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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As
filed with the Securities and Exchange Commission on September&nbsp;29, 2005</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Registration No.&nbsp;333-_____</B>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
<I>Under<BR>
THE SECURITIES ACT OF 1933</I></B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>True Religion Apparel, Inc.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>98-0352633</B><BR>
(I.R.S. Employer Identification No.)</TD>
</TR>
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</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>1525 Rio Vista Avenue<BR>
Los Angeles, CA 90023<BR>
(310)&nbsp;266-3072</B><BR>
(Address of Principal Office and Zip Code)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>2005 Stock Incentive Plan</B><BR>
(Full title of the plan)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Jeffrey Lubell<BR>
Chairman, Chief Executive Officer and President<BR>
True Religion Apparel, Inc.<BR>
1525 Rio Vista Avenue<BR>
Los Angeles, CA 90023</B><BR>
(Name and address of agent for service)<BR>
<B>(323)&nbsp;266-3072</B><BR>
(Telephone number, including area code, of agent for service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Copies to:<BR>
<B>Mark J. Kelson<BR>
Manatt, Phelps &#038; Phillips, LLP<BR>
11355 West Olympic Boulevard<BR>
Los Angeles, California 90064<BR>
(310)&nbsp;312-4000</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="1%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 3px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of Securities to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Offering Price Per</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Aggregate Offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Registered(1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Share</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Price(2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registration Fee(2)</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock,<BR>
$0.0001 par value
per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">4,000,000 shares</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$14.65</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$58,600,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$6,897</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px solid #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 21pt; text-indent: -21pt; margin-top: 6pt"><SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An indeterminate number of additional shares of common stock shall be issuable
pursuant to Rule&nbsp;416 to prevent dilution resulting from stock splits, stock dividends or similar
transactions and in such an event the number of shares registered shall automatically be increased
to cover the additional shares in accordance with Rule&nbsp;416 under
the Securities Act of 1933, as amended, or the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 21pt; text-indent: -21pt; margin-top: 3pt"><SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of
registration fee, based upon the average of the high and low prices
reported on September&nbsp;22, 2005,
as reported on the Nasdaq National Market. Pursuant to Rule 429 of
the General Rules and Regulations under the Securities Act of 1933,
as amended, the prospectus related to this registration statement
will be used in connection with the offer and sale of the Common
Stock previously registered under the Registrant&#146;s Registration
Statements on Form S-8 (Registration Nos. 333-119580 and 333-119578).
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>

</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We prepared this Registration Statement in accordance with the requirements of Form S-8 under
the Securities Act to register an aggregate of 4,000,000 shares of our common stock which may be
issued pursuant to our 2005 Stock Incentive Plan, or the 2005 Plan. The 2005 Plan replaces the 2004
Equity Incentive Plan and the 2004 Stock Option Plan, all of which plans replaced by the 2005 Plan
may be referred to as a &#147;Predecessor Plans.&#148; No further grants will be made under any Predecessor
Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the 2005 Plan, a total number of 1,211,723 shares of our common stock will become
available for issuance over the life of the 2005 Plan. Any shares available for grant
under any Predecessor Plan not subject to outstanding awards are available for issuance under the
2005 Plan. Accordingly, (i) 2,097,999 shares registered on Form S-8 filed by us with the Securities
and Exchange Commission, or the SEC, on October&nbsp;7, 2004 (File No.&nbsp;333-119580) are being carried
forward from the 2004 Stock Option Plan; and (ii) 690,278 shares registered on Form S-8 filed by
us with the SEC on October&nbsp;7, 2004 (File No.&nbsp;333-119578) are being carried forward from the 2004
Equity Incentive Plan. Thus, the total number of shares available for
issuance under the 2005 Plan is
4,000,000 shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement constitutes a &#147;reoffer&#148; prospectus prepared in accordance with
Instruction C of the General Instructions to Form S-8 and Part&nbsp;I to Form S-3. This prospectus may
be utilized by certain participants under the 2005 Plan to cover reoffers and resales of the shares
of common stock received as grants under, or as a result of the exercise of stock options granted
under, the 2005 Plan or a Predecessor Plan. This Registration Statement also contains the
information required pursuant to Part&nbsp;II of Form S-8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 (plan information
and registrant information) will be sent or given to plan participants as specified by Rule
428(b)(1) under the Securities Act. In accordance with
Rule&nbsp;428 under the Securities Act and the &#147;Note&#148; to Part&nbsp;I of Form S-8, these documents are not
being filed with the SEC either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule&nbsp;424 under the Securities Act. These documents and the
documents incorporated by reference in this Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II of
this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><IMG src="v12336v1233603.gif" alt="(TRUE RELIGION LOGO)">
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>24,000 Shares of Common Stock</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the reoffer and resale from time to time by certain of our
stockholders identified herein under the heading &#147;Selling Stockholders&#148; of up to 24,000 shares of
our common stock issuable upon the exercise of outstanding options, rights or awards granted to
such selling stockholders pursuant to the 2004 Equity Incentive Plan,
or the 2004 Plan. This
prospectus also relates to the reoffer and resale from time to time, by our stockholders to be
identified in one or more supplements to this prospectus, of shares issuable upon the exercise of
options, rights or awards granted to such stockholders pursuant to the 2005 Stock Incentive Plan,
or the 2005 Plan. See &#147;Selling Stockholders.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders identified in this prospectus may offer the shares from time to time
through public or private transactions at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices. We will not receive any proceeds from the sale of
the shares covered by this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is quoted on the Nasdaq National Market under the trading symbol &#147;TRLG.&#148; On
September&nbsp;27, 2005, the last reported closing price of our common
stock was $15.50 per share on the
Nasdaq National Market.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The common stock offered pursuant to this prospectus involves a high degree of risk. For
more information, please see the section of this prospectus titled &#147;Risk Factors,&#148; beginning on
page 3.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">The date
of this prospectus is September 28, 2005
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Page Number</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">PROSPECTUS SUMMARY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">FORWARD LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">WHERE YOU CAN FIND MORE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">DILUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">INCORPORATION OF DOCUMENTS BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px">EX-5.1</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px">EX-23.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px">EX-99.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px">EX-99.3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v12336exv5w1.htm">EX-5.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v12336exv23w2.htm">EX-23.2</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v12336exv99w2.htm">EX-99.2</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v12336exv99w3.htm">EX-99.3</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the context otherwise requires or otherwise specifies, references in this prospectus to
&#147;True Religion,&#148; &#147;we,&#148; &#147;our,&#148; and &#147;us&#148; refer to True Religion Apparel, Inc. and our subsidiary,
Guru Denim, Inc., unless otherwise indicated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not authorized anyone to provide you with information different from that contained or
incorporated by reference in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are
permitted. The information contained in, or incorporated by reference in, this prospectus is
accurate only as of the date of this prospectus, or the date of the document in which it appears,
regardless of the time of delivery of this prospectus or of any sale of common stock.
</DIV>


<P align="center" style="font-size: 10pt"> - i -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>True Religion Apparel, Inc.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We design, manufacture, market, distribute and sell high fashion jeans and related apparel. We
sell our products under the brand name &#147;True Religion Brand Jeans&#148; in the United States, Canada,
Europe, Mexico and Japan. Our jeans are sold in the United States and internationally through
high-end retailers and boutiques. We have also recently added a line of denim jackets and tops for
both men and women.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently sell men&#146;s styles and women&#146;s styles and our jeans are made with high quality
fabrics from the United States, Italy, and Japan that are gently and naturally aged, hand finished
and boldly stitched in seven different thread colors. True Religion Brand Jeans are made to look,
feel and fit like they have been owned for years. We believe that we have a competitive advantage
in the detailing of the design, the quality of the denim and the superiority of the finish, or the
wash.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our strategy is to build brand recognition by marketing our products to fashion conscious,
affluent consumers who shop in high-end boutiques and department stores and who desire to purchase,
wear and be seen in the latest, trendiest, jeans and related apparel. We seek to limit distribution
of our products to the more exclusive boutiques, specialty stores and department stores in an
effort to maintain the unique nature of our brand. Our True Religion Brand Jeans sell in the range
of $170 to in excess of $300 per pair at retail. We utilize contract manufacturers located in the
United States so that we can brand our products as having been &#147;Made in the U.S.A.&#148;, which we
believe also enables us to control our costs and keep our fixed overhead to a minimum.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We market and distribute our products through attendance at industry and trade shows and
through sales agency or distribution agreements with independent agents, each of which is granted
exclusive rights to market and sell our products in its respective territory. We currently have
agreements in place with commissioned sales agents in the United States and distribution agreements
in place with distributors in Italy, Germany, Switzerland, Japan, Holland, France, Scandinavia,
Spain, South Africa, Mexico, Canada, Australia and the United Kingdom. Our distributors purchase
our products from us at a discount for resale to their customers in their respective territories.
Our distributors warehouse our products at their expense and they ship our products to their
customers and collect payment from them directly.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We were incorporated in the State of Nevada in April&nbsp;2001 and changed our state of
incorporation to the State of Delaware in August&nbsp;2005. Our headquarters are located at 525 Rio
Vista Avenue, Los Angeles, California 90023. Our phone number at that address is (310)&nbsp;266-3072.
Our Internet address is located at www.truereligionbrandjeans.com. The information on our website
or on any website referring to us is not part of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>The Offering</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the reoffer and resale from time to time by certain of our
stockholders identified herein under the heading &#147;Selling Stockholders&#148; of up to 24,000 shares of
our common stock issuable upon the exercise of outstanding options, rights or awards granted to
such selling stockholders pursuant to the 2004 Plan. This prospectus also relates to the reoffer
and resale from time to time, by our stockholders to be identified in one or more supplements to
this prospectus, of shares issuable upon the exercise of options, rights or awards granted to such
stockholders pursuant to the 2005 Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock may be offered and resold from time to time by the selling stockholders
identified in this prospectus. It is anticipated that the selling stockholders will offer shares
for sale at prevailing prices on the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Nasdaq National Market on the date of sale. We will not receive any proceeds from the sales of
common stock by the selling stockholders under this prospectus. The selling stockholders will pay
for the cost of all sales commissions and similar expenses. We will however pay for all of the
costs associated with the filing of this registration statement.
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is considered speculative during the growth of our new business operations.
Prospective investors should consider carefully the risk factors set out below.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are in the early stages of our growth and we have only just begun to earn significant revenue,
which makes it difficult to evaluate whether we will operate profitably in the future.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are in the early stages of the growth of our company, which is involved primarily in the
production and processing of high-fashion denim apparel. As a result, we do not have a meaningful
historical record of sales and revenues nor an established business track record. We have only
recently begun to earn significant profits.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unanticipated problems, expenses and delays are frequently encountered in ramping up
production and sales and developing new products, especially in the current stage of our business.
