TAG IT PACIFIC INC
8-K, 1998-10-29
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                -----------------

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): October 16, 1998


                              TAG-IT PACIFIC, INC.
               (Exact Name of Registrant as Specified in Charter)


     Delaware                     1-13669                         95-4654481
(State or Other Jurisdiction    (Commission                     (IRS Employer
of Incorporation)                File Number)                Identification No.)


                             3820 South Hill Street
                          Los Angeles, California 90037
                    (Address of Principal Executive Offices)

                                 (213) 234-9606
                         (Registrant's Telephone Number)


<PAGE>



ITEM 5.  OTHER EVENTS

         Reference is made to the two press  releases of  Registrant,  issued on
October 19, 1998 and October 27, 1998,  respectively,  which contain information
meeting the  requirements of this Item 5, and which are  incorporated  herein by
this reference.  Copies of these press releases are attached to this Form 8-K as
Exhibits 99.1 and 99.2, respectively.



<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


October 28, 1998                            TAG-IT PACIFIC, INC.



                                            By:   /s/ Francis Shinsato
                                                  ------------------------------
                                                  Francis Shinsato
                                                  Chief Financial Officer




<PAGE>




                                  EXHIBIT INDEX

Exhibits                                                             Page Number

99.1              Press Release dated October 19, 1998.                        5

99.2              Press Release dated October 27, 1998.                        6

99.3              Binding Letter of Understanding, dated October 14, 1998.     8

99.4              Side Letter Agreement, dated October 14, 1998.              13





                                                                    Exhibit 99.1

NEWS BULLETIN                                      RE:    Tag-It Pacific, Inc.
                                                          3820 South Hill Street
                                                          Los Angeles, CA 90037
For further information:                                  234-9606
                                                          TRADED: AMEX:TAG
AT THE COMPANY:
Investor Relations Department
(213) 234-9606 Ext. 185
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
OCTOBER 19, 1998

                       TAG-IT PACIFIC, INC. CLOSES SALE OF
                      2,390,000 SHARES OF ITS COMMON STOCK

LOS ANGELES,  Calif.--  (BUSINESS  WIRE) -- October 19, 1998 -- Tag-It  Pacific,
Inc.  (AMEX:  TAG), one of the world' leading  single-source  providers of brand
identity  programs to the fashion driven apparel and licensed  consumer  product
industries, today announced that it sold 2,390,000 shares of its Common Stock to
a strategic investor for an aggregate price of $2,688,750 (or $1.125 per share).
Because  of a  confidentiality  agreement,  Tag-It  Pacific  is  prevented  from
disclosing more detailed information at this time. Further information regarding
this investment will be provided within the next ten days.

Tag-It Pacific is a single-source  provider of complete brand identity  programs
to  manufacturers  of fashion  driven  apparel  and  licensed  consumer  product
industries.  The Company  designs and  produces  high quality  paper,  metal and
injection  molded boxes,  woven and leather labels,  paper hanging and bar coded
tags,  metal jean buttons,  custom  shopping  bags.  Tag-It Pacific also designs
and/or  manufactures  products  for a variety of major brand and  private  label
oriented  companies  including  Guess?,  Calvin  Klein,  Tommy  Hilfiger,   Sony
Signatures, Warner Bros. and Carol Little, among others.

                                      # # #




                                                                    Exhibit 99.2

NEWS ANNOUNCEMENT


FOR IMMEDIATE RELEASE

                       KG INVESTMENT PURCHASES 37 PERCENT
                         EQUITY STAKE IN TAG-IT PACIFIC

LOS ANGELES, CA - OCTOBER 27, 1998 - Tag-It Pacific, Inc. (AMEX:TAG), one of the
world's  leading  single-source  providers  of brand  identity  programs  to the
apparel and licensed  consumer  product  industries,  today provided details and
identified  the  investment  company  that  recently  completed  a $2.7  million
investment in Tag-It Pacific.

KG Investment,  LLC, a Los Angeles-based  private investment company,  purchased
2.39 million  restricted  shares of Tag-It Pacific Common Stock for an aggregate
price of $2,688,750.

