SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TAG-IT PACIFIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
95-4654481
(I.R.S. Employer Identification No.)
3820 SOUTH HILL STREET
LOS ANGELES, CALIFORNIA 90037
(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
TAG-IT PACIFIC, INC.
3820 SOUTH HILL STREET
LOS ANGELES, CALIFORNIA 90037
(Name and Address of Agent for Service)
(213) 234-9606
(Telephone Number, Including Area Code, of Agent for Service)
-------------
Copies to:
MURRAY MARKILES, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Be Offering Aggregate Amount of
to Be Registered Registered Price Per Offering Registration
Share(1) Price(1) Fee
- -----------------------------------------------------------------------------
Common Stock 562,500 Shares $3.50 $1,968,750 $581
=============================================================================
(1) 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 9, 1998.
</TABLE>
</PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) Registrant's prospectus dated January 23, 1998 filed with the
Securities and Exchange Commission on January 27, 1998 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended.
(b) Pages 47 through 49 from Registrant's Amendment No. 4 to
Registration Statement on Form SB-2, File No. 333-38397, containing
the discussion set forth under the caption "Description of Capital
Stock."
(c) Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 3, 1998, reporting under Item 8
thereof the change in the Registrant's fiscal year end.
(d) Registrant's Transition Report on Form 10-QSB for the four month
period ended December 31, 1997, filed with the Securities and
Exchange Commission on March 27, 1998.
(e) All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation and its Bylaws provide for
the indemnification by the Registrant of each director, officer and employee
of the Registrant to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended. Section 145
of the Delaware General Corporation
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Law provides in relevant part that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Delaware Court of Chancery or such
other court shall deem proper. Delaware law further provides that nothing in
the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
The Registrant's Certificate of Incorporation provides that a director
of the Registrant shall not be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director. Section
102(b)(7) of the Delaware General Corporation Law provides that a provision
so limiting the personal liability of a director shall not eliminate or limit
the liability of a director for, among other things: breach of the duty of
loyalty; acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law; unlawful payment of dividends;
and transactions from which the director derived an improper personal
benefit.
The Registrant has entered into separate but identical indemnity
agreements (the "Indemnity Agreements") with each director of the Registrant
and certain officers of the Registrant (the "Indemnitees"). Pursuant to the
terms and conditions of the Indemnity Agreements, the Registrant indemnified
each Indemnitee against any amounts which he or she becomes legally obligated
to pay in connection with any claim against him or her based upon any action
or inaction which he or she may commit, omit or suffer while acting in his or
her capacity as a director and/or officer of the Registrant or its
subsidiaries, provided, however, that Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal action, had no
reasonable cause to believe Indemnitee's Conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 Tag-It Pacific, Inc. 1997 Stock Plan - incorporated by reference to
Exhibit 10.29 of Registrant's Registration Statement on Form SB-2
dated October 21, 1997, File No. 333-38397, as amended.
4.2 Form of Registrant's Stock Option Agreement (Non-Statutory Stock
Option) - incorporated by reference to Exhibit 10.30 of
Registrant's Registration Statement on Form SB-2 dated October 21,
1997, File No. 333-38397, as amended.
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP regarding validity
of securities.
23.1 Consent of Troop Meisinger Steuber & Pasich, LLP (included in
Exhibit 5.1).
23.2 Consent of BDO Seidman, LLP.
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by the director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
Registrant
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will, unless in the opinion of the counsel the matter has been settled by
controlling precedent, submit to the appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 April, 1998.
TAG-IT PACIFIC, INC.
(Registrant)
By: /s/ Francis Shinsato
--------------------------------
FRANCIS SHINSATO, CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Colin Dyne and Francis Shinsato, and each of them, as his true and lawful
attorneys-in-fact and agents 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 the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-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, 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 April 13, 1998
Mark Dyne
/s/ Colin Dyne
- ----------------------------
Colin Dyne Chief Executive Officer April 13, 1998
and Director
/s/ Harold Dyne
- ----------------------------
Harold Dyne President and Director April 13, 1998
/s/ Francis Shinsato Chief Financial Officer
- ---------------------------- (Principal Financial April 13, 1998
Francis Shinsato Officer)
/s/ Diana Maranon
- ----------------------------
Diana Maranon Director April 13, 1998
/s/ Brent Cohen
- ----------------------------
Brent Cohen Director April 13, 1998
/s/ Michael Katz
- ----------------------------
Michael Katz Director April 13, 1998
/s/ Paul Markiles
- ----------------------------
Paul Markiles Director April 13, 1998
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
4.1 Tag-It Pacific, Inc. 1997 Stock Plan - incorporated by
reference to Exhibit 10.29 of Registrant's Registration
Statement on Form SB-2 dated October 21, 1997, File No.
333-38397, as amended.
4.2 Form of Registrant's Stock Option Agreement (Non-Statutory
Stock Option) - incorporated by reference to Exhibit 10.30
of Registrant's Registration Statement on Form SB-2 dated
October 21, 1997, File No. 333-38397, as amended.
5.1 Opinion of Troop Meisinger Steuber & Pasich LLP regarding
validity of securities.
23.1 Consent of Troop Meisinger Steuber & Pasich (included in
Exhibit 5.1).
23.2 Consent of BDO Seidman, LLP.
24.1 Power of Attorney (included as part of the Signature
Page of this Registration Statement).
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[LETTERHEAD OF TROOP MEISINGER STEUBER & PASICH, LLP]
Tag-It Pacific, Inc.
3820 South Hill Street
Los Angeles, CA 90037
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to which this letter is attached as
Exhibit 5.1 filed by Tag-It Pacific, Inc., a Delaware corporation (the
"Company"), in order to register under the Securities Act of 1933, as amended
(the "Act"), 562,500 shares of Common Stock (the "Shares"), of the Company
issuable pursuant to the Company's 1997 Stock Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the
Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus
constituting a part thereof.
Respectfully submitted,
/s/ TROOP MEISINGER STEUBER & PASICH, LLP
TROOP MEISINGER STEUBER & PASICH, LLP
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
Tag-It Pacific, Inc.
Los Angeles, California
We hereby consent to the use in the Company's Registration Statements on
Form S-8 of our report dated October 17, 1997, relating to the audit of
the consolidated financial statements of Tag-It Pacific, Inc., which are
contained in and incorporated by reference to the Prospectus dated
January 23, 1998 filed with the Securities and Exchange Commission on
January 27, 1998, for the year ended August 31, 1997.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Los Angeles, California
April 15, 1998
