UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 9, 2005
TAG-IT PACIFIC, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13669 95-4654481
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
21900 BURBANK BLVD., SUITE 270
WOODLAND HILLS, CALIFORNIA 91367
(Address of Principal Executive Offices) (Zip Code)
(818) 444-4100
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On June 9, 2005, the board of directors of Tag-It Pacific, Inc. (the
"Registrant") approved an increase in the number of its Class I directors from
two to three members, and the appointment of three new directors: Susan White,
Raymond Musci and Joseph Miller. Mr. Miller was appointed as a Class I director
to fill the newly created vacancy and Mr. Musci was appointed as a Class III
director to fill the existing vacancy, with both appointments effective as of
June 9, 2005. The board approved Ms. White's appointment as a Class II director
to fill the current vacancy, with her appointment to be effective immediately
following the Registrant's Annual Stockholders Meeting on Tuesday, June 14,
2005.
Ms. White and Messrs. Musci and Miller each are "independent directors" as
that term is defined in Section 121(A) of the listing standards of the American
Stock Exchange ("AMEX"). Messrs. Musci and Miller also have been appointed to
the audit committee of the Registrant's board of directors.
As a result of the new director appointments, the Registrant is now in
compliance with the AMEX listing standards requiring the board to be comprised
of a majority of independent directors. In addition, the Registrant's audit
committee now complies with the AMEX requirements.
There are no arrangements or understandings between any of the new
directors and any person pursuant to which they were elected as directors.
There have been no transactions, or series of related transactions, in the last
year, nor is there any currently proposed transaction, or series of similar
transactions, to which the Registrant or any of its subsidiaries was a party, or
will be a party, and in which any of the new directors or any member of their
immediate family had, or will have, a direct or indirect material interest.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TAG-IT PACIFIC, INC.
Date: June 10, 2005 By: /s/ August DeLuca
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August DeLuca, Chief Financial Officer
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