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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2002
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-13669
TAG-IT PACIFIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4654481
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
COMMON STOCK, $.001 PAR VALUE AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2) Yes [_] No [X]
The issuer's revenues for the fiscal year ended December 31, 2002 were
$60,073,170.
At June 30, 2002 the aggregate market value of the voting and
non-voting common stock held by non-affiliates of the registrant was
$14,682,838. At March 28, 2003 the issuer had 9,619,909 shares of Common Stock,
$.001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
AMENDMENT NO. 1
TO THE ANNUAL REPORT ON FORM 10-K FILED BY
TAG-IT PACIFIC, INC. ON MARCH 28, 2003
The following amends the Annual Report on Form 10-K filed by Tag-It
Pacific, Inc. on March 28, 2003, as permitted by the rules and regulations
promulgated by the Securities and Exchange Commission. Item 15 of the Form 10-K
is hereby amended in its entirety as set forth herein.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) FINANCIAL STATEMENTS - See Item 8 of this Form 10-K annual
report.
(2) REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -- See
Item 8 of this Form 10-K annual report.
(3) INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT ON SCHEDULE
II -- See Item 8 of this Form 10-K annual report.
(4) FINANCIAL STATEMENT SCHEDULE II - See Item 8 of this Form
10-K annual report.
(5) EXHIBITS -- See Exhibit Index attached to this Form 10-K
annual report.
(b) Reports on Form 8-K:
None
(c) Exhibits:
See Exhibit Index attached to this Form 10-K annual report.
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
2.1 Exchange Agreement, dated October 17, 1997. Incorporated by
reference to Exhibit 2.1 to Form SB-2 filed on October 21, 1997,
and the amendments thereto.
3.1 Certificate of Incorporation of Registrant. Incorporated by
reference to Exhibit 3.1 to Form SB-2 filed on October 21, 1997,
and the amendments thereto.
3.2 Bylaws of Registrant. Incorporated by reference to Exhibit 3.2 to
Form SB-2 filed on October 21, 1997, and the amendments thereto.
3.3 Certificate of Designation of Rights, Preferences and Privileges
of Preferred Stock. Incorporated by reference to Exhibit A to the
Rights Agreement filed as Exhibit 4.1 to Current Report on Form
8-K filed as of November 4, 1998.
3.4 Certificate of Amendment of Certificate of Incorporation of
Registrant. Incorporated by reference to Exhibit 3.4 to Annual
Report on Form 10-KSB, filed March 28, 2000.
3.5 Certificate of Designation of Series B Convertible Preferred
Stock of Tag-It Pacific, Inc. Incorporated by reference to
Exhibit 3.1 to Form 10-QSB filed on August 14, 2000.
4.1 Specimen Stock Certificate of Common Stock of Registrant.
Incorporated by reference to Exhibit 4.1to Form SB-2 filed on
October 21, 1997, and the amendments thereto.
4.2 Rights Agreement, dated as of November 4, 1998, between
Registrant and American Stock Transfer and Trust Company as
Rights Agent. Incorporated by reference to Exhibit 4.1 to Current
Report on Form 8-K filed as of November 4, 1998.
4.3 Form of Rights Certificate. Incorporated by reference to Exhibit
B to the Rights Agreement filed as Exhibit 4.1 to Current Report
on Form 8-K filed as of November 4, 1998.
10.1 Form of Indemnification Agreement. Incorporated by reference to
Exhibit 10.1to Form SB-2 filed on October 21, 1997, and the
amendments thereto.
10.2 Intentionally Left Blank.
10.3 Intentionally Left Blank.
10.4 Intentionally Left Blank.
10.5 Tax Indemnification Agreement between Pacific Trim & Belt, Inc.
and Harold Dyne, Jonathan Burstein, Raymond Spiro and Stan
Magnus. Incorporated by reference to Exhibit 10.12 to Form SB-2
filed on October 21, 1997, and the amendments thereto.
10.6 Promissory Note, dated September 30, 1996, provided by Tag-It,
Inc. to Harold Dyne. Incorporated by reference to Exhibit 10.21
to Form SB-2 filed on October 21, 1997, and the amendments
thereto.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.7 Promissory Note, dated June 30, 1991, provided by Tag-It, Inc. to
Harold Dyne. Incorporated by reference to Exhibit 10.23 to Form
SB-2 filed on October 21, 1997, and the amendments thereto.
10.8 Promissory Note, dated January 31, 1997, provided by Tag-It Inc.
to Mark Dyne. Incorporated by reference to Exhibit 10.24 to Form
SB-2 filed on October 21, 1997, and the amendments thereto.
