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): OCTOBER 15, 1998
TAG-IT PACIFIC, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13669 95-4654481
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3820 SOUTH HILL STREET
LOS ANGELES, CALIFORNIA 90037
(Address of Principal Executive Offices) (Zip Code)
(213) 234-9606
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On October 15, 1998, the Board of Directors (the "Board") of Tag-It
Pacific, Inc., a Delaware corporation (the "Company") declared a dividend of one
preferred stock purchase right (a "Right") for each issued and outstanding share
of common stock, par value $0.001 per share (the "Common Stock") of the Company.
The dividend is payable to the stockholders of record on November 6, 1998.
All Rights are issued pursuant to, and will be subject to the terms and
conditions of, the Rights Agreement dated as of November 4, 1998, between the
Company and its Rights Agent (currently, American Stock Transfer and Trust
Company). The following is a brief summary of the terms of the Rights.
Each Right, when exercisable, will entitle the registered holder
thereof to purchase from the Company one one-thousandth (1/1000th) of a share of
the Series A Preferred Stock, par value $0.001 per share, of the Company (the
"Preferred Stock") at a Purchase Price of $10.00 per one one-thousandth
(1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to
certain adjustments.
The Rights will initially be represented by the certificates evidencing
the Common Stock and will not be exercisable, or transferable apart from the
Common Stock, until the earliest to occur of (i) the tenth day after the
acquisition by a person or group of affiliated or associated persons (other than
an Exempt Person or, in certain cases, a Permitted Holder) of beneficial
ownership of 15% or more of the outstanding Common Stock; PROVIDED, that if
within said ten-day period the Acquiring Person reduces his beneficial ownership
to less than 15%, then he shall be deemed not to be an Acquiring Person and the
Stock Acquisition Date (as defined below) shall be deemed not to have occurred;
(ii) the tenth day after the commencement of a tender or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of affiliated or associated persons of 15% or more of the outstanding
Common Stock; PROVIDED, that if within said ten day period the person withdraws
the tender or exchange offer, then such offer shall be deemed not to have been
made; (iii) the tenth day after the date of filing of a registration statement
for any such exchange offer under the Securities Act of 1933, as amended, and
(iv) the tenth day after the date on which the Board declares any person or
group of affiliated or associated persons which beneficially owns 10% or more of
the outstanding Common Stock to be an "Adverse Person" (as described below) (the
earliest of these dates is referred to as the "Distribution Date"). Under the
Rights Agreement, any person or group described in items (i) or (iv) above is
referred to as an "Acquiring Person," and the date upon which a person or group
first becomes an Acquiring Person is referred to as the "Stock Acquisition
Date."
An "Adverse Person" is any person or group of affiliated or associated
persons (other than an Exempt Person) beneficially owning 10% or more of the
outstanding Common Stock, if the Board determines (i) that the person or group
is holding the shares of Common Stock in order to cause the Company to
repurchase their Common Stock or to take any other actions intended to provide
them with short-term financial gain, in circumstances where the Board determines
that the actions to be taken are not in the best long-term interests of the
Company or its stockholders, or (ii) that beneficial ownership of the Common
Stock by the person or group is causing or reasonably likely to cause a material
adverse impact on the business or prospects of the Company.
An "Exempt Person" is defined as the Company, a subsidiary of the
Company, an employee benefit plan of the Company, or any of its subsidiaries,
and, subject to certain conditions, Harold Dyne, Colin Dyne, Mark Dyne, Gerard
Guez, Todd Kay and Tarrant Apparel Group.
A "Permitted Holder" shall mean a Person who acquires beneficial
ownership of the Common Stock of the Company pursuant to a Permitted
Acquisition; PROVIDED, HOWEVER, a Permitted Holder shall remain a Permitted
Holder so long as the aggregate beneficial ownership of Common Stock held by
such Person does
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not exceed that number of shares of Common Stock held by such Person immediately
following the Permitted Acquisition pursuant to which such Person became a
Permitted Holder (reduced by the number of shares of Common Stock from time to
time disposed of by such Person) plus a number of additional shares of Common
Stock equal to 1% of the then outstanding shares of Common Stock of the Company;
PROVIDED, HOWEVER, any shares of Common Stock issued or issuable to a Permitted
Holder pursuant to employee benefit plans maintained by the Company for the
benefit of its employees, directors and consultants shall be disregarded and not
counted for purposes of calculating the limitations imposed by the immediately
preceding sentence.