Our ability to continue to successfully develop, produce and sell our products and to generate
significant operating revenues will depend on our ability to, among other things:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>continue to successfully develop and operate production facilities or maintain
existing or new agreements with third parties to perform these functions on our behalf;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>successfully market, distribute and sell our products or enter into agreements with
third parties to perform these functions on our behalf; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>obtain the financing required to implement our business plan.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Given our limited operating history, lack of long-term sales history and other sources of
revenue, there can be no assurance that we will be able to achieve any of these goals and develop a
sufficiently large customer base to continue to be profitable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our management believes that we can sustain our operations for the next year from a
combination of the proceeds of this private placement, existing working capital and from operating
revenue. The future of our company will depend upon our ability to continue to obtain adequate
orders for our products, prompt payment for our products and, as and when needed, sufficient
financing and continuing support from our factor, and to continue to maintain profitable
operations. To the extent that we cannot achieve our plans and generate revenues which exceed
expenses on a consistent basis and in a timely manner, our business, results of operations,
financial condition and prospects could be materially adversely affected.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our continued operations depend on current fashion trends. If our products and design do not
continue to be fashionable, our business could be adversely affected.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The novelty and the design of our True Religion Brand Jeans apparel is important to our
success and competitive position, and the inability to continue to develop and offer such unique
products to our customers could harm our business. We cannot be certain that high-fashion denim
apparel will continue to be fashionable. Should the trend steer away from high-fashion denim
apparel, sales could decrease and our business could be adversely affected. In addition, there are
no assurances that our future designs will be successful, and any unsuccessful designs could
adversely affect our business.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our business and the success of our products could be harmed if we are unable to maintain our brand
image.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success to date has been due in large part to the strength of our brand. If we are unable
to timely and appropriately respond to changing consumer demand, our brand name and brand image may
be impaired. Even if we react appropriately to changes in consumer preferences, consumers may
consider our brand image to be outdated or associate our brand with styles of denim that are no
longer popular. In the past, several denim companies have
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">experienced periods of rapid growth in revenues and earnings followed by periods of declining
sales and losses. Our business may be similarly affected in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We depend on third parties for significant elements of our sales and distribution efforts. If these
third parties do not continue to assist us in our sales and distribution, our revenue could
decrease, which would have an adverse impact on our business</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We limit our marketing efforts to participation at trade shows where we showcase our products.
We depend substantially upon third parties for several critical elements of our business including,
among other things, sales and distribution activities. There can be no assurance that we or these
third parties will be able to establish or maintain adequate sales and distribution capabilities,
that we will be able to enter into agreements or relationships with third parties in additional
territories on financially acceptable terms or that any third parties with whom we enter into such
arrangements will be successful in selling or distributing our products. If they are not, our
business could be negatively impacted. Also, if we are unable to maintain our relationships with
these sales agents and distributors or if these sales agents and distributors begin selling our
competitors&#146; products, then our ability to generate revenues through the sale of our products could
be negatively impacted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our business may be negatively impacted as a result of changes in the economy.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business depends on the general economic environment and levels of consumer spending that
affect not only the ultimate consumer, but also retailers, our primary direct customers. Purchases
of high-fashion denim tend to decline in periods of recession or uncertainty regarding future
economic prospects, when consumer spending, particularly on discretionary items, declines. During
periods of recession or economic uncertainty, we may not be able to maintain or increase our sales
to existing customers, make sales to new customers, open and operate new retail stores, maintain
sales levels at our existing stores, maintain or increase our international operations on a
profitable basis, or maintain or improve our earnings from operations as a percentage of net sales.
As a result, our operating results may be adversely and materially affected by downward trends in
the economy or the occurrence of events that adversely affect the economy in general. Furthermore,
in anticipation of continued increases in net sales, we have significantly expanded our
infrastructure and workforce to achieve economies of scale. Because these expenses are fixed in the
short term, our operating results and margins will be adversely impacted if we do not continue to
grow as anticipated.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our quarterly revenues and operating results fluctuate as a result of a variety of factors,
including seasonal fluctuations in demand for high-fashion denim, delivery date delays and
potential fluctuations in our annualized tax rate, which may result in volatility of our stock
price.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our quarterly revenues and operating results have varied significantly in the past and can be
expected to fluctuate in the future due to a number of factors, many of which are beyond our
control. For example, sales of denim products have historically been somewhat seasonal in nature
with the strongest sales generally occurring in the second and third quarters. Delays in scheduling
or pickup of purchased products by our domestic customers could negatively impact our net sales and
results of operations for any given quarter. Also, our annualized tax rate is based on projections
of our domestic and international operating results for the year, which we review and revise as
necessary at the end of each quarter, and it is highly sensitive to fluctuations in projected
international earnings. Any quarterly fluctuations in our annualized tax rate that may occur could
have a material impact on our quarterly operating results. As a result of these specific and other
general factors, our operating results will likely vary from quarter to quarter and the results for
any particular quarter may not be necessarily indicative of results for the full year. Any
shortfall in revenues or net income from levels expected by securities analysts and investors could
cause a decrease in the trading price of our common stock.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We face intense competition, including competition from companies with significantly greater
resources than ours, and if we are unable to compete effectively with these companies, our market
share may decline and our business could be harmed.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We face intense competition in the denim industry from other established companies. A number
of our competitors have significantly greater financial, technological, engineering, manufacturing,
marketing and distribution resources than we do. Their greater capabilities in these areas may
enable them to better withstand
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">periodic downturns in the denim industry, compete more effectively on the basis of price and
production and more quickly develop new products. In addition, new companies may enter the markets
in which we compete, further increasing competition in the denim industry.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our ability to compete successfully depends on a number of factors, including
the style and quality of our products and the strength of our brand name, as well as many factors
beyond our control. We may not be able to compete successfully in the future, and increased
competition may result in price reductions, reduced profit margins, loss of market share and an
inability to generate cash flows that are sufficient to maintain or expand our development and
marketing of new products, which would adversely impact the trading price of our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our business could be harmed if we fail to maintain proper inventory levels.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We place orders with our manufacturers for some of our products prior to the time we receive
all of our customers&#146; orders. We do this to minimize purchasing costs, the time necessary to fill
customer orders and the risk of non-delivery. We also maintain an inventory of certain products
that we anticipate will be in greater demand. However, we may be unable to sell the products we
have ordered in advance from manufacturers or that we have in our inventory. Inventory levels in
excess of customer demand may result in inventory write-downs, and the sale of excess inventory at
discounted prices could significantly impair our brand image and have a material adverse effect on
our operating results and financial condition. Conversely, if we underestimate consumer demand for
our products or if our manufacturers fail to supply the quality products that we require at the
time we need them, we may experience inventory shortages. Inventory shortages might delay shipments
to customers, negatively impact retailer and distributor relationships, and diminish brand loyalty.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Purchases of the merchandise we sell are generally discretionary and are therefore particularly
susceptible to economic slowdowns.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If current economic conditions do not improve, our business, financial condition, and results
of operations could be adversely affected. Consumers are generally more willing to make
discretionary purchases, including purchases of fashion products and high-end home products, during
periods in which favorable economic conditions prevail.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our business could suffer if we need to add or replace manufacturers.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we design and market our products, we outsource manufacturing to third party
manufacturers. Outsourcing the manufacturing component of our business is common in the apparel
industry, as we compete with other companies for the production capacity of our manufacturers.
Because we are a small enterprise and many of the companies with which we compete have greater
financial and other resources than we have, they may have an advantage in the competition for
production capacity. We currently outsource our production to only three manufacturers. If we
experience a significant increase in demand, or if we need to replace any of the manufacturers that
we currently use, we may have to expand our third party manufacturing capacity. We cannot be
assured that this capacity will be available to us, or that if available it will be available on
terms that are acceptable to us. If we cannot produce a sufficient quantity of our products to meet
demand or delivery schedules, our customers might reduce demand, reduce the purchase price they are
willing to pay for our products or replace our product with the product of a competitor, any of
which could have a material adverse effect on our financial condition and operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our stock price is highly volatile.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The trading price of our common stock has fluctuated significantly since our inception, and is
likely to remain volatile in the future. For example, since June&nbsp;30, 2004, our common stock has
closed as low as $0.66 and as high as $18.25 per share. The trading price of our common stock could
be subject to wide fluctuations in response to many events or factors, including the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>quarterly variations in our operating results;</TD>
</TR>

</TABLE>
</DIV>
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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in financial estimates by securities analysts;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in market valuations or financial results of high-fashion denim companies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements by us or our competitors of new products, or significant acquisitions,
strategic partnerships or joint ventures;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any deviation from projected growth rates in revenues;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any loss of a major customer or a major customer order;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>additions or departures of key management or design personnel;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any deviations in our net revenue or in losses from levels expected by securities analysts;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>activities of short sellers and risk arbitrageurs; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>future sales of our common stock.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the stock market has experienced volatility that has particularly affected the
market prices of equity securities of many high-fashion companies, which often has been unrelated
or disproportionate to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of our common stock. As long as we continue to
depend on a limited customer base and a limited number of products, there is substantial risk that
our quarterly results will fluctuate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our business could suffer from the financial instability of our customers.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We sell our product primarily to retail and distribution companies in the United States on
open account with 30 to 45&nbsp;day payment terms. In foreign markets, we try to obtain a letter of
credit or wire transfer upon shipment, but these arrangements are not always possible. Financial
difficulties with a customer could result in serious losses for our company.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The loss of our Chief Executive Officer or other key management personnel would have an adverse
impact on our future development and could impair our ability to succeed.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our performance is substantially dependent upon the expertise of our Chief Executive Officer,
Jeffrey Lubell, and other key management personnel, and our ability to continue to hire and retain
there personnel. Mr.&nbsp;Lubell spends all of his working time working with our company and our
wholly-owned subsidiary. It may be difficult to find sufficiently qualified individuals to replace
Mr.&nbsp;Lubell or other key management personnel if we were to lose any one or more of them. The loss
of Mr.&nbsp;Lubell or any of our key management personnel could have a material adverse effect on our
business, development, financial condition, and operating results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not maintain &#147;key person&#148; life insurance on any of our directors or senior executive
officers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Competition in the apparel industry is fierce.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The apparel industry, in general, and the designer denim sector, in particular, is intensely
competitive and fragmented. We compete against a large number of well-established companies with
greater product and name recognition and with substantially greater financial, marketing and
distribution capabilities than ours, as well as against a large number of small specialty
producers. Our competitors include, by way of example, Levi Strauss &#038; Co., Giorgio Armani, Polo
Ralph Lauren Corporation, Calvin Klein and other well known and respected brands. There can be no
assurance that we can compete successfully in this complex and changing market. If we cannot, our
business will be adversely affected.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Government regulation and supervision could restrict our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any negative changes to international trade agreements and regulations such as the North
American Free Trade Agreement or any agreements affecting international trade such as those made by
the World Trade Organization which result in a rise in trade quotas, duties, taxes and similar
impositions or which has the result of limiting the countries from whom we can purchase our fabric
or other component materials, or limiting the countries where we might market and sell our
products, could have an adverse effect on our business.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Increases in the price of raw materials or their reduced availability could increase our cost of
sales and decrease our profitability.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The principal fabrics used in our business are cotton, synthetics, wools and blends. The
prices we pay for these fabrics are dependent on the market price for raw materials used to produce
them, primarily cotton. The price and availability of cotton may fluctuate significantly, depending
on a variety of factors, including crop yields, weather, supply conditions, government regulation,
economic climate and other unpredictable factors. Any raw material price increases could increase
our cost of sales and decrease our profitability unless we are able to pass higher prices on to our
customers. Moreover, any decrease in the availability of cotton could impair our ability to meet
our production requirements in a timely manner.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If an independent manufacturer violates labor or other laws, or is accused of violating any such
laws, or if their labor practices diverge from those generally accepted as ethical, it could harm
our business and brand image.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While all manufacturers are contractually required to comply with such labor practices, we
cannot control the actions or public perception of such manufacturers, nor can we assure that these
manufacturers will conduct their businesses using ethical or legal labor practices. Apparel
companies can be held jointly liable for the wrongdoings of the manufacturers of their products.
