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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
[_] 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:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE 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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [_] No [X]
Indicate by check mark if the registration is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X]
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 [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [_] No [X]
At June 30, 2005 the aggregate market value of the voting and non-voting common
stock held by non-affiliates of the registrant was $42,684,045. At March 31,
2006 the issuer had 18,376,180 shares of Common Stock, $.001 par value, issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K on Form 10-K/A (this "Amendment") amends
Tag-It Pacific, Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, originally filed on April 17, 2006 (the "Original
Filing"). The Company is filing this Amendment to include the information
required by Part III and not included in the Original Filing as the Company will
not file its definitive proxy statement within 120 days of the end of the
Company's fiscal year ended December 31, 2005.
Except as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and the Company has not updated the disclosures contained therein to reflect any
events which occurred at a date subsequent to the filing of the Original Filing.
In this Amendment, unless the context indicates otherwise, the terms "Company,"
"we," "us," and "our" refer to Tag-It Pacific, Inc., and its subsidiaries.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and position of each of our
executive officers and directors as of April 22, 2006.
NAME AGE POSITION
---- --- --------
Stephen P. Forte........... 38 Chief Executive Officer and Director
Mark Dyne (1)............. 45 Chairman of the Board of Directors
Colin Dyne (1)............. 43 Vice Chairman of the Board of Directors
Jonathan Burstein (2)...... 39 Executive Vice President of Operations,
Secretary and Director
Kevin Bermeister........... 45 Director
Susan White................ 56 Director
Raymond Musci ............. 45 Director
Joseph Miller.............. 42 Director
Brent Cohen................ 47 Director
Lonnie D. Schnell.......... 57 Chief Financial Officer
Wouter van Biene........... 56 Chief Operating Officer
----------
(1) Colin Dyne and Mark Dyne are brothers.
(2) Jonathan Burstein is Colin Dyne's and Mark Dyne's brother-in-law.
CLASS III DIRECTORS: TERMS EXPIRING IN 2006
MARK DYNE Mr. Dyne has served as Chairman of the Board
of Directors since 1997. Mr. Dyne currently
serves as the Chief Executive Officer and
the Managing Partner of Europlay Capital
Advisors, LLC, a merchant banking and
advisory firm. Mr. Dyne previously served as
Chairman and Chief Executive Officer of Sega
Gaming Technology Inc. (USA), a gaming
company, and Chairman and Chief Executive
Officer of Virgin Interactive Entertainment
Ltd., a distributor of computer software
programs and video games based in London,
England. Mr. Dyne was a founder and director
of Packard Bell NEC Australia Pty. Ltd., a
manufacturer and distributor of personal
computers through the Australian mass
merchant channel, and he was a founder and
former director of Sega Ozisoft Pty Ltd., a
leading distributor of entertainment
software in both Australia and New Zealand.
MEMBER: GOVERNANCE COMMITTEE
1
COLIN DYNE Currently, Mr. Dyne serves as Vice Chairman
of the Board of Directors. Mr. Dyne founded
Tag-It, Inc., one of our subsidiaries, in
1991 with his father, Harold Dyne. Mr. Dyne
served as our President from inception and
as our Chief Executive Officer from 1997 to
2005. Before founding Tag-It, Inc. in 1991,
Mr. Dyne worked in numerous positions within
the stationery products industry, including
owning and operating retail stationery
businesses and servicing the larger
commercial products industry through
contract stationery and printing operations.
RAYMOND MUSCI Ray Musci has served as a Director of the
Company since June 2005. From October 1999,
Mr. Musci has served as the President and
Chief Executive Officer and a director of
BAM! Entertainment, Inc., a publicly traded
company that develops, publishes and
distributes entertainment software products
and video games. Mr. Musci currently serves
as a director of Brilliant Digital
Entertainment, Inc., a publicly traded
corporation (OTCBB: BDEI). From May 1990 to
July 1999, Mr. Musci served as the
President, Chief Executive Officer and as a
director of Infogrames Entertainment, Inc.
(formerly Ocean of America, Inc.), a company
that develops, publishes and distributes
software products. Mr. Musci also previously
served as a director of Ocean International,
Ltd., the holding company of Ocean of
America, Inc. and Ocean Software, Ltd., and
as Executive Vice President/General Manager
of Data East USA, Inc., a subsidiary of Data
East Corp., a Japanese company.
MEMBER: AUDIT COMMITTEE
CLASS I DIRECTORS: TERMS EXPIRING IN 2007
JOSEPH MILLER Mr. Miller has served on the Board of
Directors since June 2005. Since 2003, he
has been a Managing Director of Europlay
Capital Advisors, LLC, a merchant banking
and advisory firm. From 1998 to 2003, Mr.
Miller was a Senior Vice President at
Houlihan Lokey Howard & Zukin, a leading
middle-market investment bank.. From 1994 to
1998, Mr. Miller served as the Vice
President, Corporate Development for
Alliance Communications Corporation,
Canada's leading independent producer and
distributor of filmed entertainment. Mr.
Miller has bachelor's degree in Economics
and Business from the University of
California, Los Angeles
MEMBER: AUDIT COMMITTEE
2
BRENT COHEN Mr. Cohen has served on the Board of
Directors since 1998. Mr. Cohen has served
as Chief Executive Officer and a director of
Dovebid Inc. since August 2005. Mr. Cohen
served as President and was a member of the
Board of Directors of First Advantage
Corporation (formed by the merger of US
Search and First American Financial
screening companies) in June 2003. Mr. Cohen
served as Chairman of the Board, President
and Chief Executive Officer of US Search
from February 2000 until June 2003. From
July 1987 through October 1998, Mr. Cohen
held senior management positions with
Packard Bell NEC (formerly Packard Bell
Electronics), including Chief Operating
Officer, Chief Financial Officer and
President--Consumer and International.
