 4 to Restated License Agreement, by and between Cherokee Inc. and Target General Merchandise, Inc., dated January 2, 2014*

*Filed herewith.

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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.

	CHEROKEE INC.
January 6, 2014	By:	/s/ Jason Boling
		Jason Boling
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

RENEWAL AND AMENDMENT NO. 4 TO

CHEROKEE RESTATED LICENSE AGREEMENT

THIS RENEWAL AND AMENDMENT NO. 4 TO THE RESTATED LICENSE AGREEMENT (this “Amendment”), is made and entered into on the 2nd day of January, 2014, between Cherokee Inc., (“Licensor”), and Target General Merchandise, Inc. (“Licensee”), with reference to the following facts:

WHEREAS, the Parties entered into a Restated License Agreement, dated as of February 1, 2008, and amended as of December 1, 2011, January 29, 2013 and April 3, 2013 (as amended, the “Restated Agreement”); and

WHEREAS, the Parties desire to renew and amend the Restated Agreement on the terms and conditions contained herein.

NOW THEREFORE, the Parties hereto agree as follows:

1.Capitalized terms used and not defined herein shall have the same meaning as in the Restated Agreement.

2.Amendment.  The Parties hereby amend the Restated Agreement by deleting Section 2b in its entirety and replacing it with the following:

“2b.Extended Restated Terms. Provided that Licensee has paid a Minimum Guaranteed Royalty equal to or greater than $10,500,000 for the preceding Fiscal Year, Licensee shall have the right, in its sole discretion, to renew the Restated Agreement on the same terms and conditions for successive two (2) Fiscal Year periods by providing Licensor with written notice of renewal at least one (1) year prior to the end of the then current Extended Restated Term.”

3.Renewal.  In accordance with Section 2b as amended above, Target hereby renews the Restated Agreement for an additional period of two (2) Fiscal Years, specifically, from February 1, 2015 through January 31, 2017.

4.Except as expressly amended or set forth herein, all of the terms and conditions contained in the Restated Agreement shall remain in full force and effect. References herein or in the Restated Agreement to “this Agreement” shall be deemed to refer to the Restated Agreement as amended by this Amendment No. 4.

5.This Renewal and Amendment No. 4 may be executed by facsimile and in one or more counterparts, all of which shall be considered one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the Parties has executed this Renewal and Amendment No. 4 as of the date first written above.

Target General Merchandise, Inc.			Cherokee Inc.
By:	/s/ Patricia M. Adams		By:	/s/ Henry Stupp
		Patricia M. Adams	Henry Stupp
		SVP Merchandising,	Chief Executive Officer
		Apparel & Accessories

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