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 (I.R.S. Employer Identification No.)
of Incorporation or Organization)
21900 BURBANK BOULEVARD, SUITE 270
WOODLAND HILLS, CALIFORNIA 91367
(Address of Principal Executive Offices) (Zip Code)
TAG-IT PACIFIC, INC.
1997 STOCK PLAN
(Full Title of the Plan)
MARK DYNE, CHAIRMAN OF THE BOARD
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:
MURRAY MARKILES, ESQ.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
2029 Century Park East
Los Angeles, California 90067
(310) 229-1000
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
------------------------------------------------------------------------------------------------------------------
Common Stock, 300,000 Shares (1) $3.80 (2) $1,140,000 (2) $285
$0.001 par value
==================================================================================================================
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such additional shares of the Common Stock as may become issuable pursuant
to the anti-dilution provisions of the Company's 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 July 27, 2001.
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF ADDITIONAL
SECURITIES"), THE COMPANY HEREBY MAKES THE FOLLOWING STATEMENT:
On April 16, 1998, the Company 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 the Common Stock to
be issued pursuant to the Tag-It Pacific, Inc. 1997 Stock Plan (the "Plan"), and
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 Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
Page 2
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 Los Angeles, State of California, on this 13th day
of July 2001.
TAG-IT PACIFIC, INC.
(Registrant)
By: /S/ RONDA SALLMEN
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Ronda Sallmen
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Colin
Dyne, as his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and his 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 Directors July 13, 2001
---------------------------
Mark Dyne
/S/ COLIN DYNE Chief Executive Officer, President and July 13, 2001
--------------------------- Director
Colin Dyne
/S/ RONDA SALLMEN Chief Financial Officer July 13, 2001
---------------------------
Ronda Sallmen
/S/ KEVIN BERMEISTER Director July 13, 2001
---------------------------
Kevin Bermeister
/S/ BRENT COHEN Director July 13, 2001
---------------------------
Brent Cohen
/S/ MICHAEL KATZ Director July 13, 2001
---------------------------
Michael Katz
/S/ JONATHAN BURSTEIN Director July 13, 2001
---------------------------
Jonathan Burstein
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).