Subsequently, Mr. Cohen served on the board
of advisors and directors of several
companies from October 1998 through January
2000. From January 1980 through December
1982 and from January 1985 through June 1987
Mr. Cohen held various management positions
in both the management consulting and
auditing practice of Arthur Young & Company
(now Ernst & Young). Mr. Cohen holds a
Bachelor of Commerce degree, a Graduate
Diploma in Accounting and an MBA from the
University of Cape Town in South Africa. He
is also a chartered accountant.
MEMBER: COMPENSATION, NOMINATING AND
GOVERNANCE COMMITTEES
KEVIN BERMEISTER Mr. Bermeister has served on our Board of
Directors since 1999. He has been a director
of Brilliant Digital Entertainment, Inc.
(OTCBB: BDEI) since August 1996 and has
served as its President since October 1996
and as its Chief Executive Officer since the
beginning of 2001. Mr. Bermeister is a
director of Sega Ozisoft Pty. Ltd. and
previously served as its Co-Chief Executive
Officer. Mr. Bermeister is a founder of Sega
Ozisoft which commenced business in 1982.
Mr. Bermeister also is a director of Packard
Bell NEC Australia Pty. Ltd. and Jacfun Pty.
Ltd. Jacfun owns the Darling Harbour
property occupied by the Sega World indoor
theme park in Sydney, Australia. Mr.
Bermeister has served on numerous advisory
boards, including Virgin Interactive
Entertainment Ltd.
MEMBER: COMPENSATION AND NOMINATING
COMMITTEES
CLASS II DIRECTORS: TERMS EXPIRING IN 2008
STEPHEN P. FORTE Mr. Forte has served as our Chief Executive
Officer since October 2005. Prior to joining
us Mr. Forte served as a principal at the
Forte Group, LLC, a business development
consulting company founded by Mr. Forte in
February of 2005, which focuses on assisting
U.S. companies expand business overseas and
foreign corporations expand their business
in the U.S. Prior to founding the Forte
Group, Mr. Forte served as President of
Ascendent Telecommunications, Inc., a
premier voice mobility company, which he
founded in 1999. Before launching Ascendent,
Mr. Forte founded Travelers Telecom (aka
Wilshire Cellular) in 1993, a leading
cellular rental provider and wireless
carrier for short term users and government.
Mr. Forte earned a bachelor's degree from
the University of Southern California and an
MBA from George Washington University. He
currently serves on the Board for the School
of Business at The George Washington
University, and serves as a mentor at the
Marshall School of Business, at the
University of Southern California.
3
SUSAN WHITE Ms. White has served on the Board of
Directors since June 2005. Ms. White has
served as Chief Executive Officer and
President of Brand Identity Solutions, LLC,
a branding, marketing and licensing
consulting company, since 1984. Ms. White
has also served as Chief Executive Officer
and President of Whitespeed, LLC, an
Internet design, branding and marketing
company, since 2000. Ms. White also
previously served as Director of Marketing
and Advertising Worldwide for Warnaco from
November 1997 through August 1999. Ms. White
received a BA from Bay State College.
JONATHAN BURSTEIN Mr. Burstein has served as our Vice
President of Operations since 1999 and has
served on our Board of Directors since 1999.
During this period, Mr. Burstein has been
responsible for many of the internal
operations of the Company, including
logistics, purchasing and managing key
customer relationships. From 1987 until
1999, Mr. Burstein has been responsible for
managing many of our largest customer
accounts. Mr. Burstein has served as our
Secretary beginning November 2004.
OTHER EXECUTIVE OFFICERS
LONNIE D. SCHNELL Mr. Schnell joined the Company in January
2006 as our Chief Financial Officer. Mr.
Schnell served as Vice President of Finance
for Capstone Turbine Corporation, a
manufacturer of micro-turbine electric
generators from 2004 until 2005. From 2002
to 2004 Mr. Schnell served as Chief
Financial Officer of EMSource, LLC, an
electronic manufacturing service company.
Prior to EMSource, in 2002, Mr. Schnell
served as Chief Financial Officer of Vintage
Capital Group, a private equity investment
firm. From 1999 through 2002, Mr. Schnell
served as Chief Financial Officer of
Need2Buy, Inc. a business-to-business
internet marketplace for electronic
components. Mr. Schnell has completed an
executive MBA program with the Stanford
University Executive Institute, and earned
his Bachelor of Science in Accounting at
Christian Brothers University. Mr. Schnell
is a Certified Public Accountant with
experience in the international accounting
firm of Ernst & Young LLP.
WOUTER VAN BIENE Mr. van Biene joined the Company in March
2006 as our Chief Operating Officer. Prior
to joining us, Mr. van Biene served as
Senior Vice President - Operations for
Ascendent Telecommunications Inc., a
provider of mobile telecommunications
solutions, from 2002 through February 2006.
Prior to joining Ascendent, Mr. van Biene
served from 2001 to 2002 as CFO of AbraComm
Inc., a private, high tech start up company
in the telecommunications arena, and from
2000 to 2001 as Vice President of Operations
of CentreCom, another high tech
telecommunications firm. Earlier in his
career, Mr. van Biene served as CIO of
UStel, Inc, a regional Long Distance Carrier
and as Founder/CFO of Consortium 2000, Inc.
a telecommunications marketing organization.