KG  Investment is owned by Gerard Guez and Todd Kay.  Messrs.  Guez and Kay have
over 35 years of combined  experience  in the apparel  industry  where they have
developed  substantial  expertise in the private label casual apparel  business,
having  developed  strong  relationships  with many  specialty  retail  and mass
merchandise store chains.

Colin Dyne, Chief Executive Officer of Tag-It Pacific,  commented:  "We share KG
Investment's  enthusiasm for the potential of Tag-It's strategic growth plan. It
is gratifying to welcome industry leaders of their experience and accomplishment
as major long-term shareholders of the Company."

The investment amounts to an approximate 37% equity stake in Tag-It Pacific, and
the shares purchased by KG Investment,  LLC are restricted securities as defined
by Rule 144 under the Securities Act of 1933. KG Investment has also agreed that
it will not seek to dispose of its shares prior to October 16,  2000,  except to
certain affiliated parties,  without prior written consent of Tag-It Pacific. KG
Investment has also agreed to certain  additional  restrictions  on the transfer
and  voting  of  the  shares  it  purchased  and  has  been  granted   piggyback
registration rights.

Tag-It Pacific is a single-source  provider of complete brand identity  programs
to the fashion  driven  apparel,  private  label  apparel and licensed  consumer
product  industries.  The Company designs and produces high quality paper, metal
and injection  molded  boxes,  woven and leather  labels,  paper hanging and bar
coded tags,  metal jeans buttons and custom shopping bags.  Companies and brands
utilizing Tag-It designed and/or  manufactured  products include Guess?,  Calvin
Klein,  Tommy Hilfiger,  Sony Signatures,  Warner Bros. and Carol Little,  among
others.

This news release  contains  forward-looking  statements  and opinions of Tag-It
Pacific's  management.  Neither  Gerard Guez,  Todd Kay nor any of the companies
with which they are  affiliated  have any  contractual  obligation  to engage in
business with, or develop  business for,  Tag-It  Pacific.  All  forward-looking
statements and opinions are necessarily  speculative and readers are advised not
to place undue  reliance on any such  forward-looking  statements  or  opinions,
which speak only as of the date made.  Actual results could vary materially from
those anticipated for a variety of reasons,  including,  without limitation, the
risk factors set forth in the  Company's  quarterly  report on Form 10-Q for the
quarter  ended June 30, 1998,  which readers are advised to review in connection
with this news release.

                                      # # #


CONTACT:
David C. Collins
Jaffoni & Collins
212/835-8500, [email protected]




                                                                    Exhibit 99.3

                                 TAG-IT PACIFIC


October 14, 1998

Gerard Guez

          RE:  Binding Letter of Understanding

Dear Gerard:

         This letter sets forth the agreement by you to invest in Tag-It 
Pacific, Inc. (the "Company").

         Gerard  Guez,  or if this  agreement  is  assigned  to and agreed to in
writing by Todd Kay and/or Tarrant  Apparel Group,  Tarrant Apparel Group and/or
Todd Kay,  as  applicable  (in any case,  the  "Investor"),  agrees to  purchase
2,390,000 newly issued shares of the Company's common stock at a per share price
of $1 1/8.  The closing of the purchase of the shares  hereunder  shall occur on
October 16, 1998. Both parties agree to make no public disclosures regarding the
transaction  documented by this agreement prior to October 23, 1998, except that
the Company can issue a press release  disclosing  the number of shares sold and
the sales price. The Investor agrees that:

