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): February 4, 2005
TAG-IT PACIFIC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13669 95-4654481
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
21900 BURBANK BOULEVARD, SUITE 270
WOODLAND HILLS, CA 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 ct (17 CFR 240.14d-2(B))
|_| Pre-commencement communications pursuant to Rule 13e-4(c))
under the Exchange Act (17 CFR 240.13e-4c))
ITEM 8.01. OTHER EVENTS.
In our Quarterly Report for the first quarter of 2004, we first
reported that we had filed suit against Pro-Fit Holdings Limited in the U.S.
District Court for the Central District of California -- TAG-IT PACIFIC, INC. V.
PRO-FIT HOLDINGS LIMITED, CV 04-2694 LGB (RCx) - based on various contractual
and tort claims relating to our exclusive license and intellectual property
agreement, seeking declaratory relief, injunctive relief and damages. Our
agreement with Pro-Fit gives us exclusive rights in certain geographic areas to
Pro-Fit's stretch and rigid waistband technology. On February 4, 2005, we
amended our pleadings in the litigation to assert additional breaches by Pro-Fit
of its obligations to us under our agreement and under certain additional letter
agreements, and for a declaratory judgment that Pro-Fit's patent No. 5,987,721
is invalid and not infringed by us.
We amended our pleadings in response to a lack of progress in our
negotiations with Pro-Fit to resolve our disputes, and in response to recent
actions taken by Pro-Fit in connection with the litigation and breaches by
Pro-Fit of additional letter agreements. Pro-Fit has purported to terminate our
exclusive license and intellectual property agreement based on the same alleged
breaches of the agreement that are the subject of our existing litigation, as
well as on an additional basis unsupported by fact. We originally filed suit
against Pro-Fit to obtain a declaration that no breaches existed, and maintain
that any purported terminations by Pro-Fit are invalid. We believe that
Pro-Fit's recent actions are intended to gain advantage in settlement
negotiations and are without merit. We will continue to pursue redress in the
U.S. District Court, where we believe we will prevail.
We will continue to perform our obligations under the Pro-Fit
agreement, and will require that Pro-Fit do the same. We continue to purchase
component products from Pro-Fit. If Pro-Fit ceases to supply products,
alternative sources of supply are available to ensure that the supply of stretch
waistband components to our customer will continue without material
interruption.
We derive a significant amount of revenues from the sale of components
for stretch waistbands. Our business, results of operations and financial
condition could be materially adversely affected if we are unable to resolve our
dispute with Pro-Fit in a manner favorable to us.
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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: February 4, 2005 By: /S/ COLIN DYNE
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Colin Dyne
Chief Executive Officer
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