Prior to that, Mr. van Biene held several
executive positions over a fourteen-year
time span at American Medical International,
Inc. Mr. van Biene holds a Masters degree in
Economics and Business Administration from
the University of Amsterdam in the
Netherlands.
4
AUDIT COMMITTEE; AUDIT COMMITTEE FINANCIAL EXPERT
We currently have a separately designated standing Audit Committee established
in accordance with Section 3(a)(58)(A) of the Exchange Act. The role and
responsibilities of the audit committee are set forth in a written charter
adopted by the Board and approved by the committee. The audit committee approves
the engagement of the independent registered public accounting firm, reviews the
scope of the audit to be conducted by the independent registered public
accounting firm and meets quarterly with the independent registered public
accounting firm and our Chief Financial Officer to review matters relating to
our financial statements, our accounting principles and our system of internal
accounting controls. The audit committee reports its recommendations as to the
approval of our financial statements to the Board of Directors. All audit
committee members are independent directors as defined in the listing standards
of the American Stock Exchange ("AMEX").
The Audit Committee currently consists of Messrs. Musci and Miller. Messrs.
Musci and Miller both meet the AMEX financial knowledge requirements, and the
Board of Directors has further determined that Mr. Musci (i) is an "audit
committee financial experts" as such term is defined in Item 401(h) of
Regulation S-K promulgated by the SEC and (ii) meets the AMEX professional
experience requirements. We are currently not in compliance with the AMEX
listing requirement that we maintain an audit committee of at least three
independent board members.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers, directors, and persons who own more than ten percent of a registered
class of our equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Executive officers,
directors and greater-than-ten percent stockholders are required by Securities
and Exchange Commission regulations to furnish the Company with all Section
16(a) forms they file. Based solely on its review of the copies of the forms
received by it and written representations from certain reporting persons that
they have complied with the relevant filing requirements, we believe that,
during the year ended December 31, 2005, all of the Company's executive
officers, directors and greater-than-ten percent stockholders complied with all
Section 16(a) filing requirements.
CODE OF ETHICS.
We have adopted a Code of Ethical Conduct that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, as well as to our other
employees and directors generally. A copy of our Code of Ethical Conduct was
filed as an exhibit to our Annual Report on Form 10-K.
5
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE.
The following table sets forth, as to the Chief Executive Officer, and as to
each of the other most highly compensated officers whose compensation exceeded
$100,000 during the last fiscal year (the "Named Executive Officers"),
information concerning all compensation paid for services to the Company in all
capacities for each of the three years ended December 31 indicated below.
LONG-TERM
COMPENSATION
------------
ANNUAL NUMBER OF
FISCAL YEAR COMPENSATION SECURITIES
NAME AND ENDED --------------------- UNDERLYING
PRINCIPAL POSITION DECEMBER 31 SALARY ($) OTHER ($) OPTIONS
----------------------------------------- ----------- --------- --------- ------------
Stephen P. Forte (2).................... 2005 38,250 (1) --
Chief Executive Officer
August DeLuca (3)....................... 2005 166,385 (1) 35,000
Former Chief Financial Officer
Colin Dyne (4).......................... 2005 556,309 73,097(5) --
Vice Chairman of Board of Directors 2004 450,594 (1) --
(former Chief Executive Officer) 2003 452,397 (1) 100,000
Jonathan Burstein....................... 2005 239,950 (1) --
Executive Vice President of 2004 244,950 (1) --
Operations and Director 2003 246,079 (1) 35,000
(1) Certain of the named executive officers receive personal benefits in
addition to salary and cash bonuses, including car allowances and expenses.
The aggregate amount of such personal benefits does not exceed the lesser
of $50,000 or 10% of the total annual salary and bonus reported for the
officer.
(2) Mr. Forte was appointed Chief Executive Officer on October 21, 2005. Prior
to joining us as CEO, Mr. Forte was paid certain fees as a consultant (see
"Item 13. Certain Relationships and Related Transactions").
(3) Mr. DeLuca was appointed Chief Financial Officer on April 1, 2005 and
resigned on January 20, 2006.
(4) Mr. Dyne served as Chief Executive Officer from 1997 to October 21, 2005.
(5) Comprised of car allowances of $24,000; life insurance premiums of $35,000;
and other personal expenses.
OPTION GRANTS IN FISCAL 2005.
The following table sets forth certain information regarding the grant of stock
options made during fiscal 2005 to the Named Executive Officers.
PERCENT OF
TOTAL POTENTIAL
NUMBER OF OPTIONS REALIZABLE VALUE
SECURITIES GRANTED TO AT ASSUMED
UNDERLYING EMPLOYEES EXERCISE RATE OF STOCK PRICE
OPTIONS IN FISCAL OR BASE EXPIRATION APPRECIATION FOR
NAME GRANTED YEAR(1) PRICE(2) DATE OPTION TERM(3)
---- ----------- ---------- -------- ----------- --------------------
5% 10%
-- ---
August DeLuca....... 35,000 (4) 15% $5.00 2/14/2015 $110,057 $278,905
6
(1) Options covering an aggregate of 235,000 shares were granted
to employees during fiscal 2005.
(2) The exercise price and tax withholding obligations related to
exercise may be paid by delivery of already owned shares,
subject to certain conditions.
(3) The potential realizable value is based on the assumption that
the common stock appreciates at the annual rate shown
(compounded annually) from the date of grant until the
expiration of the option term. These amounts are calculated
pursuant to applicable requirements of the SEC and do not
represent a forecast of the future appreciation of the common
stock.
