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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-K/A
 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended July 2, 2011
 or
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
 For the transition period from     to
 Commission
file number 1-9169
 BERNARD CHAUS, INC.
  New York
    
    
    13-2807386(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)530 Seventh Avenue, New York, New York
    
    
    10018(Address of principal executive offices)
    
    (Zip Code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value
    
    None; securities quoted on the Over the Counter Bulletin Board
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    

    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   Date
    
    Class
    
    Shares OutstandingSeptember 30, 2011
    
    Common Stock, $0.01 par value
    
    37,481,373
 Documents Incorporated by Reference
    
    Location in Form 10-K in which incorporated




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders mattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesItem 15. Exhibits, Financial Statement ScheduleSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  EXPLANATORY NOTE
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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
 Executive Officers
  Board of Directors
  NAME OF DIRECTOR
    
    AGE
    
    DIRECTOR SINCEJosephine Chaus
    
    
    60
    
    
    
    1977Philip G. Barach
    
    
    81
    
    
    
    1993Robert Flug
    
    
    64
    
    
    
    2009
 Josephine Chaus
 Philip G. Barach
 Robert Flug
 David Stiffman
 Shareholder nominations
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Audit Committee
  Code of Ethics
  
 Item 11. Executive Compensation.
 Elements of Compensation
 Base Salary.
   Annual Cash Incentive Compensation.
   3




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Equity Compensation.
  Perquisites.
  General Benefits.
   
  4




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##### Table of Contents



Summary Executive Officer Compensation Table
 Name and
    
    
    
    
    
    
    
    
    
    Stock
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Awards
    
    CompensationPosition
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)
    
    Total ($)Josephine Chaus
    
    
    2011
    
    
    
    497,889
    
    
    
    
    
    
    
    33,431
    (2)
    
    
    531,320Chairwoman of the
Board and Chief
Executive Officer
    
    
    2010
    
    
    
    600,000
    
    
    
    
    
    
    
    32,088
    (2)
    
    
    632,088William P. Runge
Interim Chief
Financial Officer
    
    
    2011
    
    
    
    54,385
    (5)
    
    
    
    
    
    
    
    
    
    
    54,385David Stiffman
    
    
    2011
    
    
    
    307,692
    (3)
    
    
    
    
    
    
    191,026
    (3)
    
    
    498,718Chief
Operating/Chief
Financial Officer
    
    
    2010
    
    
    
    500,000
    (3)
    
    
    14,750
    
    
    
    
    
    
    
    514,750Barton Heminover
Chief Financial
Officer and
Assistant Secretary
    
    
    2010
    
    
    
    128,057
    (4)
    
    
    
    
    
    
    50,023
    (4)
    
    
    178,080
  (1)
    
    Represents the compensation costs recognized for financial statement
reporting purposes for the fair value of restricted stock awarded in
fiscal 2008 in accordance with Financial Accounting Standards Boards
Accounting Standards Codification (ASC) Topic 718
Compensation-Stock Compensation, rather than an amount paid to or
realized by Mr. Stiffman.(2)
    
    As described in the Elements of Compensation section above, the
Company provides personal benefits to Ms. Chaus in the form of
automobile lease reimbursements, parking reimbursements and enhanced
executive health coverage. For fiscal 2011, Ms. Chaus received
$22,538 in automobile lease reimbursements, $9,233 in reimbursement
for parking expenses and $1,660 in reimbursements under the
Exec-u-Care Plan. For fiscal year 2010, Ms. Chaus received $22,536 in
automobile lease reimbursements, $9,240 in reimbursement for parking
expenses and $312 in reimbursements under the Exec-u-Care Plan.(3)
    
    Mr. Stiffmans employment with the Company terminated in February
2011. This represents salary received for fiscal 2011 prior to
termination of employment. In addition, in fiscal 2011, Mr. Stiffman
received severance
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payments totaling $191,026 pursuant to the terms of
his employment agreement. These severance amounts are reflected in
the All Other Compensation column in the above table.(4)
    
