UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 BOULEVARD, SUITE 270
WOODLAND HILLS, CALIFORNIA 91367
(Address of Principal Executive Offices) (Zip Code)
TAG-IT PACIFIC, INC. AMENDED AND RESTATED 1997 STOCK PLAN
(Full Title of the Plan)
COLIN DYNE
CHIEF EXECUTIVE OFFICER
TAG-IT PACIFIC, INC.
21900 BURBANK BOULEVARD, SUITE 270
WOODLAND HILLS, CALIFORNIA 91367
(Name and Address of Agent for Service)
(818) 444-4100
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOHN MCILVERY, ESQ.
STUBBS ALDERTON & MARKILES, LLP
15821 VENTURA BOULEVARD, SUITE 525
ENCINO, CA 91436
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount Of
of Securities Amount To Be Price Per Offering Registration
To Be Registered Registered (1) Share (2) Price Fee
--------------------------------------------------------------------------------
Common Stock 300,000 $4.725 $1,417,500 $115
================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers such additional shares of the Common
Stock as may become issuable pursuant to the anti-dilution provisions of
the Amended and Restated 1997 Stock Plan. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of securities to be offered or sold
pursuant to the Amended and Restated 1997 Stock Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based
upon the average of the high and low prices of the Common Stock on the
American Stock Exchange on October 20, 2003.
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF
ADDITIONAL SECURITIES"), THE REGISTRANT HEREBY MAKES THE FOLLOWING STATEMENT:
On April 16, 1998, Tag-It Pacific, Inc. (the "Registrant") filed with
the Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-50267) (the "Prior Registration Statement") relating to
shares of Common Stock to be issued pursuant to the Tag-It Pacific, Inc. 1997
Stock Plan, as amended (the "Plan"). The Prior Registration Statement is
currently effective. This Registration Statement relates to securities (a) of
the same class as those to which the Prior Registration Statement relates and
(b) to be issued pursuant to the Plan. The contents of the Prior Registration
Statement are incorporated herein by reference.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION
STATEMENT:
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Stubbs Alderton & Markiles, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Woodland Hills, State of California, on this
21st day of October, 2003.
TAG-IT PACIFIC, INC.
(Registrant)
By: /s/ Ronda Sallmen
--------------------------
Ronda Sallmen
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Colin Dyne and Ronda Sallmen, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and his or her name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement and to file a new registration statement under Rule 461
or Instruction E of Form S-8 of the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Mark Dyne Chairman of the Board of October 21, 2003
--------------------------- Directors
Mark Dyne
/s/ Colin Dyne Chief Executive Officer October 21, 2003
--------------------------- and Director
Colin Dyne
/s/ Ronda Sallmen Chief Financial Officer October 21, 2003
---------------------------
Ronda Sallmen
Director
---------------------------
Kevin Bermeister
/s/ Michael Katz Director October 21, 2003
---------------------------
Michael Katz
/s/ Jonathan Burstein Director and Vice President October 21, 2003
--------------------------- of Operations
Jonathan Burstein
/s/ Brent Cohen Director October 21, 2003
---------------------------
Brent Cohen
/s/ Donna Armstrong Director October 21, 2003
---------------------------
Donna Armstrong
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EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Stubbs Alderton & Markiles, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).