(4) Mr. DeLuca resigned from the Company effective January 20,
2006. All unexercised options held by Mr. DeLuca terminated 30
days following the date of his resignation.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES.
The following table sets forth, for each of the Named Executive Officers,
certain information regarding the number of shares of common stock underlying
stock options held at fiscal year-end and the value of options held at fiscal
year-end based upon the last reported sales price of the underlying securities
on the American Stock Exchange ($0.36 per share) on December 30, 2005, the last
trading day in 2005.
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT DECEMBER 31, 2005 AT DECEMBER 31, 2005
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------- -------- -------- ----------- ------------- ----------- -------------
Stephen P. Forte......... -- -- -- -- -- --
August DeLuca (1)........ -- -- 8,750 26,250 -- --
Colin Dyne .............. -- -- 535,000 -- -- --
Jonathan Burstein........ -- -- 175,000 -- -- --
(1) Mr. DeLuca resigned from the Company effective January 20, 2006. All
unexercised options held by Mr. DeLuca terminated 30 days following
the date of his resignation.
DIRECTOR COMPENSATION.
We currently pay nonemployee directors $1,500 for their personal attendance at
any meeting of the Board of Directors and $500 for attendance at any telephonic
meeting of the Board of Directors or at any meeting of a committee of the Board
of Directors. We also pay non-employee directors an annual fee of $25,000 and a
committee fee of $10,000. Non-employee directors, Mr. Mark Dyne and Messrs.
Bermeister, Cohen and Katz, each received an option to purchase 25,000 shares of
our common stock in March 2005. Ms. White and Messrs. Miller and Musci, each
received an option to purchase 30,000 shares of our common stock in December
2005. We also reimburse directors for their reasonable travel expenses incurred
in attending board or committee meetings and pay nonemployee directors a per
diem for board services.
EMPLOYMENT CONTRACTS.
During fiscal year 2005, we did not have employment agreements with any of the
Named Executive Officers. In 2006, we have entered into the following employment
agreements with our executive officers.
On March 16, 2006, we entered into an Executive Employment Agreement with
Stephen Forte, pursuant to which Mr. Forte serves as our Chief Executive
Officer. This employment agreement has a term continuing though December 31,
2008, which may be extended to December 31, 2009. Pursuant to this agreement,
Mr. Forte will receive an annual base salary of $275,000 for 2006 and $325,000
for each subsequent year of the term and will be entitled to receive an annual
incentive bonus based upon our earnings before interest and taxes. In the event
that prior to the end of the term, Mr. Forte's employment is terminated by us
"without cause" (as defined in the agreement), by Mr. Forte for "good reason"
(as defined in the agreement) or due to Mr. Forte's death or disability, then
Mr. Forte or his estate will be entitled to receive, in addition to all accrued
salary, (i) severance payments equal to Mr. Forte's base salary for the
remaining term of the agreement or, in the case of death or disability, through
December 31, 2008, (ii) a pro rated portion of the annual incentive bonus for
the year
7
in which the termination occurred, (iii) full acceleration of vesting of the
options issued to Mr. Forte pursuant to the agreement and (iv) continued
healthcare coverage for Mr. Forte and his dependents for the remaining term of
the agreement. In connection with the employment agreement and as an inducement
to employment, we previously granted Mr. Forte an option to purchase 900,000
shares of our common stock, which vests over a period of three years. In
addition, in lieu of $50,000 in cash compensation, we granted Mr. Forte 135,135
shares of common stock and an option to purchase 135,135 shares of common stock
that vests in full on October 24, 2006. All of these options will vest in full
upon a change of control of our company or upon termination of Mr. Forte's
employment without cause, for good reason or due to his death or disability.
On March 16, 2006, we entered into an employment offer letter with Wouter van
Biene, pursuant to which Mr. van Biene serves as our Chief Operating Officer on
an "at-will" basis. Pursuant to this offer letter, Mr. van Biene will receive an
annual base salary of $225,000 and will be eligible to receive an annual
incentive bonus based upon our earnings before interest and taxes. In the event
that Mr. van Biene's employment is terminated by us without "cause" (as defined
in the agreement) or due to Mr. van Biene's death or disability, then Mr. van
Biene or his estate will be entitled to receive as severance, in addition to all
accrued salary, (i) salary continuation and continuation of coverage under our
group health plan for a period of six months if the termination occurs during
the first year of employment, a period of twelve months if the termination
occurs during the second year of employment or a period of eighteen months if
the termination occurs after the second year of employment, and (ii) twelve
months acceleration of vesting of all outstanding options. In connection with
the offer letter and as an inducement to employment, we previously granted Mr.
van Biene an option to purchase 325,000 shares of our common stock, which vests
over a period of three years. Upon a change of control of our company, 50% of
Mr. van Biene's then-outstanding unvested stock options shall vest and the
remaining unvested options shall vest in full if Mr. van Biene is terminated,
his position or base pay is reduced or he is required to relocate within twelve
months following the change of control.
