Securities and Exchange Commission
Washington, D.C. 20549
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Form 8-K
Current Report
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2002
TAG-IT PACIFIC, INC.
(exact name of registrant as specified in charter)
Delaware 1-12669 95-4654481
(state of (Commission (IRS Employer
Incorporation) File Number) Identification no.)
21900 Burbank Boulevard, Suite 270
Woodland Hills, California 91367
(Address of principal executive offices)
818-444-4100
(Registrant's telephone number)
ITEM 5. OTHER EVENTS
In a series of sales on December 28, 2001, January 7, 2002 and January
8, 2002, we entered into Stock and Warrant Purchase Agreements with three
private investors, including Mark Dyne, the chairman of our board of directors.
Pursuant to the Stock and Warrant Purchase Agreements, we issued an aggregate of
516,665 shares of our common stock at price per share of $3.00 for aggregate
proceeds of $1,549,995. The Stock and Warrant Purchase Agreements also include a
commitment by one of the two non-related investors to purchase an additional
400,000 shares of our common stock at a price per share of $3.00 at a second
closing (subject of certain conditions) on or prior to October 1, 2002 for
additional proceeds of $1,200,000. Pursuant to the Stock and Warrant purchase
agreements, 258,332 warrants to purchase common stock were issued at the first
closing of the transactions and 200,000 warrants are to be issued at the second
closing. The warrants are exercisable immediately after closing, one half of the
warrants at 110% and the second half at an exercise price of 120% of the market
value of our common stock on the date of closing. The exercise price for the
warrants shall be adjusted upward by 25% of the amount, if any, that the market
price of our common stock on the exercise date exceeds the initial exercise
price (as adjusted) up to a maximum exercise price of $5.25. The warrants have a
term of four
years. The shares contain restrictions related to the sale or transfer of the
shares, registration and voting rights.
A form of the Stock and Warrant Purchase Agreement, form of Warrant to
Purchase Common Stock, form of Stockholders Agreements and form of Investor
Rights Agreement which were entered into by us and each of the investors on
December 28, 2001, January 7, 2002 and January 8, 2002, are attached as Exhibit
99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4, respectively, to this Form
8-K. Exhibits 99.1, 99.2, 99.3 and 99.4 are incorporated herein by this
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
January 23, 2002 Tag-It Pacific, Inc.
By: /S/RONDA SALLMEN
-----------------------------
Ronda Sallmen
Chief Financial Officer
EXHIBIT LIST
Exhibit 99.1 Form of Stock and Warrant Purchase Agreement.
Exhibit 99.2 Form of Warrant to Purchase Common Stock Agreements.
Exhibit 99.3 Form of Stockholders Agreement.
Exhibit 99.4 Form of Investor Rights Agreement