     1.   Prior  to the  termination  of the  Non-Transfer  Period  (as  defined
          below), the Investor shall not be permitted to sell or transfer any of
          its shares, except for bona fide pledges as security for indebtedness,
          unless  the  transfer  (i) is  approved  by the  Company  in its  sole
          discretion,  (ii) is to the  Company,  (iii) is to any  trust or other
          entity  controlled by the Investor for personal tax or estate  reasons
          and the transferee  agrees in writing to be bound by each of the terms
          of this  Agreement  and  that  certain  letter  agreement  (the  "Side
          Agreement")  of even date  herewith  among the Dyne  Shareholders  (as
          defined  below)  and  the  Investor  to the  same  extent  as if  such
          transferee were the "Investor" hereunder,  (iv) to a limited liability
          company which is and at all times remains  wholly owned  (beneficially
          and of record) and controlled by Gerard Guez, Todd Kay and the Tarrant
          Apparel  Group and which  agrees in writing to be bound by each of the
          terms of this  Agreement and the Side  Agreement to the same extent as
          if such  transferee were the "Investor"  hereunder,  or (v) to Tarrant
          Apparel Group,  provided Tarrant Apparel Group agrees in writing to be
          bound by each of the terms of this Agreement and the Side Agreement to
          the same extent as if such transferee  were the "Investor"  hereunder.
          Any  approvals  granted by the Board shall be in its sole and absolute
          discretion. The "Non-Transfer Period" is defined as two years from the
          date of acquisition of the Company shares pursuant to this agreement.

     2.   Following the Non-Transfer  Period,  the Investor may sell or transfer
          any of such shares  provided  that any such sale (i) is in  accordance
          with the volume restrictions set forth in Rule 144, or (ii) is part of
          a secondary  offering  initiated by the  Company,  or (iii) is a block
          sale in a bona fide private  transaction to a third party financial or
          strategic investor.  To the extent that a block sale or any other sale
          not contemplated by the preceding clauses (i) or (ii) is executed, the
          Company  shall have the right of first  refusal,  which  right will be
          assignable,  to purchase  such  shares upon the same (or  economically
          equivalent)  terms and  conditions  as are set  forth in the  proposed
          block sale.

     3.   During the Non-Transfer  Period,  the Investor shall agree to not vote
          in favor of any merger, asset sale or other extraordinary  transaction
          involving  the  Company,  if such  transaction  is not approved by the
          majority of the Board of Directors;  provided,  however,  in the event
          that the price to be paid per share pursuant to such transaction is at
          least  $8.00 per share,  the  Investor  shall not be  prohibited  from
          voting  in  favor  of such  transaction.  The  value  of any  non-cash
          consideration shall be determined by the Board, with the advice of its
          outside investment banker.

     4.   During the Non-Transfer Period,  neither the Investor,  nor any person
          or  entity  affiliated  with  or  controlled  by the  Investor,  shall
          purchase any additional shares of the Company's common stock,  without
          the Company's consent,  in its sole and absolute discretion (except as
          provided in the Side Agreement). The Company will prior to the closing
          procure from the Dyne  Shareholders  (Harold  Dyne,  Colin Dyne,  Mark
          Dyne,  Larry Dyne and Jonathan  Burstein) an agreement that during the
          Non-Transfer Period, none of the Dyne Shareholders,  nor any person or
          entity affiliated with or controlled by the Dyne  Shareholders,  shall
          purchase any  additional  shares of Company  common stock,  other than
          from each other or the Company,  without the Investors consent, in its
          sole  and  absolute   discretion  (except  as  provided  in  the  Side
          Agreement).

     5.   Of the shares purchased hereunder by Investor, 386,778 of such shares,
          as  adjusted  for stock  splits,  stock  dividends  and other  similar
          transactions,  shall be referred to herein as the "Neutral Shares." So
          long as the Dyne  Shareholders  hold more than 1,000,000 shares of the
          Company's  common stock, the Neutral Shares shall be voted in the same
          proportion as all other outstanding shares of the Company are voted on
          all matters presented to the Company's shareholders. A legend shall be
          placed  on the  certificate(s)  representing  the  Neutral  Shares  to
          reflect these  restrictions  and Investor  agrees to cause any and all
          transferee  to sign an agreement  to be subject to such  restrictions.
          The number of Neutral  Shares  shall be reduced  share by share by any
          shares of Company common stock purchased by the Dyne Shareholders from
          the Company.  The specific shares that will cease to be Neutral Shares
          shall be designated by the Investor.