On March 16, 2006, we entered into an employment offer letter with Lonnie
Schnell, pursuant to which Mr. Schnell serves as our Chief Financial Officer on
an "at-will" basis. Pursuant to this offer letter, Mr. Schnell will receive an
annual base salary of $185,000 and will be eligible to receive an annual
incentive bonus based upon our earnings before interest and taxes. In the event
that Mr. Schnell's employment is terminated by us without "cause" (as defined in
the agreement) or due to Mr. Schnell's death or disability, then Mr. Schnell or
his estate will be entitled to receive as severance, in addition to all accrued
salary, (i) salary continuation and continuation of coverage under our group
health plan for a period of six months and (ii) six months acceleration of
vesting of all outstanding options. In connection with the offer letter and as
an inducement to employment, we previously granted Mr. Schnell an option to
purchase 400,000 shares of our common stock, which vests over a period of four
years. Upon a change of control of our company, 50% of Mr. Schnell's
then-outstanding unvested stock options shall vest and the remaining unvested
options shall vest in full if Mr. Schnell is terminated, his position or base
pay is reduced or he is required to relocate within six months before or twelve
months following the change of control.
On March 16, 2006, we entered into an employment offer letter with Jonathan
Burstein, pursuant to which Mr. Burstein will continue to serve as our Executive
Vice President of Operations on an "at-will" basis. Pursuant to this offer
letter, Mr. Burstein will receive an annual base salary of $240,000 for 2006 and
of $300,000 beginning on January 1, 2007, and will be eligible to receive an
annual incentive bonus based upon our earnings before interest and taxes.
Additionally, on or before December 31, 2006, we agreed to pay to Mr. Burstein,
at our option, either: (i) $60,000 in cash or (ii) 162,162 shares of our common
stock and an option to purchase 162,162 shares of common stock with an exercise
price equal to the fair market value on the date of grant and which options
shall vest in full on December 31, 2006. In the event that Mr. Burstein's
employment is terminated by us without "cause" (as defined in the agreement) or
due to Mr. Burstein's death or disability, then Mr. Burstein or his estate will
be entitled to receive, in addition to all accrued salary, (i) severance
payments equal to eighteen months' base salary, payable in six monthly
installments, (ii) continuation of coverage under our group health plan for a
period of eighteen months and (iii) twelve months acceleration of vesting of all
outstanding options. In connection with the offer letter, we previously granted
Mr. Burstein an option to purchase 425,000 shares of our common stock, which
vests over a period of three years. Upon a change of control of our company, 50%
of Mr. Burstein's then-outstanding unvested stock options shall vest and the
remaining unvested options shall vest
8
in full if Mr. Burstein is terminated, his position or base pay is reduced or he
is required to relocate within twelve months following the change of control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
As of December 31, 2005, we were indebted to Monto Holdings Pty. Ltd. in the
aggregate amount of $60,919, plus accrued interest of $99,398. Kevin Bermeister,
a member of the compensation committee of our Board of Directors, holds an
equity interest in Monto Holdings Pty. Ltd. The loans from Monto Holdings Pty.
Ltd. are all evidenced by promissory notes and are due and payable on the
fifteenth day following the date on which the holder of the promissory note
makes written demand for payment.
No current executive officer of the Company has served as a member of the board
of directors or compensation committee of any entity for which a member of our
Board of Directors or Compensation Committee has served as an executive officer.
STOCK INCENTIVE PLAN.
The Company adopted the Tag-It Pacific, Inc. 1997 Stock Plan (the "1997 Plan")
in October 1997. The purpose of the 1997 Plan is to provide incentives and
rewards to selected eligible directors, officers, employees and consultants of
the Company or its subsidiaries in order to assist the Company and its
subsidiaries in attracting, retaining and motivating those persons by providing
for or increasing the proprietary interests of those persons in the Company, and
by associating their interests in the Company with those of the Company's
stockholders. Currently, the maximum number of shares of common stock that may
be issued pursuant to awards granted under the 1997 Plan is 2,577,500, subject
to certain adjustments to prevent dilution. Any shares of common stock subject
to an award which for any reason expires or terminates unexercised are again
available for issuance under the 1997 Plan.
The 1997 Plan authorizes its administrator to enter into any type of arrangement
with an eligible participant that, by its terms, involves or might involve the
issuance of (1) shares of common stock, (2) an option, warrant, convertible
security, stock appreciation right or similar right with an exercise or
conversion privilege at a price related to the common stock, or (3) any other
security or benefit with a value derived from the value of the common stock. Any
stock option granted may be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or a
nonqualified stock option. The 1997 Plan currently is administered by the
Compensation Committee of the Board of Directors of the Company. Subject to the
provisions of the 1997 Plan, the Compensation Committee will have full and final
authority to select the executives and other employees to whom awards will be
granted thereunder, to grant the awards and to determine the terms and
conditions of the awards and the number of shares to be issued pursuant thereto.
No participant may receive awards representing more than 25% of the aggregate
number of shares of common stock that may be issued pursuant to all awards under
the 1997 Plan.
As of December 31, 2005, 1,244,500 shares of common stock remained available for
grant of awards to eligible participants under the 1997 Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information as of December 31,
2005 regarding equity compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance:
9
NUMBER OF SECURITIES
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE REMAINING AVAILABLE
BE ISSUED UPON EXERCISE EXERCISE PRICE OF FOR FUTURE ISSUANCE
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, UNDER EQUITY
WARRANTS AND RIGHTS WARRANTS AND RIGHTS COMPENSATION PLANS
----------------------- -------------------- ---------------------
Equity compensation plans
approved by security holders..... 1,833,000 $3.46 1,244,500
Equity compensation plans not
approved by security holders..... 1,377,147 $4.36 -
----------------------- -------------------- ---------------------
Total......................... 3,210,147 $3.92 1,244,500
======================= ==================== =====================
Warrants issued pursuant to equity compensation plans not approved by
security holders are summarized as follows:
o 172,500 warrants issued for services in 2003, are exercisable
at $5.06 per share and expire in May 2008.