While we do not control their employee&#146;s employment conditions or the manufacturer&#146;s business
practices, and the manufacturers act in their own interest, they may act in a manner that results
in a negative public perception of us and/or employee allegations or court determinations that we
are jointly liable for such improper practices.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If our competitors misappropriate our proprietary know-how and trade secrets, it could have a
material adverse affect on our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The loss of or inability to enforce our trademark &#147;True Religion Brand Jeans&#148; and the
trademarked &#147;Buddah&#148; logo and other proprietary know-how and trade secrets could adversely affect
our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We depend heavily on trade secrets and the design expertise of Jeffrey and Kymberly Lubell. If
any of our competitors copies or otherwise gains access to our trade secrets or develops similar
products independently, we would not be able to compete as effectively. The measures we take to
protect our trade secrets and designs may not be adequate to prevent their unauthorized use.
Further, the laws of foreign countries may provide inadequate protection of such intellectual
property rights. We may need to bring legal claims to enforce or protect such intellectual property
rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and
diversions of resources. In addition, notwithstanding the rights we have secured in our
intellectual property, other persons may bring claims against us that we have infringed on their
intellectual property rights or claims that our intellectual property right interests are not
valid. Any claims against us, with or without merit, could be time consuming and costly to defend
or litigate and therefore could have an adverse affect on our business.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>One principal stockholder is able to control substantially all matters requiring a vote of our
stockholders and his interests may differ from the interests of our other stockholders.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of September&nbsp;26, 2005, Jeffrey Lubell, our Chairman of the Board and Chief Executive
Officer, beneficially owned 39% of our outstanding common stock of our outstanding common stock.
Therefore, Mr.&nbsp;Lubell is effectively able to control matters requiring approval by our
stockholders. Matters that require the approval of our stockholders include the election of
directors and the approval of mergers or other business combination transactions. Mr.&nbsp;Lubell also
has control over our management and affairs. As a result of such control, certain
</DIV>


<P align="center" style="font-size: 10pt">- 7 -
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">transactions are effectively not possible without the approval of Mr.&nbsp;Lubell, including, proxy
contests, tender offers, open market purchase programs or other transactions that can give our
stockholders the opportunity to realize a premium over the then-prevailing market prices for their
shares of our common stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Impact of Potential Future Acquisitions</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, we may engage in strategic transactions with the goal of maximizing
stockholder value. Our management will continue to evaluate potential strategic transactions and
alternatives that it believes may enhance shareholder value. These potential future transactions
may include a variety of different business arrangements, including acquisitions, spin-offs,
strategic partnerships, joint ventures, restructurings, divestitures, business combinations and
equity or debt investments. Although management&#146;s goal is to maximize stockholder value, such
transactions may impair stockholder value, impact liquidity or otherwise adversely affect our
business and the trading price of our common stock. Any such transaction may require us to incur
non-recurring or other charges and/or to consolidate or record our equity in losses and may pose
significant integration challenges and/or management and business disruptions, any of which could
harm our operating results and business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We plan to launch a new retail concept, which could negatively effect existing operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have announced plans to launch a new retail store concept is scheduled to commence
operations during the fourth quarter of fiscal 2005. We are currently in the planning stage
regarding store design, and merchandise selection for this new concept. Our ability to make this
new retail concept successful is subject to numerous risks, including, but not limited to,
unanticipated operating problems, lack of customer acceptance, new vendor relationships,
competition from existing and new retailers, and lack of sufficient product differentiation. There
can be no assurance that this new retail concept will achieve sales and profitability levels that
justify our investment in it. Additionally, the expansion of this new retail concept involves other
risks that could have a material adverse effect on the Company, including, but not limited to,
diversion of management&#146;s attention from our core businesses and our inability to attract, train
and retain qualified personnel, including management and product designers. Any inability to
succeed in developing a profitable new retail concept could have a material adverse effect on our
continued growth and results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Selling merchandise over the internet carries particular risks that can distract attention from our
core businesses.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our internet operations are subject to numerous risks that could have a material adverse
effect on our operational results, including unanticipated operating problems, reliance on third
party computer hardware and software providers, system failures and the need to invest in
additional computer systems. Specific risks include diversion of sales from our traditional
retailers, rapid technological change, liability for online content and risks related to the
failure of the computer systems that operate the website and its related support systems, including
computer viruses, telecommunication failures and electronic break-ins and similar disruptions. In
addition, internet operations involve risks which are beyond our control that could have a material
adverse effect on our operational results, including price competition involving the items we
intend to sell, the level of merchandise returns experienced by us, governmental regulation, online
security breaches involving unauthorized access to our company&#146;s and/or customer information,
credit card fraud and competition and general economic conditions specific to the internet, online
commerce and the apparel industry.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Adverse outcomes of litigation matters could significantly affect our operational results.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are involved from time to time in litigation incidental to our business. We believe that
the outcome of current litigation will not have a material adverse effect upon our results of
operations or financial condition. However, our assessment of current litigation could change in
light of the discovery of facts with respect to legal actions pending against us not presently
known to us or determinations by judges, juries or other finders of fact which do not accord with
our evaluation of the possible liability or outcome of such litigation
</DIV>

<P align="center" style="font-size: 10pt">- 8 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our board of directors may issue, without stockholder approval, shares of preferred stock that have
rights and preferences superior to those of our shares of common stock and that may prevent or
delay a change of control.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our certificate of incorporation provides that our board of directors may issue new shares of
preferred stock without stockholder approval. Some of the rights and preferences of these shares of
preferred stock would be superior to the rights and preferences of shares of our common stock.
Accordingly, the issuance of new shares of preferred stock may adversely affect the rights of the
holders of shares of our common stock. In addition, the issuance of new shares of preferred stock
may prevent or delay a change of control of our company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are still exposed to potential risks from recent legislation requiring public companies to
evaluate controls under Section&nbsp;404 of the Sarbanes-Oxley Act of 2002.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to various regulatory requirements, including the Sarbanes-Oxley Act of 2002.
We, like all other public companies, are incurring additional expenses and, to a lesser extent,
diverting management&#146;s time in an effort to comply with Section&nbsp;404 of the Sarbanes-Oxley Act of
2002. Beginning with the annual report for the fiscal year ended December&nbsp;31, 2006, our management
is required under Section&nbsp;404 to furnish a report regarding its internal controls over financial
reporting. We have implemented processes documenting and evaluating our system of internal
controls. If, in the future, management identifies one or more material weaknesses, or our external
auditors are unable to attest that our management&#146;s report is fairly stated or to express an
opinion on the effectiveness of our internal controls, this could result in a loss of investor
confidence in our financial reports, have an adverse effect on our stock price and/or subject us to
sanctions or investigation by regulatory authorities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We do not expect to declare or pay any dividends.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not declared or paid any dividends on our common stock since our inception, and we do
not anticipate paying any such dividends for the foreseeable future.
</DIV>

<P align="center" style="font-size: 10pt">- 9 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FORWARD LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Prospectus contains forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking statements by terminology
such as &#147;may&#148;, &#147;should&#148;, &#147;expects&#148;, &#147;plans&#148;, &#147;anticipates&#148;, &#147;believes&#148;, &#147;estimates&#148;, &#147;predicts&#148;,
&#147;potential&#148; or &#147;continue&#148; or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks described in this section, that may cause our or our industry&#146;s actual
results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these
forward-looking statements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these statements to actual
results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Those forward-looking statements also involve certain risks and uncertainties. Factors, risks
and uncertainties that could cause or contribute to such differences include those specific risks
and uncertainties discussed above. The cautionary statements made in this document should be read
as being applicable to all related forward-looking statements wherever they appear in this
document.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should only rely on the information incorporated by reference or provided in this
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement is accurate as of
any date other than the date on the front of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file Form 8-K reports and other information with the SEC as is required by the Exchange Act. You may read and copy any reports, statements or other information we have filed at the SEC&#146;s
Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also
available on the Internet at the SEC&#146;s website at http:\\www.sec.gov.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares being registered by this prospectus are being registered for the account of the
selling stockholders named in this prospectus. As a result, all proceeds from the sales of the
common stock will go to the selling stockholders and we will not receive any proceeds from the
resale of the common stock by the selling stockholders.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DILUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because any selling stockholders who offer and sell shares covered by this prospectus may do
so at various times, at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions, we have not included in this prospectus
information about the dilution (if any) to the public arising from these sales.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table identifies the selling stockholders and indicates (i)&nbsp;the nature of any
material relationship that such selling stockholder has had with us for the past three years, (ii)
the number of shares held by the selling stockholders, (iii)&nbsp;the amount to be offered for each of
the selling stockholder&#146;s account, and (iv)&nbsp;the number of shares and percentage of outstanding
shares of the common stock in our capital to be owned by each
</DIV>

<P align="center" style="font-size: 10pt">- 10 -
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">selling stockholder after the sale of the shares offered by them pursuant to this offering.