     6.   During the Non-Transfer  Period,  the Investor shall have the right to
          vote its shares, other than the Neutral Shares, in accordance with its
          own  objectives;  provided,  that neither the Investor,  nor an entity
          affiliated  with or  controlled  by the  Investor,  shall  promote  or
          initiate,  or encourage another party to promote or initiate,  a proxy
          solicitation  or vote contest in opposition  to the  management or the
          Board  of  the  Company,  nor  shall  the  Investor,  nor  any  entity
          affiliated with or controlled by the Investor, solicit proxies against
          the management or the Board of the Company.

     7.   The   Investor   agrees  that  until  after  the  Annual   Meeting  of
          Stockholders  of the Company held in 2000, the Investor shall vote its
          shares in the same  proportion as all other  outstanding  shares voted
          with respect to the  election of  directors by the Company;  provided,
          however,  that,  except  as set forth  above,  the  Investor  shall be
          entitled  to cast its votes with  respect  to  shares,  other than the
          Neutral Shares, on other matters raised before the shareholders in its
          sole and absolute discretion.  Notwithstanding the foregoing, Investor
          agrees to vote its  shares to approve  any  amendment  increasing  the
          number of shares of Company  common stock  reserved for issuance under
          the Company's stock incentive plan, up to a maximum 900,000 shares, as
          adjusted  for  stock  splits,   stock   dividends  and  other  similar
          transactions.

     8.   Until after the Annual Meeting of  Stockholders of the Company held in
          2000, the Investor  agrees not to nominate,  or cause to be nominated,
          any directors for election at any annual meeting.

     9.   The Investor shall be granted piggyback  registration  rights in order
          to sell  shares  through a  secondary  offering  pari passu with those
          rights granted to the Dyne  Shareholders.  The Investor shall have the
          right to sell the same  proportion of Company shares held by it as any
          shares   being  sold  by  the  Dyne   Shareholders,   subject  to  any
          restrictions  imposed on each of these  groups by the  underwriter  as
          well as general market conditions.  All expenses incurred in effecting
          any such registration, including, without limitation, all registration
          and filing fees,  printing expenses,  expenses of compliance with Blue
          Sky laws,  fees and  disbursements  of counsel  for the  Company,  and
          expenses of any audits  incidental to or required by such registration
          shall be borne by the Company;  provided,  however,  that the Investor
          shall bear its own legal expenses (if it retains separate counsel) and
          all underwriting  discounts or brokerage fees or commissions  relating
          to the sale of its shares pursuant to such registration.

     10.  The  Company's  shareholder  rights  plan will be amended to allow the
          Investor to acquire the shares purchased  hereunder without triggering
          such plan.

     11.  The parties intend that the principal terms and conditions will be set
          forth  in a  definitive  agreement  which  shall  be  executed  by all
          parties, however if a definitive purchase and shareholder agreement is
          not  executed  prior to the  closing  date,  this  Agreement  shall be
          binding. The shares issuable hereunder shall be restricted  securities
          under  the  Securities  Act of 1933,  as  amended,  and  will  contain
          appropriate securities legends and legends referencing this agreement.
          The Investor represents that it is an accredited investor as that term
          is defined by Rule 501 under the  Securities  Act of 1933, as amended.
          The  Investor  will  make  no  public   announcement  of  the  matters
          contemplated  hereby  until such time as the  Investor  is required to
          make such disclosure under Section 13 or 16 of the Securities Exchange
          Act of 1934, as amended.  The Company represents and warrants that its
          Annual  Report  on Form 10-K for the year  ended  December  31,  1997,
          Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 1998
          and June 30, 1998, and Proxy  Statement for the 1998 Annual Meeting of
          Stockholders,  as of the date each was filed with the  Securities  and
          Exchange  Commission,  did  not  contain  any  untrue  statement  of a
          material  fact or omit to state a material  fact required to be stated
          therein  or  necessary  to  make  the  statements,  in  light  of  the
          circumstances under which they were made, not misleading.