10.9 Promissory Note, dated February 29, 1996, provided by A.G.S.
Stationary, Inc. to Monto Holdings Pty. Ltd. Incorporated by
reference to Exhibit 10.25o Form SB-2 filed on October 21, 1997,
and the amendments thereto.
10.10 Promissory Note, dated January 19, 1995, provided by Pacific Trim
& Belt, Inc. to Monto Holdings Pty. Ltd. Incorporated by
reference to Exhibit 10.26 to Form SB-2 filed on October 21,
1997, and the amendments thereto.
10.11 Intentionally Left Blank.
10.12 Registrant's 1997 Stock Incentive Plan. Incorporated by reference
to Exhibit 10.29 to Form SB-2 filed on October 21, 1997, and the
amendments thereto.
10.13 Form of Non-statutory Stock Option Agreement. Incorporated by
reference to Exhibit 10.30 to Form SB-2 filed on October 21,
1997, and the amendments thereto.
10.14 Intentionally Left Blank.
10.15 Promissory Note, dated August 31, 1997, provided by Harold Dyne
to Pacific Trim & Belt, Inc. Incorporated by reference to Exhibit
10.32 to Form SB-2 filed on October 21, 1997, and the amendments
thereto.
10.16 Intentionally Left Blank.
10.17 Promissory Note, dated October 15, 1997, provided by Harold Dyne
to Pacific Trim & Belt, Inc. Incorporated by reference to Exhibit
10.34 to Form SB-2 filed on October 21, 1997, and the amendments
thereto.
10.18 Formation Agreement of AGS Holdings L.L.C., dated as of October
17, 1997. Incorporated by reference to Exhibit 10.35 to Form SB-2
filed on October 21, 1997, and the amendments thereto.
10.19 Intentionally Left Blank.
10.20 Warrant Agreement, dated June 1, 1994, between Jonathan Markiles
and Tag-It, Inc. Incorporated by reference to Exhibit 10.39 to
Form SB-2 filed on October 21, 1997, and the amendments thereto.
10.21 Form of Warrant Agreement between Registrant and Troop Meisinger
Steuber & Pasich, LLP. Incorporated by reference to Exhibit 10.41
to Form SB-2 filed on October 21, 1997, and the amendments
thereto.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.22 Contract for Manufacturing Services between USA and Mexico,
between Tag-It, Inc. and Tagit de Mexico, S.A. de C.V.
Incorporated by reference to Exhibit 10.44 to Form SB-2 filed on
October 21, 1997, and the amendments thereto.
10.23 Intentionally Left Blank.
10.24 Intentionally Left Blank.
10.25 Promissory Note, dated October 15, 1997, provided by A.G.S.
Stationary Inc. to Monto Holdings Pty. Ltd. Incorporated by
reference to Exhibit 10.48 to Form SB-2 filed on October 21,
1997, and the amendments thereto.
10.26 Promissory Note, dated November 4, 1997, provided by Pacific Trim
& Belt, Inc. to Monto Holdings Pty. Ltd. Incorporated by
reference to Exhibit 10.49 to Form SB-2 filed on October 21,
1997, and the amendments thereto.
10.27 Intentionally Left Blank.
10.28 Intentionally Left Blank.
10.29 Intentionally Left Blank.
10.30 Intentionally Left Blank.
10.31 Intentionally Left Blank.
10.32 Binding Letter of Understanding, dated October 14, 1998.
Incorporated by reference to Exhibit 99.3 to Current Report on
Form 8-K filed as of October 29, 1998.
10.33 Side Letter Agreement, dated October 14, 1998. Incorporated by
reference to Exhibit 99.4 to Current Report Form 8-K filed as of
October 29, 1998.
10.34 Series B Convertible Preferred Stock Agreement, dated as of April
3, 2000, between the Registrant and Grupo Industrial Cierres
Ideal, S.A. de C.V. Incorporated by reference to Exhibit 10.1 to
Form 10-QSB filed on August 14, 2000.
10.35 Talon License and Distribution Agreement, dated April 3, 2000,
between the Registrant and Grupo Industrial Cierres Ideal, S.A.
de C.V. Incorporated by reference to Exhibit 10.2 to Form 10-QSB
filed on August 14, 2000. *
10.36 Consignment Inventory Purchase Agreement, dated September 30,
2000, between the Registrant and Grupo Industrial Cierres Ideal,
S.A. de C.V. Incorporated by reference to Exhibit 10.1 to Form
10-QSB filed on November 14, 2000.