o 30,000 warrants issued for services in 2004, are exercisable
at $4.29 per share and expire in July 2007.
o 102,741 warrants issued in conjunction with a private
placement transaction in 2004, are exercisable at $3.65 per
share and expire in November 2009.
o 215,754 warrants issued for services in 2004, are exercisable
at $3.65 per share and expire in November 2009.
o 572,818 warrants issued for services in 2003, are exercisable
at $4.74 per share and expire in December 2008.
o 66,667 warrants issued in conjunction with private placement
transaction in 2001 and 2002, are exercisable at $4.34 per
share and expired in March 2006.
o 66,667 warrants issued in conjunction with private placement
transaction in 2001 and 2002, are exercisable at $4.73 per
share and expired in March 2006.
o 150,000 warrants issued in conjunction with private placement
transaction in 2001 and 2002, are exercisable at $3.50 per
share and expire at various date through February 2007.
Each of the above plans provides that the number of shares with respect
to which options and warrants may be granted, and the number of shares of Common
Stock subject to an outstanding option or warrant, shall be proportionately
adjusted in the event of a subdivision or consolidation of shares or the payment
of a stock dividend on Common Stock.
BENEFICIAL OWNERSHIP TABLE
The following table presents information regarding the beneficial ownership of
our common stock as of April 4, 2006:
o each person who is known to us to be the beneficial owner of
more than 5% of our outstanding common stock;
o each of our directors;
o each of our executive officers; and
o all of our directors and executive officers as a group
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that deem shares to be beneficially owned by
any person who has or shares voting or investment power with respect to such
shares. Shares of common stock under warrants or options currently exercisable
or exercisable within 60 days of the date of this information are deemed
outstanding for purposes of computing the percentage ownership of the person
holding such warrants or options but are not deemed outstanding for computing
the percentage ownership of any other person. As a result, the percentage of
outstanding shares of any person as shown in this table does not necessarily
reflect the person's actual ownership or voting power with respect to the number
of shares of common stock actually outstanding at April 4, 2006. Unless
otherwise indicated, the persons named in this table have sole voting and sole
investment power with respect to all shares shown as beneficially
10
owned, subject to community property laws where applicable. As of April 4, 2006,
we had 18,241,845 shares of common stock issued and outstanding.
The address of each person listed is in our care, at 21900 Burbank Boulevard,
Suite 270, Woodland Hills, California 91367, unless otherwise set forth below
such person's name.
NUMBER OF PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS
-------------------------------------------- ----------- --------
DIRECTORS:
Mark Dyne (1)............................... 1,252,112 6.7%
Colin Dyne (2).............................. 1,229,580 6.5%
Jonathan Burstein (3)....................... 313,788 1.7%
Kevin Bermeister (4)........................ 247,117 1.3%
Stephen P. Forte ........................... 170,652 *
Brent Cohen (5)............................. 95,000 *
Raymond Musci (6)........................... 30,000 *
Joseph M. Miller (6)........................ 30,000 *
Susan White (6) ............................ 30,000 *
Wouter van Biene............................ 1,000 *
Lonnie D. Schnell .......................... 0 --
Directors and executive officers as a group
(11 persons) (10) ........................ 3,399,249 17.2%
5% HOLDERS:
Todd Kay.................................... 1,003,500 5.5%
3151 East Washington Blvd.
Los Angeles, CA 90023
Harris Toibb(7)............................. 1,501,398 8.0%
307 21st Street
Santa Monica, CA 90402
The Pinnacle Fund, L.P. (8)(9).............. 1,095,890 5.7%
4965 Preston Park Blvd., Suite 240
Plano, Texas 75093
* Less than one percent.
(1) Includes 293,000 shares of common stock reserved for issuance upon
exercise of stock options which are currently exercisable, 83,334
shares of common stock reserved for issuance upon exercise of warrants
which are currently exercisable and 111,111 shares of common stock
reserved for issuance upon conversion of debt which is currently
convertible.
(2) Includes 535,000 shares of common stock reserved for issuance upon
exercise of stock options which are currently exercisable.
(3) Includes 175,000 shares of common stock reserved for issuance upon
exercise of stock options which are currently exercisable.
(4) Includes 90,000 shares of common stock reserved for issuance upon
exercise of stock options which are currently exercisable.
(5) Consists of 95,000 shares of common stock reserved for issuance upon
exercise of stock options which are currently exercisable.
(6) Consists of 30,000 shares of common stock reserved for issuance upon
the exercise of the stock options which are currently exercisable.
(7) Includes 333,332 shares of common stock reserved for issuance upon
exercise of warrants which are currently exercisable.
(8) Includes 1,095,890 shares of common stock reserved for issuance upon
conversion of convertible promissory notes which are currently
convertible.
(9) Pursuant to the terms of convertible promissory notes and warrants held
by The Pinnacle Fund, L.P., the maximum number of shares that may be
acquired by the stockholder upon any exercise of its warrant or
conversion of its promissory note is limited to the extent necessary to
ensure that, following such exercise, the total number of shares of
common stock then beneficially owned by the stockholder and its
affiliates and any
11
other persons whose beneficial ownership of common stock would be
aggregated with the selling stockholder for purposes of Section 13(d)
of the Exchange Act, does not exceed 9.99% of the total number of
issued and outstanding shares of our common stock then outstanding. The
shares of common stock and percentage ownership listed in this table do
not reflect these contractual limitations on such stockholders' ability
to acquire common shares upon exercise of its warrant or conversion of
its promissory note.