    Mr. Heminovers employment with the Company terminated in January
2010. This represents salary received for fiscal 2010 prior to
termination of employment. For fiscal 2010, Mr. Heminover received
$4,928 in an automobile allowance, and the Company made a contribution
of $152 to Mr. Heminovers account in the Companys Savings Plan. In
addition, in fiscal 2010, $44,943 of severance was paid to Mr.
Heminover. Mr. Heminovers severance payment, automobile
reimbursement and the Companys Savings Plan contribution are
reflected in the All Other Compensation column in the above table.(5)
    
    Represents Mr. Runges compensation beginning in February 2011 when he
was appointed Interim Chief Financial Officer.
 Potential Payments upon Termination or Change in Control
   Director Compensation
 st
 Summary Director Compensation Table
 FeesEarnedorPaid inCash
    
    Option AwardsName
    
    ($)
    
    ($)(1)
    
    Total ($)Philip G. Barach
    
    
    46,000
    
    
    
    1,966
    
    
    
    47,966Robert Flug
    
    
    46,000
    
    
    
    
    
    
    
    46,000
  (1)
    
    Amounts in the Option Awards column
represent the compensation cost
recognized by the Company in fiscal
year 2011 related to outstanding option
awards in accordance with ASC 718. The
valuation of such options was
determined using a Black-Scholes
valuation model. See Note 9, under the
heading Stock-Based Compensation, to
the Companys audited financial
statements as filed in the Companys
Original Form 10-K, which sets forth
the material assumptions used in
determining the compensation cost to
the Company with respect to such awards
under the 1998 Stock Option Plan. As
of July 2, 2011, each director held
options to purchase the number of shares of common stock of the Company
set forth in the supplemental table
below:
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Director
    
    Number of shares subject to outstanding optionsPhilip G. Barach
    
    
    50,000
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
matters.
 Summary Equity Compensation Plans Table
 Number of securitiesNumber of securities
    
    
    
    
    
    remaining available forto be issued upon
    
    Weighted-average
    
    future issuance under equityexercise of
    
    exercise price of
    
    compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column (a))Equity compensation
plans approved by
security holders
(1)
    
    
    640,420
    
    
    $
    0.56
    
    
    
    0Equity compensation
    
    
    0
    
    
    
    N/A
    
    
    
    0plans not approved
by security holdersTotal
    
    
    640,420
    
    
    $
    0.56
    
    
    
    0
 
 (1)
    
    Prior to fiscal year 2008, pursuant to the 1998 Stock Option Plan, an automatic
annual grant of 10,000 options was made to each of our non-employee directors of the Company on
July 1stof each year. The exercise price of any such option was equal to the market
price of the Common Stock on the date of grant and the option becomes exercisable as to 25% of
the total grant on each of the first four anniversaries after the grant. Security Ownership of Certain Beneficial Owners and Management
  Name and address of beneficial owner
    
    Amount beneficially owned
    
    Percent of classJosephine
Chaus
530 Seventh Avenue 
New York, New York 10018
    
    
    16,837,308
    (1)
    
    
    44.9
    %Barry J. Berkowitz 
3497 Sweetgrass Avenue 
Simi Valley, CA 93065
    
    
    4,688,591
    (2)
    
    
    12.5
    %Camuto Consulting Inc. 
411 West Putnam Avenue 
Greenwich, CT 06830
    
    
    3,000,000
    
    
    
    8.0
    %Oceanroc Investments Limited 
P.O. Box 957
Offshore Incorporations Center 
Road Toan 
Tortola, British Virgin Islands
    
    
    3,000,000
    
    
    
    8.0
    %
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(1)
    
    All shares listed are owned of record and beneficially, with sole
investment and voting power, except that, with respect to 61,136
shares of Common Stock included in such amount, Josephine Chaus
shares the power to dispose of such shares with Daniel Rosenbloom
which are held by them as co-trustees for her children (but does not
have the power to vote such shares). With respect to 683 shares of
Common Stock included in such amount, such shares are owned by Ms.
Chaus child, and Ms. Chaus is the custodian and, in such capacity,
has the power to vote and dispose of them.The shares beneficially owned by Ms. Chaus do not include an
aggregate of 2,000,000 shares of Common Stock owned by certain trusts
for the benefit of Ms. Chaus children or 683 shares of Common Stock
owned by one of her children. She does not have any power to vote,
direct the vote or dispose of these shares of Common Stock and
disclaims beneficial ownership of these shares of Common Stock.Because of her stock ownership and positions with the Company,
Josephine Chaus may be deemed a control person of the Company.(2)
    