10.37 Guaranty, dated as of October 4, 2000, by A.G.S. Stationery, Inc.
in favor or Mark I. Dyne. Incorporated by reference to Exhibit
10.40 to Form 10-K filed on April 4, 2001.
10.38 Guaranty, dated as of October 4, 2000, by Tag-It, Inc. in favor
of Mark I. Dyne. Incorporated by reference to Exhibit 10.41 to
Form 10-K filed on April 4, 2001.
10.39 Guaranty, dated as of October 4, 2000, by Talon International,
Inc. in favor of Mark I. Dyne. Incorporated by reference to
Exhibit 10.42 to Form 10-K filed on April 4, 2001.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.40 Intercreditor Agreement, dated as of October 4, 2000, by and
among Mark I. Dyne, Sanwa Bank California, the Registrant,
Tag-It, Inc., Talon International, Inc. and A.G.S. Stationery,
Inc. Incorporated by reference to Exhibit 10.43 to Form 10-K
filed on April 4, 2001.
10.41 Security Agreement, dated as of October 4, 2000, between A.G.S.
Stationery, Inc. and Mark I. Dyne. Incorporated by reference to
Exhibit 10.44 to Form 10-K filed on April 4, 2001. Incorporated
by reference to Exhibit 10.44 to Form 10-K filed on April 4,
2001.
10.42 Security Agreement, dated as of October 4, 2000, between Tag-It,
Inc. and Mark I. Dyne. Incorporated by reference to Exhibit 10.45
to Form 10-K filed on April 4, 2001.
10.43 Security Agreement, dated as of October 4, 2000, between Talon
International Inc. and Mark I. Dyne. Incorporated by reference to
Exhibit 10.46 to Form 10-K filed on April 4, 2001.
10.44 Security Agreement, dated as of October 4, 2000, between Tag-It
Pacific, Inc. and Mark I. Dyne. Incorporated by reference to
Exhibit 10.47 to Form 10-K filed on April 4, 2001.
10.45 Convertible Secured Subordinated Promissory Note, dated October
4, 2000, provided by Mark I. Dyne to the Registrant. Incorporated
by reference to Exhibit 10.48 to Form 10-K filed on April 4,
2001.
10.46 Intentionally Left Blank.
10.47 Intentionally Left Blank.
10.48 Trim Handling Agreement, dated as of December 29, 1999, among the
Registrant, Tarrant Apparel Group, Inc. & Tagmex and Tag-It de
Mexico S.A. Incorporated by reference to Exhibit 10.51 to Form
10-K filed on April 4, 2001.
10.49 Intentionally Left Blank.
10.50 Supply Agreement entered into on December 22, 2000, by and
between the Company, Hubert Guez, Paul Guez and Azteca Production
International, Inc., AZT International SA D RL, and Commerce
Investment Group, LLC.* Incorporated by reference to Exhibit
10.53 to Form 10-K filed on April 4, 2001.
10.51 Investor Rights Agreement entered into on December 22, 2000, by
and between the Company and Commerce Investment Group, LLC.
Incorporated by reference to Exhibit 10.54 to Form 10-K filed on
April 4, 2001.
10.52 Voting Agreement entered into on December 22, 2000, by and
between the Company, Hubert Guez, Paul Guez and Azteca Production
International, Inc., AZT International SA D RL, Commerce
Investment Group, LLC, and Colin Dyne. Incorporated by reference
to Exhibit 10.55 to Form 10-K filed on April 4, 2001.
10.53 Right of First Refusal and Sale Agreement entered into on
December 22, 2000, by and between the Company, Hubert Guez, Paul
Guez and Azteca Production International, Inc., AZT International
SA D RL, Commerce Investment Group, LLC, and Colin Dyne.
Incorporated by reference to Exhibit 10.56 to Form 10-K filed on
April 4, 2001.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.54 Series C Preferred Stock Purchase Agreement, dated as of
September 20, 2001, between Tag-it Pacific, Inc. and Coats North
America Consolidated, Inc. Incorporated by reference to Exhibit
99.1 to Form 8-K filed on October 15, 2001.
10.55 Investor Rights Agreement, dated as of September 20, 2001,
between Tag-it Pacific, Inc. and Coats North America
Consolidated, Inc. Incorporated by reference to Exhibit 99.2 to
Form 8-K filed on October 15, 2001.
10.56 Co-Marketing and Supply Agreement, dated as of September 20,
2001, between Tag-it Pacific, Inc. and Coats America, Inc.
