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 (I.R.S. Employer
of 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)
LONNIE D. SCHNELL
CHIEF FINANCIAL 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
15260 VENTURA BOULEVARD, 20TH FLOOR
SHERMAN OAKS, CA 91403
CALCULATION OF REGISTRATION FEE
=================== ================ ================== ================ ================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Amount Of
To Be Registered Registered (1) Per Share (2) Offering Price Registration Fee
------------------- ---------------- ------------------ ---------------- ----------------
Common Stock....... 2,922,500 $1.275 $3,726,188 $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 April 5, 2007.
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), on October 21, 2003, the Registrant filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-109854) and on October 13, 2004, the Registrant filed with
the Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-119712) (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 Singer Lewak Greenbaum & Goldstein LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 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).
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 12th
day of April, 2007.
TAG-IT PACIFIC, INC.
(Registrant)
By: /s/ Stephen P. Forte
-------------------------------------
Stephen P. Forte
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stephen P. Forte and Lonnie D. Schnell, 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/ Stephen P. Forte Chief Executive Officer April 12, 2007
------------------------- (Principal executive Officer)
Stephen P. Forte and Director
/s/ Lonnie D. Schnell Chief Financial Officer April 12, 2007
------------------------- (Principal Financial and
Lonnie D. Schnell Accounting Officer)
/s/ Mark Dyne Chairman of the April 12, 2007
------------------------- Board of Directors
Mark Dyne
/s/ Colin Dyne Vice Chairman of the April 12, 2007
------------------------- Board of Directors
Colin Dyne
/s/ Jonathan Burstein Director April 12, 2007
-------------------------
Jonathan Burstein
Director April 12, 2007
-------------------------
Brent Cohen
/s/ Joseph Miller Director April 12, 2007
-------------------------
Joseph Miller
/s/ Susan White Director April 12, 2007
-------------------------
Susan White
/s/ Raymond Musci Director April 12, 2007
-------------------------
Raymond Musci
/s/ William Sweedler Director April 12, 2007
-------------------------
William Sweedler
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
------- -----------------------------------------------------------------------
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 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).
4