The selling stockholders are not obligated to sell the shares offered in this prospectus and may
choose not to sell any of the shares or only a part of the shares that they receive. Securities and
Exchange Commission, or the SEC, rules require that we assume that the selling stockholders sell
all of the shares offered with this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the Securities Exchange Act of 1934, as amended, or the Exchange Act, any person engaged
in a distribution of the shares offered by this prospectus may not simultaneously engage in market
making activities with respect to our common stock during the applicable &#147;cooling off&#148; periods
prior to the commencement of such distribution. In addition, and without limiting the foregoing,
the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, which provisions may limit the timing of purchases and sales of the
shares by the selling stockholders.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Percentage of Shares</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>Beneficially Owned(2)</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Being</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Before</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Selling Stockholder</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Owned(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Joseph Coulombe(3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">G. Louis Graziadio, III(4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Robert L. Harris, II(5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Mark S. Maron(6)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents shares of restricted stock owned beneficially by each of the selling stockholders. One-half of the
shares represented below vested as to each selling stockholder on August&nbsp;18, 2005 and the remainder will vest on
August&nbsp;18, 2006.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Based on 22,041,198 shares outstanding as of September&nbsp;26, 2005.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Coulombe is one of our directors. He has held this position since May&nbsp;26, 2005.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Graziadio is one of our directors. He has held this position since May&nbsp;26, 2005.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Harris is one of our directors. He has held this position since May&nbsp;26, 2005.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Maron is one of our directors. He has held this position since May&nbsp;26, 2005.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information provided in the table above with respect to the selling stockholders has
been obtained from each of the selling stockholders. Because the selling stockholders may sell all
or some portion of the shares of common stock beneficially owned by them, only an estimate
(assuming the selling stockholders sell all of the shares offered hereby) can be given as to the
number of shares of common stock that will be beneficially owned by each selling stockholder after
this offering. In addition, the selling stockholders may have sold, transferred or otherwise
disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since
the date on which he provided the information regarding the shares of common stock beneficially
owned by them, all or a portion of the shares of common stock beneficially owned by them in
transactions exempt from the registration requirements of the Securities Act.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares covered by this prospectus may be offered and sold from time to time by the selling
stockholders. We will not receive any of the proceeds from this offering. The term &#147;selling
stockholders&#148; includes the selling stockholders named in the table above and any donees, pledgees,
transferees or other successors-in-interest selling shares received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership distribution or other non-sale
related transfer. The selling stockholders may sell the shares from time to time and may also
decide not to sell all the shares they are allowed to sell under this prospectus. The selling
stockholders will act independently of us in making decisions with respect to the timing, manner
and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter
market or otherwise, at fixed prices and under terms then prevailing or at prices related to the
then current market price or determined in negotiated transactions.
Our common stock is quoted on
the Nasdaq National Market. The selling stockholders may sell their shares by one or more of, or a
combination of, the following methods:
</DIV>

<P align="center" style="font-size: 10pt">- 11 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer as principal and resale by such broker-dealer for its
own account pursuant to this prospectus;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker solicits
purchasers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which the broker-dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to facilitate
the transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an over-the-counter distribution in accordance with the rules of the Nasdaq National Market;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in privately negotiated transactions; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in option transactions.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any shares that qualify for sale pursuant to Rule&nbsp;144 may be sold under Rule&nbsp;144
rather than pursuant to this prospectus. There is no assurance that the selling stockholders will
sell all or a portion of the shares being offered hereby.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required, this prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution. In connection with distributions of the shares or
otherwise, the selling stockholders who are not subject to our insider trading policy may enter
into hedging transactions with broker-dealers or other financial institutions. In connection with
such transactions, broker-dealers or other financial institutions may engage in short sales of the
common stock in the course of hedging the positions they assume with selling stockholders. The
selling stockholders who are not subject to our insider trading
policy, may also sell the common
stock short and redeliver the shares to close out such short positions. These selling stockholders
may also enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial institution of
shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders may also pledge shares to a broker-dealer or other financial institution,
and, upon a default, such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange
for other broker-dealers to participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the selling stockholders in amounts to be negotiated immediately
prior to the sale. In offering the shares covered by this prospectus, the selling stockholders and
any broker-dealers who execute sales for the selling stockholders may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act in connection with such sales. Any profits
realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be
underwriting discounts and commissions. Selling stockholders who are deemed to be &#147;underwriters&#148;
within the meaning of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act and may be subject to statutory liabilities, including but not limited to,
liabilities under Sections&nbsp;11, 12 and 17 of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and any other persons participating in such distributions may also be
subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation, Regulation&nbsp;M. Regulation&nbsp;M may limit the timing of purchases and
sales of shares by the selling stockholders and any other persons and may restrict, for a period of
up to five business days prior to the commencement of the distribution, the ability of any person
engaged in a distribution of shares of our common stock to engage in market-making activities with
respect to these shares. The selling stockholders have acknowledged that they understand their
obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to
stock manipulation, particularly Regulation&nbsp;M. We will make copies of this prospectus available to
the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the
Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To comply with the securities laws of certain states, if applicable, the shares must be sold
in such jurisdictions only through registered or licensed brokers or dealers. In addition, in
certain states the shares may not
</DIV>

<P align="center" style="font-size: 10pt">- 12 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">be sold unless they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is complied with.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To our knowledge, there are currently no plans, arrangements or understandings between any
selling stockholder and any underwriter, broker-dealer or agent regarding the sale of the common
stock by the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time a particular offer of shares is made, if required, a prospectus supplement or, if
appropriate, a post-effective amendment to the registration statement of which this prospectus is a
part, will be distributed that will set forth the number of shares being offered and the terms of
the offering, including the name of any underwriter, dealer or agent, the name of any selling
stockholder, the purchase price paid by any underwriter, any discount, commission and other item
constituting compensation, any discount, commission or concession allowed or reallowed or paid to
any dealer, and the proposed selling price to the public.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will bear all costs, expenses and fees in connection with the registration of the shares of
common stock covered by this prospectus, including, without limitation, all registration and filing
fees and fees and expenses of our counsel and our accountants. The selling stockholders will pay
any underwriting discounts and commissions and expenses incurred by the selling stockholders for
brokerage, accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares of common stock. The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
financial statements as of December&nbsp;31, 2004 and the period from inception (November&nbsp;7,
2002) through December&nbsp;31, 2004 incorporated by reference from our Form 10-KSB file with the SEC on
March&nbsp;31, 2005 have been audited by Stonefield Josephson, Inc., independent accountants, as set
forth in their report accompanying the financial statements and are included herein in reliance
upon the report.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares being offered by this prospectus will be passed upon for us by
Manatt, Phelps &#038; Phillips, LLP.
</DIV>
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF DOCUMENTS BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part of this prospectus,
and the information that we file later with the SEC will automatically update and supersede the
information contained in this prospectus. We incorporate by reference the following documents we
filed with the SEC pursuant to Section&nbsp;13 of the Exchange Act:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-KSB, filed on March&nbsp;31, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Reports on Form 10-QSB filed on May&nbsp;16, 2005 and August&nbsp;15, 2005,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K filed with the SEC on April&nbsp;15, 2005, May&nbsp;5, 2005, May
6, 2005, May&nbsp;31, 2005, August&nbsp;18, 2005, August&nbsp;22,
2005 and September&nbsp;26, 2005; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in the Registration Statement on Form
8-A/A filed with the SEC on August&nbsp;22, 2005, including any amendments or reports filed
for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">- 13 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Also incorporated by reference into this prospectus are all documents that we may file with
the SEC under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the sale of all the shares
covered by this prospectus. These documents include periodic reports, such as annual reports on
Form 10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K, as well as proxy
statements. Unless expressly incorporated into this registration statement, a report furnished to
the SEC on Form 8-K under the Exchange Act shall not be incorporated by reference into this
registration statement. Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed to constitute a
part of this prospectus, except as so modified or superseded.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If you are a stockholder, we may have sent you some of the documents incorporated by
reference, but you can obtain any of them through us or the SEC. Documents are available from us
without charge, excluding all exhibits not specifically incorporated by reference into this
prospectus. You may request a copy of these documents by writing or telephoning us at the following
address:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Investor Relations<BR>
True Religion Apparel, Inc.<BR>
1525 Rio Vista Avenue<BR>
Los Angeles, California 92619<BR>
(323)&nbsp;266-3072
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information incorporated by reference or provided in this
prospectus and any supplement. We have not authorized anyone else to provide you with different
information.
</DIV>

<P align="center" style="font-size: 10pt">- 14 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; information into this registration statement,
which means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is deemed to be part of
this registration statement, except for any information superseded by information in this
registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by our company with the SEC are incorporated herein by
reference:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-KSB, filed on March&nbsp;31, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Reports on Form 10-QSB filed on May&nbsp;16, 2005 and August&nbsp;15, 2005,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K filed with the SEC on April&nbsp;15, 2005, May&nbsp;5, 2005,
May&nbsp;6, 2005, May&nbsp;31, 2005, August&nbsp;18, 2005,
August&nbsp;22, 2005 and September&nbsp;26, 2005; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in the Registration Statement on
Form 8-A/A filed with the SEC on August&nbsp;22, 2005, including any amendments or reports
filed for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item
2.02 or Item&nbsp;7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section&nbsp;13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to be a part hereof from the date of
filing such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may read and copy any reports, statements or other information we have filed at the SEC&#146;s
Public Reference Room at 100 F Street, N.E., Room&nbsp;1580, Washington, DC 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also
available on the Internet at the SEC&#146;s website at http://www.sec.gov.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering an aggregate of 4,000,000 shares of common stock issuable pursuant to the
2005 Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law authorizes a court to award, or permits a
Delaware corporation to grant, indemnity to present or former directors and officers, as well as
certain other persons serving at the request of the corporation in related capacities. This
permitted indemnity is sufficiently broad to permit indemnification for liabilities arising under
the Securities Act, including reimbursement for expenses incurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification authorized under Delaware law is not exclusive and is in addition to any
other rights
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">granted to officers and directors under the Certificate of Incorporation or Bylaws of the
corporation or any agreement between officers and directors and the corporation. Our Bylaws provide
for the indemnification of directors, former directors and officers to the maximum extent permitted
by Delaware law. Our Bylaws also provide we may purchase and maintain insurance on behalf of a
director or officer against liability asserted against the director or officer in such capacity.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We carry directors&#146; and officers&#146; liability insurance coverage which insures our directors and
officers and the directors and officers of our subsidiaries in certain circumstances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Exhibit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Instruments Defining the Rights of Stockholders. Reference is made
to True Religion&#146;s Registration Statement No.&nbsp;000-51483 on Form
8-A, together with the amendments and exhibits thereto, which is
incorporated herein by reference pursuant to Item&nbsp;3(d).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Manatt, Phelps &#038; Phillips, LLP</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Manatt, Phelps &#038; Phillips, LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in signature page)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">True Religion Apparel, Inc. 2005 Stock Incentive Plan</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">True Religion Apparel, Inc. Form of Stock Option Agreement</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">True Religion Apparel, Inc. Form of Stock Issuance Agreement</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as filed with the Securities and Exchange Commission on July&nbsp;22,
2005</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;We hereby undertake:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;to include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act, as amended;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;to reflect in the prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this registration
statement; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such information in
this registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PROVIDED, HOWEVER, that undertakings set forth in paragraphs (i)&nbsp;and (ii)&nbsp;above do not apply
if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by us pursuant to Section&nbsp;13 or 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;We hereby undertake that, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that
is incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and persons controlling our company pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by our
company of expenses incurred or paid by a director, officer or controlling person of our company in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, our company will, unless in
the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on
September&nbsp;28, 2005.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>TRUE RELIGION APPAREL, INC.</B></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Jeffrey Lubell</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman, Chief Executive Officer and<BR></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Jeffrey Lubell and Charles Lesser as his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of
their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the dates stated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="5" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman of the Board, Chief</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Executive Officer and President</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Jeffrey Lubell
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;28, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Financial Officer and</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Assistant Secretary</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Charles A. Lesser
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Principal Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;28, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Joseph H. Coulombe
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;28, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ G. Louis Graziadio, III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;28, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert L. Harris, II
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;28, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kymberly Lubell
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;28, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Mark S. Maron
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;28, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>EXHIBIT INDEX</B></U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Exhibit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Instruments Defining the Rights of Stockholders. Reference is made
to True Religion&#146;s Registration Statement No.&nbsp;000-51483 on Form
8-A, together with the amendments and exhibits thereto, which is
incorporated herein by reference pursuant to Item&nbsp;3(d).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Manatt, Phelps &#038; Phillips, LLP</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Manatt, Phelps &#038; Phillips, LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in signature page)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">True Religion Apparel, Inc. 2005 Stock Incentive Plan</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">True Religion Apparel, Inc. Form of Stock Option Agreement</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">True Religion Apparel, Inc. Form of Stock Issuance Agreement</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
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sv8
Table of Contents
As
filed with the Securities and Exchange Commission on September 29, 2005
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
True Religion Apparel, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
98-0352633
(I.R.S. Employer Identification No.)