    Information based solely on a Schedule 13G filed with the Securities
and Exchange Commission by Barry Berkowitz on October 13, 2010. Mr.
Berkowitz indicated in such Schedule 13G that he shares voting and
dispositive power with respect to 187,014 of the shares.  Percent of Sharesof CommonNumber of Shares
    
    
    StockName
    
    Beneficially Owned(1)
    
    
    OutstandingDirectors:Philip G. Barach(2)
    
    
    50,000
    
    
    
    *Robert Flug(3)
    
    
    143,579
    
    
    
    *David Stiffman(4)
    
    
    100,000
    
    
    
    *All directors and executive officers as a group (5 persons)(5)
    
    
    17,130,887
    
    
    
    45.6
    %
 
 *
    
    Less than one percent.(1)
    
    Except as otherwise indicated below, the persons listed have advised
the Company that they have sole voting and investment power with
respect to the securities listed as owned by them.(2)
    
    Includes options to purchase 50,000 shares of Common Stock granted
under the 1998 Stock Option Plan, as amended (the 1998
Stock Option
Plan).(3)
    
    Includes 100,000 shares of Common Stock held in the name of an entity
of which Mr. Flug is the principal 8




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shareholder; 33,579 shares of
Common Stock held by R.F. Co. Pension Plan, for which Mr. Flug has
sole voting and investment power; and 10,000 shares of Common Stock
held by the Robert Flug Living Trust.(4)
    
    Represents 100,000 fully vested shares of restricted Common Stock
granted under the 2007 Restricted Stock Inducement Plan.(5)
    
    Includes beneficial ownership of Josephine Chaus (see table above) and
options to purchase an aggregate of 50,000 shares of Common Stock
granted under the 1998 Stock Option Plan. Also includes beneficial
ownership of David Stiffman, who resigned as a director and executive
officer of the Company in February 2011. Changes in Control
  
 Item 13. Certain Relationships and Related Transactions.
     
 Item 14. Principal Accounting Fees and Services.
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Fiscal 2011
    
    
    Fiscal 2010Audit Fees(a)
    
    $
    165,000
    
    
    $
    190,000Audit-Related Fees(c)(d)
    
    $
    25,000
    
    
    $
    25,000Total Audit and Audit-Related Fees
    
    $
    190,000
    
    
    $
    215,000Tax Fees(b)(d)
    
    $
    25,000
    
    
    $
    35,362All Other Fees
    
    $
    0
    
    
    $
    0Total Fees
    
    $
    215,000
    
    
    $
    250,362
 
 (a)
    
    Represents fees billed in connection with the audit of the Companys
consolidated financial statements for fiscal 2011 and fiscal 2010
included in its annual reports on Form 10-K and reviews of the
Companys interim consolidated financial statements included in its
quarterly reports on Form 10-Q for fiscal 2011 and fiscal 2010.(b)
    
    Represents fees billed in connection with tax services for fiscal 2011
and fiscal 2010. Tax services include professional services provided
for tax compliance and tax planning.(c)
    
    Represents fees billed in connection with the audits of the Companys
employee benefit plans for fiscal 2011 and fiscal 2010.(d)
    
    The Audit Committee believes that MHMs provision of these services is
compatible with maintaining MHMs independence.  PART IV
 
 Item 15. Exhibits, Financial Statement Schedule
 *31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Josephine Chaus.*31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William P. Runge.*32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 for Josephine Chaus.
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*32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 for William P. Runge.
 
 *
    
    Filed herewith. 11




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BERNARD CHAUS, INC.By:
    
    /s/ Josephine Chaus

Josephine ChausChairwoman of the Board andChief Executive OfficerDate: October 31, 2011
  SIGNATURE
    
    TITLE
    
    DATE/s/ Josephine Chaus

Josephine Chaus
    
    Chairwoman of the Board and 
Chief Executive Officer
    
    October 31, 2011/s/ William P. Runge

William P. Runge
    
    Interim Chief Financial Officer
    
    October 31, 2011/s/ Philip G. Barach

Philip G. Barach
    
    Director
    
    October 31, 2011/s/ Robert Flug

Robert Flug
    
    Director
    
    October 31, 2011
 12