Incorporated by reference to Exhibit 99.3 to Form 8-K filed on
October 15, 2001.
10.57 Purchase Money Security Agreement, dated as of September 20,
2001, between Tag-it Pacific, Inc. and Coats America, Inc.
Incorporated by reference to Exhibit 99.4 to Form 8-K filed on
October 15, 2001.
10.58 Certificate of Designation of Series C Convertible Redeemable
Preferred Stock. Incorporated by reference to Exhibit 99.5 to
Form 8-K filed on October 15, 2001.
10.59 Asset Purchase Agreement, dated as of December 21, 2001, among
Tag-it Pacific, Inc., Groupo Industrial Cierres Ideal, S. A. de
C.V., Talon, Inc. and Industias Unidas, S.A. de C.V. Incorporated
by reference to Exhibit 99.1 to Form 8-K filed on January 7,
2002.
10.60 Promissory Note, dated as of December 21, 2001, by Tag-it
Pacific, Inc. for the benefit of Talon, Inc. Incorporated by
reference to Exhibit 99.2 to Form 8-K filed on January 7, 2002.
10.61 Stockholders Agreement, dated as of December 21, 2001, among
Tag-it Pacific, Inc. and Talon, Inc. Incorporated by reference to
Exhibit 99.3 to Form 8-K filed on January 7, 2002.
10.62 Mutual Release, dated as of December 21, 2001, among Tag-it
Pacific, Inc., Etic Art S.A. de C.V. and Cierres Ideal de Mexico,
S. A. de C.V. Incorporated by reference to Exhibit 99.4 to Form
8-K filed on January 7, 2002.
10.63 Escrow Agreement, dated as of December 21, 2001, among Tag-it
Pacific, Inc., Talon, Inc. and Wells Fargo Bank, National
Association. Incorporated by reference to Exhibit 99.5 to Form
8-K filed on January 7, 2002.
10.64 Form of Stock and Warrant Purchase Agreement dated December 28,
2001. Incorporated by reference to Exhibit 99.1 to Form 8-K filed
on January 23, 2002.
10.65 Form of Warrant to Purchase Common Stock Agreements dated
December 28, 2001. Incorporated by reference to Exhibit 99.2 to
Form 8-K filed on January 23, 2002.
10.66 Form of Stockholders Agreements dated December 28, 2001.
Incorporated by reference to Exhibit 99.3 to Form 8-K filed on
January 23, 2002.
10.67 Form of Investor Rights Agreements dated December 28, 2001.
Incorporated by reference to Exhibit 99.4 to Form 8-K filed on
January 23, 2002.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.68 Form of Exclusive Supply Agreement dated July 12, 2002, among
Tag-it Pacific, Inc. and Levi Strauss & Co.* Incorporated by
reference to Exhibit 10.68 to Form 10-Q filed on November 15,
2002.
10.69 Intellectual Property Rights Agreement, dated April 2, 2002,
between the Company and Pro-Fit Holdings, Ltd.*
10.70 Amendment to Exclusive Supply Agreement, dated July 12, 2002,
between Tag-it Pacific, Inc. and Levi Strauss & Co.*+
23.1 Consent of BDO Seidman, LLP.+
24.1 Power of Attorney.+
31.1 Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)
under the Securities and Exchange Act of 1934, as amended.
31.2 Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)
under the Securities and Exchange Act of 1934, as amended.
32.1 Certificate of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(b) under the Securities and
Exchange Act of 1934, as amended.
* Certain portions of this agreement have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
an order granting confidential treatment pursuant to Rule 24b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended.
+ Filed as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 2002.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TAG-IT PACIFIC, INC.
/S/ RONDA SALLMEN
--------------------------------
By: Ronda Sallmen
Its: Chief Financial Officer
SIGNATURES
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
+ Chairman of the Board of October 1, 2003
------------------------ Directors
Mark Dyne
+ Chief Executive Officer October 1, 2003
------------------------ and Director
Colin Dyne
/S/ RONDA SALLMEN Chief Financial Officer October 1, 2003
------------------------
Ronda Sallmen
+ Director October 1, 2003
------------------------
Kevin Bermeister
+ Director October 1, 2003
------------------------
Michael Katz
+ Director and Vice President October 1, 2003
------------------------ of Operations
Jonathan Burstein
+ Director October 1, 2003
------------------------
Brent Cohen
+ Director October 1, 2003
------------------------
Donna Armstrong
+ By: /S/ RONDA SALLMEN
-----------------------
Ronda Sallmen
Attorney-In-Fact