(10) Includes 1,278,000 shares of common stock reserved for issuance upon
exercise of stock options which currently are exercisable, 111,111
shares of common stock reserved for issuance upon conversion of debt
which is currently convertible and 83,334 shares of common stock
reserved for issuance upon exercise of warrants which currently are
exercisable.
The information as to shares beneficially owned has been individually furnished
by the respective directors, named executive officers, and other stockholders of
the company, or taken from documents filed with the Securities and Exchange
Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 2005, we entered into a consulting agreement with Forte Group, LLC, a
consulting company of which Mr. Forte is an owner and executive officer,
pursuant to which Mr. Forte provided business development services to us. During
2005, we have paid approximately $121,000 in consulting fees to the Forte Group
pursuant to this consulting agreement.
Todd Kay is a director and significant shareholder of Tarrant Apparel Group
("Tarrant"), and Mr. Kay holds more than 5% of our common stock. We had total
sales to Tarrant for the year ended December 31, 2005 of $574,000. As of
December 31, 2005, accounts receivable, related party included $560,000 due from
Tarrant.
Included in due from related parties at December 31, 2005 is $655,000 of
unsecured notes, advances and accrued interest receivable from Colin Dyne, a
director, significant stockholder and former officer. The notes and advances
bear interest at 0%, 8.5% and prime and, together with accrued interest, are due
on demand.
Demand notes payable to related parties at December 31, 2005 included $580,000
in notes and advances from Mark Dyne, a director of the Company. In addition, as
of December 31, 2005, we were indebted to Monto Holdings Pty. Ltd. in the
approximate amount of $60,900, plus accrued interest of approximately $99,400.
Mark Dyne, our Chairman, holds a significant equity interest in Monto Holdings
Pty. Ltd. Kevin Bermeister, a member of the compensation committee of our Board
of Directors, holds an equity interest in Monto Holdings Pty. Ltd. The loans
from Monto Holdings Pty. Ltd. are all evidenced by promissory notes and are due
and payable on the fifteenth day following the date on which the holder of the
promissory note makes written demand for payment. As of December 31, 2005, we
were also indebted to Harold Dyne estate in the approximate amount of $24,200.
We paid consulting fees paid to Diversified Investments, a company owned by
Audrey Dyne, mother of Colin Dyne and Mark Dyne, amounted to $150,000 in the
year ended December 31, 2005.
We paid $24,000 in consulting fees for services provided by Brent Cohen, a
director; and $21,000 in fees paid to Ray Musci, a director. These consulting
fees were compensation for additional board activities during the year ended
December 31, 2005.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
SERVICES PROVIDED BY THE INDEPENDENT AUDITORS.
The audit committee of our Board of Directors is responsible for the
appointment, compensation, retention and oversight of the work of the
independent auditors.
On December 16, 2005, we engaged Singer Lewak Greenbaum & Goldstein LLP ("SLGG")
as our independent registered public
12
accounting firm. BDO Seidman, LLP ("BDO"), served as our principal independent
public accounting firm for the year ended December 31, 2004. BDO resigned as the
Company's independent public accounting firm on November 22, 2005 upon its
completed review of information to be included in our Form 10-Q for the quarter
ended September 30, 2005.
AUDIT FEES - The aggregate fees billed by our independent registered accounting
firms for professional services rendered for the audit of our annual financial
statements and review of our financial statements included in our Forms 10-Q or
services that are normally provided in connection with statutory and regulatory
filings, were $181,200 for fiscal year 2004 and $506,600 for fiscal year 2005.
AUDIT-RELATED FEES - The aggregate fees billed by our independent registered
accounting firms for professional services rendered for assurance and related
services reasonably related to the performance of the audit or review of our
financial statements (other than those reported above) was $5,000 for fiscal
year 2004 and none for fiscal year 2005.
TAX FEES - The aggregate fees billed by our independent registered accounting
firms for professional services rendered for tax compliance, tax advice and tax
planning were $43,100 and $900 for fiscal years 2004 and 2005, respectively.
ALL OTHER FEES - There were no fees billed by our independent registered
accounting firms for services rendered to the Company other than the services
described above under "Audit Fees," "Audit-Related Fees" and "Tax Fees."
The audit committee approved all of the foregoing services provided by BDO and
SLGG.
POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY THE INDEPENDENT AUDITORS.
The audit committee has established a general policy requiring it's pre-approval
of all audit services and permissible non-audit services provided by the
independent auditors, along with the associated fees for those services. For
both types of pre-approval, the audit committee considers whether the provision
of a non-audit service is consistent with the SEC's rules on auditor
independence, including whether provision of the service (i) would create a
mutual or conflicting interest between the independent auditors and the Company,
(ii) would place the independent auditors in the position of auditing its own
work, (iii) would result in the independent auditors acting in the role of
management or as an employee of the Company, or (iv) would place the independent
auditors in a position of acting as an advocate for the Company. Additionally,
the audit committee considers whether the independent auditors are best
positioned and qualified to provide the most effective and efficient service,
based on factors such as the independent auditors' familiarity with our
business, personnel, systems or risk profile and whether provision of the
service by the independent auditors would enhance our ability to manage or
control risk or improve audit quality or would otherwise be beneficial to us.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) FINANCIAL STATEMENTS AND SCHEDULES. (Previously filed with the
Original Filing.)
(b) Exhibits:
See Exhibit Index attached to this Annual Report on Form
10-K/A.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TAG-IT PACIFIC, INC.