1525 Rio Vista Avenue
Los Angeles, CA 90023
(310) 266-3072
(Address of Principal Office and Zip Code)
2005 Stock Incentive Plan
(Full title of the plan)
Jeffrey Lubell
Chairman, Chief Executive Officer and President
True Religion Apparel, Inc.
1525 Rio Vista Avenue
Los Angeles, CA 90023
(Name and address of agent for service)
(323) 266-3072
(Telephone number, including area code, of agent for service)
Copies to:
Mark J. Kelson
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
(310) 312-4000
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities to be
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Registered(1)
Registered
Share
Price(2)
Registration Fee(2)
Common Stock,
$0.0001 par value
per share
4,000,000 shares
$14.65
$58,600,000
$6,897
(1)
An indeterminate number of additional shares of common stock shall be issuable
pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar
transactions and in such an event the number of shares registered shall automatically be increased
to cover the additional shares in accordance with Rule 416 under
the Securities Act of 1933, as amended, or the Securities Act.
(2)
Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of
registration fee, based upon the average of the high and low prices
reported on September 22, 2005,
as reported on the Nasdaq National Market. Pursuant to Rule 429 of
the General Rules and Regulations under the Securities Act of 1933,
as amended, the prospectus related to this registration statement
will be used in connection with the offer and sale of the Common
Stock previously registered under the Registrant's Registration
Statements on Form S-8 (Registration Nos. 333-119580 and 333-119578).
Table of Contents
EXPLANATORY NOTE
We prepared this Registration Statement in accordance with the requirements of Form S-8 under
the Securities Act to register an aggregate of 4,000,000 shares of our common stock which may be
issued pursuant to our 2005 Stock Incentive Plan, or the 2005 Plan. The 2005 Plan replaces the 2004
Equity Incentive Plan and the 2004 Stock Option Plan, all of which plans replaced by the 2005 Plan
may be referred to as a "Predecessor Plans." No further grants will be made under any Predecessor
Plan.
Under the 2005 Plan, a total number of 1,211,723 shares of our common stock will become
available for issuance over the life of the 2005 Plan. Any shares available for grant
under any Predecessor Plan not subject to outstanding awards are available for issuance under the
2005 Plan. Accordingly, (i) 2,097,999 shares registered on Form S-8 filed by us with the Securities
and Exchange Commission, or the SEC, on October 7, 2004 (File No. 333-119580) are being carried
forward from the 2004 Stock Option Plan; and (ii) 690,278 shares registered on Form S-8 filed by
us with the SEC on October 7, 2004 (File No. 333-119578) are being carried forward from the 2004
Equity Incentive Plan. Thus, the total number of shares available for
issuance under the 2005 Plan is
4,000,000 shares.
This Registration Statement constitutes a "reoffer" prospectus prepared in accordance with
Instruction C of the General Instructions to Form S-8 and Part I to Form S-3. This prospectus may
be utilized by certain participants under the 2005 Plan to cover reoffers and resales of the shares
of common stock received as grants under, or as a result of the exercise of stock options granted
under, the 2005 Plan or a Predecessor Plan. This Registration Statement also contains the
information required pursuant to Part II of Form S-8.
The document(s) containing the information specified in Part I of Form S-8 (plan information
and registrant information) will be sent or given to plan participants as specified by Rule
428(b)(1) under the Securities Act. In accordance with
Rule 428 under the Securities Act and the "Note" to Part I of Form S-8, these documents are not
being filed with the SEC either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the
documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Table of Contents
PROSPECTUS
24,000 Shares of Common Stock
This prospectus relates to the reoffer and resale from time to time by certain of our
stockholders identified herein under the heading "Selling Stockholders" of up to 24,000 shares of
our common stock issuable upon the exercise of outstanding options, rights or awards granted to
such selling stockholders pursuant to the 2004 Equity Incentive Plan,
or the 2004 Plan. This
prospectus also relates to the reoffer and resale from time to time, by our stockholders to be
identified in one or more supplements to this prospectus, of shares issuable upon the exercise of
options, rights or awards granted to such stockholders pursuant to the 2005 Stock Incentive Plan,
or the 2005 Plan. See "Selling Stockholders."
The selling stockholders identified in this prospectus may offer the shares from time to time
through public or private transactions at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices. We will not receive any proceeds from the sale of
the shares covered by this prospectus.
Our common stock is quoted on the Nasdaq National Market under the trading symbol "TRLG." On
September 27, 2005, the last reported closing price of our common
stock was $15.50 per share on the
Nasdaq National Market.
The common stock offered pursuant to this prospectus involves a high degree of risk. For
more information, please see the section of this prospectus titled "Risk Factors," beginning on
page 3.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
The date
of this prospectus is September 28, 2005
TABLE OF CONTENTS
Page Number
PROSPECTUS SUMMARY
1
RISK FACTORS
3
FORWARD LOOKING STATEMENTS
10
WHERE YOU CAN FIND MORE INFORMATION
10
USE OF PROCEEDS
10
DILUTION
10
SELLING STOCKHOLDERS
10
PLAN OF DISTRIBUTION
11
EXPERTS
13
LEGAL MATTERS
13
INCORPORATION OF DOCUMENTS BY REFERENCE
13
EX-5.1
EX-23.2
EX-99.2
EX-99.3
EX-5.1
EX-23.2
EX-99.2
EX-99.3
Unless the context otherwise requires or otherwise specifies, references in this prospectus to
"True Religion," "we," "our," and "us" refer to True Religion Apparel, Inc. and our subsidiary,
Guru Denim, Inc., unless otherwise indicated.
We have not authorized anyone to provide you with information different from that contained or
incorporated by reference in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are
permitted. The information contained in, or incorporated by reference in, this prospectus is
accurate only as of the date of this prospectus, or the date of the document in which it appears,
regardless of the time of delivery of this prospectus or of any sale of common stock.
- i -
Table of Contents
PROSPECTUS SUMMARY
True Religion Apparel, Inc.
We design, manufacture, market, distribute and sell high fashion jeans and related apparel. We
sell our products under the brand name "True Religion Brand Jeans" in the United States, Canada,
Europe, Mexico and Japan. Our jeans are sold in the United States and internationally through
high-end retailers and boutiques. We have also recently added a line of denim jackets and tops for
both men and women.
We currently sell men's styles and women's styles and our jeans are made with high quality
fabrics from the United States, Italy, and Japan that are gently and naturally aged, hand finished
and boldly stitched in seven different thread colors. True Religion Brand Jeans are made to look,
feel and fit like they have been owned for years. We believe that we have a competitive advantage
in the detailing of the design, the quality of the denim and the superiority of the finish, or the
wash.
Our strategy is to build brand recognition by marketing our products to fashion conscious,
affluent consumers who shop in high-end boutiques and department stores and who desire to purchase,
wear and be seen in the latest, trendiest, jeans and related apparel. We seek to limit distribution
of our products to the more exclusive boutiques, specialty stores and department stores in an
effort to maintain the unique nature of our brand. Our True Religion Brand Jeans sell in the range
of $170 to in excess of $300 per pair at retail. We utilize contract manufacturers located in the
United States so that we can brand our products as having been "Made in the U.S.A.", which we
believe also enables us to control our costs and keep our fixed overhead to a minimum.
We market and distribute our products through attendance at industry and trade shows and
through sales agency or distribution agreements with independent agents, each of which is granted
exclusive rights to market and sell our products in its respective territory. We currently have
agreements in place with commissioned sales agents in the United States and distribution agreements
in place with distributors in Italy, Germany, Switzerland, Japan, Holland, France, Scandinavia,
Spain, South Africa, Mexico, Canada, Australia and the United Kingdom. Our distributors purchase
our products from us at a discount for resale to their customers in their respective territories.
Our distributors warehouse our products at their expense and they ship our products to their
customers and collect payment from them directly.
We were incorporated in the State of Nevada in April 2001 and changed our state of
incorporation to the State of Delaware in August 2005. Our headquarters are located at 525 Rio
Vista Avenue, Los Angeles, California 90023. Our phone number at that address is (310) 266-3072.
Our Internet address is located at www.truereligionbrandjeans.com. The information on our website
or on any website referring to us is not part of this prospectus.
The Offering
This prospectus relates to the reoffer and resale from time to time by certain of our
stockholders identified herein under the heading "Selling Stockholders" of up to 24,000 shares of
our common stock issuable upon the exercise of outstanding options, rights or awards granted to
such selling stockholders pursuant to the 2004 Plan. This prospectus also relates to the reoffer
and resale from time to time, by our stockholders to be identified in one or more supplements to
this prospectus, of shares issuable upon the exercise of options, rights or awards granted to such
stockholders pursuant to the 2005 Plan.
Our common stock may be offered and resold from time to time by the selling stockholders
identified in this prospectus. It is anticipated that the selling stockholders will offer shares
for sale at prevailing prices on the
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Table of Contents
Nasdaq National Market on the date of sale. We will not receive any proceeds from the sales of
common stock by the selling stockholders under this prospectus. The selling stockholders will pay
for the cost of all sales commissions and similar expenses. We will however pay for all of the
costs associated with the filing of this registration statement.
- 2 -
Table of Contents
RISK FACTORS
Our common stock is considered speculative during the growth of our new business operations.
Prospective investors should consider carefully the risk factors set out below.
We are in the early stages of our growth and we have only just begun to earn significant revenue,
which makes it difficult to evaluate whether we will operate profitably in the future.
We are in the early stages of the growth of our company, which is involved primarily in the
production and processing of high-fashion denim apparel. As a result, we do not have a meaningful
historical record of sales and revenues nor an established business track record. We have only
recently begun to earn significant profits.
Unanticipated problems, expenses and delays are frequently encountered in ramping up
production and sales and developing new products, especially in the current stage of our business.
Our ability to continue to successfully develop, produce and sell our products and to generate
significant operating revenues will depend on our ability to, among other things:
•
continue to successfully develop and operate production facilities or maintain
existing or new agreements with third parties to perform these functions on our behalf;
•
successfully market, distribute and sell our products or enter into agreements with
third parties to perform these functions on our behalf; and
•
obtain the financing required to implement our business plan.