"Permitted Acquisition" shall mean an acquisition of shares of Common
Stock by a Person in a transaction or series of transactions which has been
previously approved by a majority of the Board with the concurrence of a
majority of the Continuing Directors.
The Rights (unless sooner redeemed) will first become exercisable on
the Distribution Date, at which time the Company will distribute separate Right
Certificates representing the Rights to its then current stockholders, and it is
expected that the Rights could then begin trading separately from the Common
Stock. The Rights will expire on November 6, 2008 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company.
Following the Stock Acquisition Date, the Rights would give holders
(other than the Acquiring Person, its affiliates and transferees) the right to
purchase from the Company, for the Purchase Price, that number of one
one-thousandth (1/1000th) of a share of Preferred Stock (or, in certain
circumstances, Common Stock, cash, property or other securities of the Company)
having a market value of twice the Purchase Price of the Right. Notwithstanding
any of the foregoing, following the Stock Acquisition Date, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.
Further, in a merger, consolidation or sale or transfer of 50% or more
of the consolidated assets or earning power of the Company occurring, each Right
will be converted into the right to purchase, for the Purchase Price, that
number of shares of common stock of the surviving entity or (in certain
circumstances) its parent corporation, which at the time of such transaction
will have a market value of two times the Purchase Price of the Right.
Following the Distribution Date, exercisable Rights may be exercised,
at the option of the holder thereof, without the payment of the Purchase Price
in cash. In any such case, the number of securities which such person would
otherwise be entitled to receive upon the exercise of such Rights will be
reduced by the amount of the Purchase Price.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each one one-thousandth (1/1000th) of a share of Preferred Stock
will be entitled to participating dividends per one one-thousandth (1/1000th) of
a share equal to dividends which may from time to time be declared on a share of
Common Stock. In the event of liquidation, the Preferred Stock holders will be
entitled to a preferential liquidation payment. These rights are protected by
customary anti-dilution provisions.
At any time prior to that date which is ten days following the Stock
Acquisition Date, the Board may redeem the outstanding Rights at a price of
$.001 per Right, and may amend the Rights Agreement in any and all respects and
particulars. If during said ten-day period the Acquiring Person reduces his
beneficial ownership to less than 15%, the Rights will again be redeemable.
Subsequent to ten days following the Stock Acquisition Date, the Rights are not
redeemable and the Board may amend the Rights Agreement only to eliminate
ambiguities or to provide additional benefits to the holders of the Rights
(other than any Acquiring Person).
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board. The Rights should not interfere with any
merger or other business combination approved by the Board prior to the time
that holders of the Rights become entitled to exercise their Rights for Common
Stock (or common stock of the surviving entity in a merger with the Company),
since until that time the Rights may be redeemed by the Board at $.001 per
Right.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights or to shorten or lengthen any time period under the Rights
Agreement; PROVIDED, HOWEVER, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
4.1 Rights Agreement, dated as of November 4, 1998, between the
Company and American Stock Transfer and Trust Company as
Rights Agent.
4.2 Certificate of Designation of Rights, Preferences and
Privileges of Preferred Stock (Exhibit A to the Rights
Agreement filed as Exhibit 4.1 hereto).
4.3 Form of Rights Certificate (Exhibit B to the Rights Agreement
filed as Exhibit 4.1 hereto).
4.4 Summary of Rights to Purchase Preferred Stock (Exhibit C to
the Rights Agreement filed as Exhibit 4.1 hereto).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TAG-IT PACIFIC, INC.
(REGISTRANT)
Dated: November 4, 1998 By: /S/ FRANCIS SHINSATO
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Francis Shinsato
Its: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Rights Agreement, dated as of November 4, 1998, between the
Company and American Stock Transfer and Trust Company, as
Rights Agent.
4.2 Form of Certificate of Designation of Rights, Preferences
and Privileges of Preferred Stock. (Exhibit A to the Rights
Agreement files as Exhibit 4.1 hereto).
4.3 Form of Rights Certificate (Exhibit B to the Rights
Agreement filed as Exhibit 4.1 hereto).
4.4 Summary of Rights to Purchase Preferred Stock (Exhibit C to
the Rights Agreement filed as Exhibit 4.1 hereto)
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