/S/ LONNIE D. SCHNELL
--------------------------------
By: Lonnie D. Schnell
Its: Chief Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 April 28, 2006
---------------------------- of Directors
Mark Dyne
* Chief Executive Officer April 28, 2006
---------------------------- (Principal Executive
Stephen P. Forte Officer)and Director
/S/ LONNIE D. SCHNELL Chief Financial Officer April 28, 2006
---------------------------- (Principal Accounting and
Lonnie D. Schnell Financial Officer)
* Director April 28, 2006
----------------------------
Kevin Bermeister
* Director April 28, 2006
----------------------------
Colin Dyne
* Director, Vice President April 28, 2006
---------------------------- of Operations and Secretary
Jonathan Burstein
* Director April 28, 2006
----------------------------
Brent Cohen
* Director April 28, 2006
----------------------------
Susan White
* Director April 28, 2006
----------------------------
Raymond Musci
* Director April 28, 2006
----------------------------
Joseph Miller
* By: /S/ LONNIE D. SCHNELL
-----------------------------------
Lonnie D. Schnell, Attorney-in-fact
14
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
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 Series A 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.
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 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.
10.3 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.
10.4 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.
10.5 Promissory Note, dated February 29, 1996, provided by A.G.S.
Stationary, Inc. to Monto Holdings Pty. Ltd. Incorporated by
reference to Exhibit 10.25 of Form SB-2 filed on October 21,
1997, and the amendments thereto.
10.6 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.
10.7 Registrant's 1997 Stock Incentive Plan, as amended. (2)
Incorporated by reference to Exhibit 10.1 to Form 10-Q filed on
August 16, 2004.
EX-1
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.8 Form of Non-statutory Stock Option Agreement. (2) Incorporated by
reference to Exhibit 10.30 to Form SB-2 filed on October 21,
1997, and the amendments thereto.
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 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.
10.16 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.
10.17 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.
10.18 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.
10.19 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.
10.20 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.
10.21 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.
EX-2
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.22 Form of Stockholders Agreements dated December 28, 2001.
Incorporated by reference to Exhibit 99.3 to Form 8-K filed on
January 23, 2002.
10.23 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.
10.24 Exclusive Supply Agreement dated July 12, 2002, among Tag-It
Pacific, Inc. and Levi Strauss & Co. (1) Incorporated by
reference to Exhibit 10.68 to Form 10-Q filed on November 15,
2002.
10.24.1 Amendment to Exclusive Supply Agreement, dated July 12, 2002,
between Tag-It Pacific, Inc. and Levi Strauss & Co. (1)
Incorporated by reference to Exhibit 10.70 to Form 10-K filed on
March 28, 2003.
10.24.2 Amendment, dated June 29, 2004, to Exclusive Supply Agreement,
dated July 12, 2002, between Tag-It Pacific, Inc. and Levi
Strauss & Co.
10.25 Intellectual Property Rights Agreement, dated April 2, 2002,
between the Company and Pro-Fit Holdings, Ltd. (1) Incorporated
by reference to Exhibit 10.69 to Form 10-K/A filed on October 1,
2003.
10.26 Common Stock Purchase Warrant dated December 18, 2003 between the
Company and Sanders Morris Harris Inc. Incorporated by reference
to Exhibit 99.4 to Form 8-K filed on December 22, 2003.
10.27 Form of Subscription Agreement, dated as of November 9, 2004,
between the Company and the Purchaser identified therein.
Incorporated by reference to Exhibit 10.1 to Form S-3 filed on
December 9, 2004.
10.28 Form of Secured Convertible Promissory Note, dated as of November
9, 2004. Incorporated by reference to Exhibit 10.2 to Form S-3
filed on December 9, 2004.
10.29 Form of Common Stock Purchase Warrant, dated as of November 9,
2004. Incorporated by reference to Exhibit 10.3 to Form S-3 filed
on December 9, 2004.
10.30 Trademark Security Agreement, dated as of November 9, 2004, among
the Registrant and the Secured Parties identified on the
signature page thereto. Incorporated by reference to Exhibit 10.4
to Form S-3 filed on December 9, 2004.
10.31 Registration Rights Agreement, dated as of November 9, 2004,
among the Registrant, Sanders Morris Harris Inc. and the
Purchasers identified therein. Incorporated by reference to
Exhibit 10.5 to Form S-3 filed on December 9, 2004.
10.32 Placement Agent Agreement, dated as of November 9, 2004, between
the Registrant and Sanders Morris Harris Inc. Incorporated by
reference to Exhibit 10.6 to Form S-3 filed on December 9, 2004.
10.33 Common Stock Purchase Warrant dated as of November 9, 2004,
issued by the Registrant in favor of Sanders Morris Harris Inc.
Incorporated by reference to Exhibit 10.7 to Form S-3 filed on
December 9, 2004.
EX-3
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
14.1 Code of Ethics. Incorporated by reference to Exhibit 14.1 to Form
10-K filed on March 30, 2004.
21.1 Subsidiaries. Incorporated by reference to Exhibit 14.1 to Form
10-K filed on March 30, 2004.
23.1 Consent of Singer Lewak Greembaum & Goldstein LLP. (3)
23.2 Consent of BDO Seidman, LLP. (3)
24.1 Power of Attorney (included on signature page). (3)
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.
(1) 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 406 of the General
Rules and Regulations under the Securities Act of 1933, as amended.
(2) Indicates a management contract or compensatory plan.
(3) Previously filed with the Original Filing.
EX-4