Given our limited operating history, lack of long-term sales history and other sources of
revenue, there can be no assurance that we will be able to achieve any of these goals and develop a
sufficiently large customer base to continue to be profitable.
Our management believes that we can sustain our operations for the next year from a
combination of the proceeds of this private placement, existing working capital and from operating
revenue. The future of our company will depend upon our ability to continue to obtain adequate
orders for our products, prompt payment for our products and, as and when needed, sufficient
financing and continuing support from our factor, and to continue to maintain profitable
operations. To the extent that we cannot achieve our plans and generate revenues which exceed
expenses on a consistent basis and in a timely manner, our business, results of operations,
financial condition and prospects could be materially adversely affected.
Our continued operations depend on current fashion trends. If our products and design do not
continue to be fashionable, our business could be adversely affected.
The novelty and the design of our True Religion Brand Jeans apparel is important to our
success and competitive position, and the inability to continue to develop and offer such unique
products to our customers could harm our business. We cannot be certain that high-fashion denim
apparel will continue to be fashionable. Should the trend steer away from high-fashion denim
apparel, sales could decrease and our business could be adversely affected. In addition, there are
no assurances that our future designs will be successful, and any unsuccessful designs could
adversely affect our business.
Our business and the success of our products could be harmed if we are unable to maintain our brand
image.
Our success to date has been due in large part to the strength of our brand. If we are unable
to timely and appropriately respond to changing consumer demand, our brand name and brand image may
be impaired. Even if we react appropriately to changes in consumer preferences, consumers may
consider our brand image to be outdated or associate our brand with styles of denim that are no
longer popular. In the past, several denim companies have
- 3 -
Table of Contents
experienced periods of rapid growth in revenues and earnings followed by periods of declining
sales and losses. Our business may be similarly affected in the future.
We depend on third parties for significant elements of our sales and distribution efforts. If these
third parties do not continue to assist us in our sales and distribution, our revenue could
decrease, which would have an adverse impact on our business
We limit our marketing efforts to participation at trade shows where we showcase our products.
We depend substantially upon third parties for several critical elements of our business including,
among other things, sales and distribution activities. There can be no assurance that we or these
third parties will be able to establish or maintain adequate sales and distribution capabilities,
that we will be able to enter into agreements or relationships with third parties in additional
territories on financially acceptable terms or that any third parties with whom we enter into such
arrangements will be successful in selling or distributing our products. If they are not, our
business could be negatively impacted. Also, if we are unable to maintain our relationships with
these sales agents and distributors or if these sales agents and distributors begin selling our
competitors' products, then our ability to generate revenues through the sale of our products could
be negatively impacted.
Our business may be negatively impacted as a result of changes in the economy.
Our business depends on the general economic environment and levels of consumer spending that
affect not only the ultimate consumer, but also retailers, our primary direct customers. Purchases
of high-fashion denim tend to decline in periods of recession or uncertainty regarding future
economic prospects, when consumer spending, particularly on discretionary items, declines. During
periods of recession or economic uncertainty, we may not be able to maintain or increase our sales
to existing customers, make sales to new customers, open and operate new retail stores, maintain
sales levels at our existing stores, maintain or increase our international operations on a
profitable basis, or maintain or improve our earnings from operations as a percentage of net sales.
As a result, our operating results may be adversely and materially affected by downward trends in
the economy or the occurrence of events that adversely affect the economy in general. Furthermore,
in anticipation of continued increases in net sales, we have significantly expanded our
infrastructure and workforce to achieve economies of scale. Because these expenses are fixed in the
short term, our operating results and margins will be adversely impacted if we do not continue to
grow as anticipated.
Our quarterly revenues and operating results fluctuate as a result of a variety of factors,
including seasonal fluctuations in demand for high-fashion denim, delivery date delays and
potential fluctuations in our annualized tax rate, which may result in volatility of our stock
price.
Our quarterly revenues and operating results have varied significantly in the past and can be
expected to fluctuate in the future due to a number of factors, many of which are beyond our
control. For example, sales of denim products have historically been somewhat seasonal in nature
with the strongest sales generally occurring in the second and third quarters. Delays in scheduling
or pickup of purchased products by our domestic customers could negatively impact our net sales and
results of operations for any given quarter. Also, our annualized tax rate is based on projections
of our domestic and international operating results for the year, which we review and revise as
necessary at the end of each quarter, and it is highly sensitive to fluctuations in projected
international earnings. Any quarterly fluctuations in our annualized tax rate that may occur could
have a material impact on our quarterly operating results. As a result of these specific and other
general factors, our operating results will likely vary from quarter to quarter and the results for
any particular quarter may not be necessarily indicative of results for the full year. Any
shortfall in revenues or net income from levels expected by securities analysts and investors could
cause a decrease in the trading price of our common stock.
We face intense competition, including competition from companies with significantly greater
resources than ours, and if we are unable to compete effectively with these companies, our market
share may decline and our business could be harmed.
We face intense competition in the denim industry from other established companies. A number
of our competitors have significantly greater financial, technological, engineering, manufacturing,
marketing and distribution resources than we do. Their greater capabilities in these areas may
enable them to better withstand
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periodic downturns in the denim industry, compete more effectively on the basis of price and
production and more quickly develop new products. In addition, new companies may enter the markets
in which we compete, further increasing competition in the denim industry.
We believe that our ability to compete successfully depends on a number of factors, including
the style and quality of our products and the strength of our brand name, as well as many factors
beyond our control. We may not be able to compete successfully in the future, and increased
competition may result in price reductions, reduced profit margins, loss of market share and an
inability to generate cash flows that are sufficient to maintain or expand our development and
marketing of new products, which would adversely impact the trading price of our common stock.
Our business could be harmed if we fail to maintain proper inventory levels.
We place orders with our manufacturers for some of our products prior to the time we receive
all of our customers' orders. We do this to minimize purchasing costs, the time necessary to fill
customer orders and the risk of non-delivery. We also maintain an inventory of certain products
that we anticipate will be in greater demand. However, we may be unable to sell the products we
have ordered in advance from manufacturers or that we have in our inventory. Inventory levels in
excess of customer demand may result in inventory write-downs, and the sale of excess inventory at
discounted prices could significantly impair our brand image and have a material adverse effect on
our operating results and financial condition. Conversely, if we underestimate consumer demand for
our products or if our manufacturers fail to supply the quality products that we require at the
time we need them, we may experience inventory shortages. Inventory shortages might delay shipments
to customers, negatively impact retailer and distributor relationships, and diminish brand loyalty.
Purchases of the merchandise we sell are generally discretionary and are therefore particularly
susceptible to economic slowdowns.
If current economic conditions do not improve, our business, financial condition, and results
of operations could be adversely affected. Consumers are generally more willing to make
discretionary purchases, including purchases of fashion products and high-end home products, during
periods in which favorable economic conditions prevail.
Our business could suffer if we need to add or replace manufacturers.
Although we design and market our products, we outsource manufacturing to third party
manufacturers. Outsourcing the manufacturing component of our business is common in the apparel
industry, as we compete with other companies for the production capacity of our manufacturers.
Because we are a small enterprise and many of the companies with which we compete have greater
financial and other resources than we have, they may have an advantage in the competition for
production capacity. We currently outsource our production to only three manufacturers. If we
experience a significant increase in demand, or if we need to replace any of the manufacturers that
we currently use, we may have to expand our third party manufacturing capacity. We cannot be
assured that this capacity will be available to us, or that if available it will be available on
terms that are acceptable to us. If we cannot produce a sufficient quantity of our products to meet
demand or delivery schedules, our customers might reduce demand, reduce the purchase price they are
willing to pay for our products or replace our product with the product of a competitor, any of
which could have a material adverse effect on our financial condition and operations.
Our stock price is highly volatile.
The trading price of our common stock has fluctuated significantly since our inception, and is
likely to remain volatile in the future. For example, since June 30, 2004, our common stock has
closed as low as $0.66 and as high as $18.25 per share. The trading price of our common stock could
be subject to wide fluctuations in response to many events or factors, including the following:
•
quarterly variations in our operating results;
- 5 -
Table of Contents
•
changes in financial estimates by securities analysts;
•
changes in market valuations or financial results of high-fashion denim companies;
•
announcements by us or our competitors of new products, or significant acquisitions,
strategic partnerships or joint ventures;
•
any deviation from projected growth rates in revenues;
•
any loss of a major customer or a major customer order;
•
additions or departures of key management or design personnel;
•
any deviations in our net revenue or in losses from levels expected by securities analysts;
•
activities of short sellers and risk arbitrageurs; and
•
future sales of our common stock.
In addition, the stock market has experienced volatility that has particularly affected the
market prices of equity securities of many high-fashion companies, which often has been unrelated
or disproportionate to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of our common stock. As long as we continue to
depend on a limited customer base and a limited number of products, there is substantial risk that
our quarterly results will fluctuate.
Our business could suffer from the financial instability of our customers.
We sell our product primarily to retail and distribution companies in the United States on
open account with 30 to 45 day payment terms. In foreign markets, we try to obtain a letter of
credit or wire transfer upon shipment, but these arrangements are not always possible. Financial
difficulties with a customer could result in serious losses for our company.
The loss of our Chief Executive Officer or other key management personnel would have an adverse
impact on our future development and could impair our ability to succeed.
Our performance is substantially dependent upon the expertise of our Chief Executive Officer,
Jeffrey Lubell, and other key management personnel, and our ability to continue to hire and retain
there personnel. Mr. Lubell spends all of his working time working with our company and our
wholly-owned subsidiary. It may be difficult to find sufficiently qualified individuals to replace
Mr. Lubell or other key management personnel if we were to lose any one or more of them. The loss
of Mr. Lubell or any of our key management personnel could have a material adverse effect on our
business, development, financial condition, and operating results.
We do not maintain "key person" life insurance on any of our directors or senior executive
officers.
Competition in the apparel industry is fierce.
The apparel industry, in general, and the designer denim sector, in particular, is intensely
competitive and fragmented. We compete against a large number of well-established companies with
greater product and name recognition and with substantially greater financial, marketing and
distribution capabilities than ours, as well as against a large number of small specialty
producers. Our competitors include, by way of example, Levi Strauss & Co., Giorgio Armani, Polo
Ralph Lauren Corporation, Calvin Klein and other well known and respected brands. There can be no
assurance that we can compete successfully in this complex and changing market. If we cannot, our
business will be adversely affected.
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Table of Contents
Government regulation and supervision could restrict our business.
Any negative changes to international trade agreements and regulations such as the North
American Free Trade Agreement or any agreements affecting international trade such as those made by
the World Trade Organization which result in a rise in trade quotas, duties, taxes and similar
impositions or which has the result of limiting the countries from whom we can purchase our fabric
or other component materials, or limiting the countries where we might market and sell our
products, could have an adverse effect on our business.
Increases in the price of raw materials or their reduced availability could increase our cost of
sales and decrease our profitability.
