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 Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered (1) Per Share (2) Price Registration Fee
------------------- -------------- ------------------ ------------------- -----------------
Common Stock 500,000 $ 3.15 $ 1,575,000 $ 200
===============================================================================================
(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 11, 2004.
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), and on October 21, 2003, the Registrant filed with
the Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-109854) (together, the "Prior Registration Statements")
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 Statements
are currently effective. This Registration Statement relates to securities (a)
of the same class as those to which the Prior Registration Statements relate and
(b) to be issued pursuant to the Plan. The contents of the Prior Registration
Statements 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).
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 13th day
of October, 2004.
TAG-IT PACIFIC, INC.
(Registrant)
By: /s/ Ronda Ferguson
-----------------------------
Ronda Ferguson
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Colin
Dyne and Ronda Ferguson, 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
--------- ----- ----
Chairman of the Board of Directors
----------------------
Mark Dyne
/s/ Colin Dyne Chief Executive Officer and Director October 13, 2004
----------------------
Colin Dyne
/s/ Ronda Ferguson Chief Financial Officer (Principal Financial October 13, 2004
----------------------
Ronda Ferguson and Accounting Officer)
Director
----------------------
Kevin Bermeister
/s/ Michael Katz Director October 13, 2004
----------------------
Michael Katz
/s/ Jonathan Burstein Director and Vice President of Operations October 13, 2004
----------------------
Jonathan Burstein
/s/ Brent Cohen Director October 13, 2004
----------------------
Brent Cohen
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).