The principal fabrics used in our business are cotton, synthetics, wools and blends. The
prices we pay for these fabrics are dependent on the market price for raw materials used to produce
them, primarily cotton. The price and availability of cotton may fluctuate significantly, depending
on a variety of factors, including crop yields, weather, supply conditions, government regulation,
economic climate and other unpredictable factors. Any raw material price increases could increase
our cost of sales and decrease our profitability unless we are able to pass higher prices on to our
customers. Moreover, any decrease in the availability of cotton could impair our ability to meet
our production requirements in a timely manner.
If an independent manufacturer violates labor or other laws, or is accused of violating any such
laws, or if their labor practices diverge from those generally accepted as ethical, it could harm
our business and brand image.
While all manufacturers are contractually required to comply with such labor practices, we
cannot control the actions or public perception of such manufacturers, nor can we assure that these
manufacturers will conduct their businesses using ethical or legal labor practices. Apparel
companies can be held jointly liable for the wrongdoings of the manufacturers of their products.
While we do not control their employee's employment conditions or the manufacturer's business
practices, and the manufacturers act in their own interest, they may act in a manner that results
in a negative public perception of us and/or employee allegations or court determinations that we
are jointly liable for such improper practices.
If our competitors misappropriate our proprietary know-how and trade secrets, it could have a
material adverse affect on our business.
The loss of or inability to enforce our trademark "True Religion Brand Jeans" and the
trademarked "Buddah" logo and other proprietary know-how and trade secrets could adversely affect
our business.
We depend heavily on trade secrets and the design expertise of Jeffrey and Kymberly Lubell. If
any of our competitors copies or otherwise gains access to our trade secrets or develops similar
products independently, we would not be able to compete as effectively. The measures we take to
protect our trade secrets and designs may not be adequate to prevent their unauthorized use.
Further, the laws of foreign countries may provide inadequate protection of such intellectual
property rights. We may need to bring legal claims to enforce or protect such intellectual property
rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and
diversions of resources. In addition, notwithstanding the rights we have secured in our
intellectual property, other persons may bring claims against us that we have infringed on their
intellectual property rights or claims that our intellectual property right interests are not
valid. Any claims against us, with or without merit, could be time consuming and costly to defend
or litigate and therefore could have an adverse affect on our business.
One principal stockholder is able to control substantially all matters requiring a vote of our
stockholders and his interests may differ from the interests of our other stockholders.
As
of September 26, 2005, Jeffrey Lubell, our Chairman of the Board and Chief Executive
Officer, beneficially owned 39% of our outstanding common stock of our outstanding common stock.
Therefore, Mr. Lubell is effectively able to control matters requiring approval by our
stockholders. Matters that require the approval of our stockholders include the election of
directors and the approval of mergers or other business combination transactions. Mr. Lubell also
has control over our management and affairs. As a result of such control, certain
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transactions are effectively not possible without the approval of Mr. Lubell, including, proxy
contests, tender offers, open market purchase programs or other transactions that can give our
stockholders the opportunity to realize a premium over the then-prevailing market prices for their
shares of our common stock.
Impact of Potential Future Acquisitions
From time to time, we may engage in strategic transactions with the goal of maximizing
stockholder value. Our management will continue to evaluate potential strategic transactions and
alternatives that it believes may enhance shareholder value. These potential future transactions
may include a variety of different business arrangements, including acquisitions, spin-offs,
strategic partnerships, joint ventures, restructurings, divestitures, business combinations and
equity or debt investments. Although management's goal is to maximize stockholder value, such
transactions may impair stockholder value, impact liquidity or otherwise adversely affect our
business and the trading price of our common stock. Any such transaction may require us to incur
non-recurring or other charges and/or to consolidate or record our equity in losses and may pose
significant integration challenges and/or management and business disruptions, any of which could
harm our operating results and business.
We plan to launch a new retail concept, which could negatively effect existing operations.
We have announced plans to launch a new retail store concept is scheduled to commence
operations during the fourth quarter of fiscal 2005. We are currently in the planning stage
regarding store design, and merchandise selection for this new concept. Our ability to make this
new retail concept successful is subject to numerous risks, including, but not limited to,
unanticipated operating problems, lack of customer acceptance, new vendor relationships,
competition from existing and new retailers, and lack of sufficient product differentiation. There
can be no assurance that this new retail concept will achieve sales and profitability levels that
justify our investment in it. Additionally, the expansion of this new retail concept involves other
risks that could have a material adverse effect on the Company, including, but not limited to,
diversion of management's attention from our core businesses and our inability to attract, train
and retain qualified personnel, including management and product designers. Any inability to
succeed in developing a profitable new retail concept could have a material adverse effect on our
continued growth and results of operations.
Selling merchandise over the internet carries particular risks that can distract attention from our
core businesses.
Our internet operations are subject to numerous risks that could have a material adverse
effect on our operational results, including unanticipated operating problems, reliance on third
party computer hardware and software providers, system failures and the need to invest in
additional computer systems. Specific risks include diversion of sales from our traditional
retailers, rapid technological change, liability for online content and risks related to the
failure of the computer systems that operate the website and its related support systems, including
computer viruses, telecommunication failures and electronic break-ins and similar disruptions. In
addition, internet operations involve risks which are beyond our control that could have a material
adverse effect on our operational results, including price competition involving the items we
intend to sell, the level of merchandise returns experienced by us, governmental regulation, online
security breaches involving unauthorized access to our company's and/or customer information,
credit card fraud and competition and general economic conditions specific to the internet, online
commerce and the apparel industry.
Adverse outcomes of litigation matters could significantly affect our operational results.
We are involved from time to time in litigation incidental to our business. We believe that
the outcome of current litigation will not have a material adverse effect upon our results of
operations or financial condition. However, our assessment of current litigation could change in
light of the discovery of facts with respect to legal actions pending against us not presently
known to us or determinations by judges, juries or other finders of fact which do not accord with
our evaluation of the possible liability or outcome of such litigation
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Our board of directors may issue, without stockholder approval, shares of preferred stock that have
rights and preferences superior to those of our shares of common stock and that may prevent or
delay a change of control.
Our certificate of incorporation provides that our board of directors may issue new shares of
preferred stock without stockholder approval. Some of the rights and preferences of these shares of
preferred stock would be superior to the rights and preferences of shares of our common stock.
Accordingly, the issuance of new shares of preferred stock may adversely affect the rights of the
holders of shares of our common stock. In addition, the issuance of new shares of preferred stock
may prevent or delay a change of control of our company.
We are still exposed to potential risks from recent legislation requiring public companies to
evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.
We are subject to various regulatory requirements, including the Sarbanes-Oxley Act of 2002.
We, like all other public companies, are incurring additional expenses and, to a lesser extent,
diverting management's time in an effort to comply with Section 404 of the Sarbanes-Oxley Act of
2002. Beginning with the annual report for the fiscal year ended December 31, 2006, our management
is required under Section 404 to furnish a report regarding its internal controls over financial
reporting. We have implemented processes documenting and evaluating our system of internal
controls. If, in the future, management identifies one or more material weaknesses, or our external
auditors are unable to attest that our management's report is fairly stated or to express an
opinion on the effectiveness of our internal controls, this could result in a loss of investor
confidence in our financial reports, have an adverse effect on our stock price and/or subject us to
sanctions or investigation by regulatory authorities.
We do not expect to declare or pay any dividends.
We have not declared or paid any dividends on our common stock since our inception, and we do
not anticipate paying any such dividends for the foreseeable future.
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FORWARD LOOKING STATEMENTS
This Prospectus contains forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking statements by terminology
such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks described in this section, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these
forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these statements to actual
results.
Those forward-looking statements also involve certain risks and uncertainties. Factors, risks
and uncertainties that could cause or contribute to such differences include those specific risks
and uncertainties discussed above. The cautionary statements made in this document should be read
as being applicable to all related forward-looking statements wherever they appear in this
document.
WHERE YOU CAN FIND MORE INFORMATION
You should only rely on the information incorporated by reference or provided in this
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement is accurate as of
any date other than the date on the front of this prospectus.
We file Form 8-K reports and other information with the SEC as is required by the Exchange Act. You may read and copy any reports, statements or other information we have filed at the SEC's
Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also
available on the Internet at the SEC's website at http:\\www.sec.gov.
USE OF PROCEEDS
The shares being registered by this prospectus are being registered for the account of the
selling stockholders named in this prospectus. As a result, all proceeds from the sales of the
common stock will go to the selling stockholders and we will not receive any proceeds from the
resale of the common stock by the selling stockholders.
DILUTION
Because any selling stockholders who offer and sell shares covered by this prospectus may do
so at various times, at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions, we have not included in this prospectus
information about the dilution (if any) to the public arising from these sales.
SELLING STOCKHOLDERS
The following table identifies the selling stockholders and indicates (i) the nature of any
material relationship that such selling stockholder has had with us for the past three years, (ii)
the number of shares held by the selling stockholders, (iii) the amount to be offered for each of
the selling stockholder's account, and (iv) the number of shares and percentage of outstanding
shares of the common stock in our capital to be owned by each
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selling stockholder after the sale of the shares offered by them pursuant to this offering.
The selling stockholders are not obligated to sell the shares offered in this prospectus and may
choose not to sell any of the shares or only a part of the shares that they receive. Securities and
Exchange Commission, or the SEC, rules require that we assume that the selling stockholders sell
all of the shares offered with this prospectus.
Under the Securities Exchange Act of 1934, as amended, or the Exchange Act, any person engaged
in a distribution of the shares offered by this prospectus may not simultaneously engage in market
making activities with respect to our common stock during the applicable "cooling off" periods
prior to the commencement of such distribution. In addition, and without limiting the foregoing,
the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, which provisions may limit the timing of purchases and sales of the
shares by the selling stockholders.
Percentage of Shares
Number of Shares
Beneficially Owned(2)
Beneficially
Shares Being
Before
After
Selling Stockholder
Owned(1)
Registered
Offering
Offering
Joseph Coulombe(3)
6,000
6,000
*
*
G. Louis Graziadio, III(4)
6,000
6,000
*
*
Robert L. Harris, II(5)
6,000
6,000
*
*
Mark S. Maron(6)
6,000
6,000
*
*
(1)
Represents shares of restricted stock owned beneficially by each of the selling stockholders. One-half of the
shares represented below vested as to each selling stockholder on August 18, 2005 and the remainder will vest on
August 18, 2006.
(2)
Based on 22,041,198 shares outstanding as of September 26, 2005.
(3)
Mr. Coulombe is one of our directors. He has held this position since May 26, 2005.
(4)
Mr. Graziadio is one of our directors. He has held this position since May 26, 2005.
(5)
Mr. Harris is one of our directors. He has held this position since May 26, 2005.
(6)
Mr. Maron is one of our directors. He has held this position since May 26, 2005.
The information provided in the table above with respect to the selling stockholders has
been obtained from each of the selling stockholders. Because the selling stockholders may sell all
or some portion of the shares of common stock beneficially owned by them, only an estimate
(assuming the selling stockholders sell all of the shares offered hereby) can be given as to the
number of shares of common stock that will be beneficially owned by each selling stockholder after
this offering. In addition, the selling stockholders may have sold, transferred or otherwise
disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since
the date on which he provided the information regarding the shares of common stock beneficially
owned by them, all or a portion of the shares of common stock beneficially owned by them in
transactions exempt from the registration requirements of the Securities Act.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to time by the selling
stockholders. We will not receive any of the proceeds from this offering. The term "selling
stockholders" includes the selling stockholders named in the table above and any donees, pledgees,
transferees or other successors-in-interest selling shares received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership distribution or other non-sale
related transfer. The selling stockholders may sell the shares from time to time and may also
decide not to sell all the shares they are allowed to sell under this prospectus. The selling
stockholders will act independently of us in making decisions with respect to the timing, manner
and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter
market or otherwise, at fixed prices and under terms then prevailing or at prices related to the
then current market price or determined in negotiated transactions.
Our common stock is quoted on
the Nasdaq National Market. The selling stockholders may sell their shares by one or more of, or a
combination of, the following methods:
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•
purchases by a broker-dealer as principal and resale by such broker-dealer for its
own account pursuant to this prospectus;
•
ordinary brokerage transactions and transactions in which the broker solicits
purchasers;
•
block trades in which the broker-dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to facilitate
the transaction;
•
an over-the-counter distribution in accordance with the rules of the Nasdaq National Market;
•
in privately negotiated transactions; and
•
in option transactions.
In addition, any shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this prospectus. There is no assurance that the selling stockholders will
sell all or a portion of the shares being offered hereby.
To the extent required, this prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution. In connection with distributions of the shares or
otherwise, the selling stockholders who are not subject to our insider trading policy may enter
into hedging transactions with broker-dealers or other financial institutions. In connection with
such transactions, broker-dealers or other financial institutions may engage in short sales of the
common stock in the course of hedging the positions they assume with selling stockholders. The
selling stockholders who are not subject to our insider trading
policy, may also sell the common
stock short and redeliver the shares to close out such short positions. These selling stockholders
may also enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial institution of
shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders may also pledge shares to a broker-dealer or other financial institution,
and, upon a default, such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange
for other broker-dealers to participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the selling stockholders in amounts to be negotiated immediately
prior to the sale. In offering the shares covered by this prospectus, the selling stockholders and
any broker-dealers who execute sales for the selling stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such sales. Any profits
realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be
underwriting discounts and commissions. Selling stockholders who are deemed to be "underwriters"
within the meaning of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act and may be subject to statutory liabilities, including but not limited to,
liabilities under Sections 11, 12 and 17 of the Securities Act.
The selling stockholders and any other persons participating in such distributions may also be
subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation, Regulation M. Regulation M may limit the timing of purchases and
sales of shares by the selling stockholders and any other persons and may restrict, for a period of
up to five business days prior to the commencement of the distribution, the ability of any person
engaged in a distribution of shares of our common stock to engage in market-making activities with
respect to these shares. The selling stockholders have acknowledged that they understand their
obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to
stock manipulation, particularly Regulation M. We will make copies of this prospectus available to
the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the
Securities Act.
To comply with the securities laws of certain states, if applicable, the shares must be sold
in such jurisdictions only through registered or licensed brokers or dealers. In addition, in
certain states the shares may not
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be sold unless they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is complied with.
To our knowledge, there are currently no plans, arrangements or understandings between any
selling stockholder and any underwriter, broker-dealer or agent regarding the sale of the common
stock by the selling stockholders.
At the time a particular offer of shares is made, if required, a prospectus supplement or, if
appropriate, a post-effective amendment to the registration statement of which this prospectus is a
part, will be distributed that will set forth the number of shares being offered and the terms of
the offering, including the name of any underwriter, dealer or agent, the name of any selling
stockholder, the purchase price paid by any underwriter, any discount, commission and other item
constituting compensation, any discount, commission or concession allowed or reallowed or paid to
any dealer, and the proposed selling price to the public.
We will bear all costs, expenses and fees in connection with the registration of the shares of
common stock covered by this prospectus, including, without limitation, all registration and filing
fees and fees and expenses of our counsel and our accountants. The selling stockholders will pay
any underwriting discounts and commissions and expenses incurred by the selling stockholders for
brokerage, accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares of common stock. The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
EXPERTS
Our
financial statements as of December 31, 2004 and the period from inception (November 7,
2002) through December 31, 2004 incorporated by reference from our Form 10-KSB file with the SEC on
March 31, 2005 have been audited by Stonefield Josephson, Inc., independent accountants, as set
forth in their report accompanying the financial statements and are included herein in reliance
upon the report.
LEGAL MATTERS
The validity of the shares being offered by this prospectus will be passed upon for us by
Manatt, Phelps & Phillips, LLP.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part of this prospectus,
and the information that we file later with the SEC will automatically update and supersede the
information contained in this prospectus. We incorporate by reference the following documents we
filed with the SEC pursuant to Section 13 of the Exchange Act:
•
Our Annual Report on Form 10-KSB, filed on March 31, 2005.
•
Our Quarterly Reports on Form 10-QSB filed on May 16, 2005 and August 15, 2005,
•
Current Reports on Form 8-K filed with the SEC on April 15, 2005, May 5, 2005, May
6, 2005, May 31, 2005, August 18, 2005, August 22,
2005 and September 26, 2005; and
•
The description of our common stock contained in the Registration Statement on Form
8-A/A filed with the SEC on August 22, 2005, including any amendments or reports filed
for the purpose of updating such description.
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Also incorporated by reference into this prospectus are all documents that we may file with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the sale of all the shares
covered by this prospectus. These documents include periodic reports, such as annual reports on
Form 10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K, as well as proxy
statements. Unless expressly incorporated into this registration statement, a report furnished to
the SEC on Form 8-K under the Exchange Act shall not be incorporated by reference into this
registration statement. Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed to constitute a
part of this prospectus, except as so modified or superseded.
If you are a stockholder, we may have sent you some of the documents incorporated by
reference, but you can obtain any of them through us or the SEC. Documents are available from us
without charge, excluding all exhibits not specifically incorporated by reference into this
prospectus. You may request a copy of these documents by writing or telephoning us at the following
address:
Investor Relations
True Religion Apparel, Inc.
1525 Rio Vista Avenue
Los Angeles, California 92619
(323) 266-3072
You should rely only on the information incorporated by reference or provided in this
prospectus and any supplement. We have not authorized anyone else to provide you with different
information.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information into this registration statement,
which means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is deemed to be part of
this registration statement, except for any information superseded by information in this
registration statement.
The following documents filed by our company with the SEC are incorporated herein by
reference:
(a)
Our Annual Report on Form 10-KSB, filed on March 31, 2005.
(b)
Our Quarterly Reports on Form 10-QSB filed on May 16, 2005 and August 15, 2005,
(c)
Current Reports on Form 8-K filed with the SEC on April 15, 2005, May 5, 2005,
May 6, 2005, May 31, 2005, August 18, 2005,
August 22, 2005 and September 26, 2005; and
(d)
The description of our common stock contained in the Registration Statement on
Form 8-A/A filed with the SEC on August 22, 2005, including any amendments or reports
filed for the purpose of updating such description.
All reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item
2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to be a part hereof from the date of
filing such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
You may read and copy any reports, statements or other information we have filed at the SEC's
Public Reference Room at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also
available on the Internet at the SEC's website at http://www.sec.gov.
Item 4. Description of Securities.
We are registering an aggregate of 4,000,000 shares of common stock issuable pursuant to the
2005 Plan.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or permits a
Delaware corporation to grant, indemnity to present or former directors and officers, as well as
certain other persons serving at the request of the corporation in related capacities. This
permitted indemnity is sufficiently broad to permit indemnification for liabilities arising under
the Securities Act, including reimbursement for expenses incurred.
The indemnification authorized under Delaware law is not exclusive and is in addition to any
other rights
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granted to officers and directors under the Certificate of Incorporation or Bylaws of the
corporation or any agreement between officers and directors and the corporation. Our Bylaws provide
for the indemnification of directors, former directors and officers to the maximum extent permitted
by Delaware law. Our Bylaws also provide we may purchase and maintain insurance on behalf of a
director or officer against liability asserted against the director or officer in such capacity.
We carry directors' and officers' liability insurance coverage which insures our directors and
officers and the directors and officers of our subsidiaries in certain circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number
Exhibit
4.1
Instruments Defining the Rights of Stockholders. Reference is made
to True Religion's Registration Statement No. 000-51483 on Form
8-A, together with the amendments and exhibits thereto, which is
incorporated herein by reference pursuant to Item 3(d).
5.1
Opinion of Manatt, Phelps & Phillips, LLP
23.1
Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
23.2
Consent of Independent Registered Public Accounting Firm
24.1
Power of Attorney (included in signature page)
99.1*
True Religion Apparel, Inc. 2005 Stock Incentive Plan
99.2
True Religion Apparel, Inc. Form of Stock Option Agreement
99.3
True Religion Apparel, Inc. Form of Stock Issuance Agreement
*
Incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as filed with the Securities and Exchange Commission on July 22,
2005
Item 9. Undertakings.
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act, as amended;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this registration
statement; and
(iii) to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such information in
this registration statement;
PROVIDED, HOWEVER, that undertakings set forth in paragraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by us pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) We hereby undertake that, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that
is incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and persons controlling our company pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by our
company of expenses incurred or paid by a director, officer or controlling person of our company in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, our company will, unless in
the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on
September 28, 2005.
TRUE RELIGION APPAREL, INC.
/s/ Jeffrey Lubell
Chairman, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Jeffrey Lubell and Charles Lesser as his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of
their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the dates stated.
Signature
Title
Date
Chairman of the Board, Chief
Executive Officer and President
/s/ Jeffrey Lubell
(Principal Executive Officer)
September 28, 2005
Chief Financial Officer and
Assistant Secretary
/s/ Charles A. Lesser
(Principal Accounting Officer)
September 28, 2005
/s/ Joseph H. Coulombe
Director
September 28, 2005
/s/ G. Louis Graziadio, III
Director
September 28, 2005
/s/ Robert L. Harris, II
Director
September 28, 2005
/s/ Kymberly Lubell
Director
September 28, 2005
/s/ Mark S. Maron
Director
September 28, 2005
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EXHIBIT INDEX
Exhibit Number
Exhibit
4.1
Instruments Defining the Rights of Stockholders. Reference is made
to True Religion's Registration Statement No. 000-51483 on Form
8-A, together with the amendments and exhibits thereto, which is
incorporated herein by reference pursuant to Item 3(d).
5.1
Opinion of Manatt, Phelps & Phillips, LLP
23.1
Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
23.2
Consent of Independent Registered Public Accounting Firm
24.1
Power of Attorney (included in signature page)
99.1*
True Religion Apparel, Inc. 2005 Stock Incentive Plan
99.2
True Religion Apparel, Inc. Form of Stock Option Agreement
99.3
True Religion Apparel, Inc. Form of Stock Issuance Agreement
*
Incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as filed with the Securities and Exchange Commission on July 22,
2005