     12.  This letter  represents the entire agreement  between us pertaining to
          the subject matter hereof. There are no warranties, representations or
          other  agreements  between us in  connection  with the subject  matter
          hereof  except as set  forth or  referred  to  herein.  The  agreement
          contained   herein  shall  bind  and  inure  to  the  benefit  of  the
          successors,  assigns, personal representatives,  heirs and legatees of
          the respective parties.  The agreement contained herein may be amended
          or modified  only by the written  agreement  of each of us. You and we
          agree that this  document has been executed and delivered in the State
          of  California  and shall be  construed,  enforced and governed by the
          laws thereof.  In the event of any action,  suit or proceeding brought
          under  or in  connection  with  this  agreement  exclusive  venue  and
          jurisdiction  shall lie with the state and federal  courts  sitting in
          the County of Los Angeles,  City of Los Angeles,  State of California,
          and the prevailing party therein shall be entitled to recover, and the
          other party hereto  agrees to pay, the  prevailing  party's  costs and
          expenses in connection therewith, including reasonable attorneys fees.

         If the foregoing accurately sets forth our agreement and understanding,
please countersign this letter where indicated.


                                                     Very truly yours,

                                                     TAG-IT PACIFIC, INC.



                                                     By: /s/ Colin Dyne
                                                         -----------------------



Agreed to and Accepted:

October __, 1998



    /s/ Gerard Guez
- ----------------------------
Gerard Guez





                                                                    Exhibit 99.4

October 14, 1998



Gerard Guez


Dear Gerard:

         This  letter  sets  forth  the  agreement  between  you  and  the  Dyne
Shareholders  (Harold  Dyne,  Colin  Dyne,  Mark Dyne,  Larry Dyne and  Jonathan
Burstein)  regarding the shares of Tag-It Pacific,  Inc. (the "Company")  common
stock held by the Dyne Shareholders and the Investor (as that term is defined in
the letter agreement (the "Letter Agreement") entered into concurrently  between
the Investor and Tag-It).

         The Dyne  Shareholders  hereby grant you a right of first  refusal with
respect to any proposed sale or other  transfer of their shares of the Company's
common stock to a third party.  The Dyne  Shareholders  shall give you notice of
any such  transfer  (the  "Notice") and you will have the right to purchase such
shares  proposed to be  transferred  on the same price and terms as set forth in
the Notice.  If you do not purchase  such shares within 7 days of receipt of the
Notice, the Dyne Shareholders shall have the right to sell or otherwise transfer
such shares at a price per share equal to or greater than the price set forth in
the Notice at any time during the 60 day period following the expiration of such
7 day  period.  Any  shares  purchased  hereunder  by you  shall be deemed to be
Neutral Shares as that term is defined under the Letter Agreement

         You hereby grant to the Dyne Shareholders a right of first refusal with
respect to any proposed sale or other transfer of the  Investor's  shares of the
Company's  common stock to a third party. You shall give the Mark Dyne notice of
any such transfer (the "Shareholder Notice") and the Dyne Shareholders will have
the right to purchase such shares  proposed to be  transferred on the same price
and terms as set forth in the Shareholder  Notice.  If the Dyne  Shareholders do
not purchase such shares within 7 days of receipt of the Shareholder Notice, the
Investor  shall have the right to sell or  otherwise  transfer  such shares at a
price per share equal to or greater than the price set forth in the  Shareholder
Notice at any time during the 60 day period  following the  expiration of such 7
day period.

         This letter  represents the entire  agreement  between us pertaining to
the subject matter hereof.  There are no  warranties,  representations  or other
agreements between us in connection with the subject matter hereof except as set
forth or referred to herein. The agreement contained herein shall bind and inure
to the benefit of the successors,  assigns, personal representatives,  heirs and
legatees  of the  respective  parties.  The  agreement  contained  herein may be
amended or  modified  only by the  written  agreement  of each of us. You and we
agree  that  this  document  has been  executed  and  delivered  in the State of
California and shall be construed, enforced and governed by the laws thereof. In
the event of any action,  suit or proceeding brought under or in connection with
this agreement  exclusive  venue and  jurisdiction  shall lie with the state and
federal courts sitting in the County of Los Angeles, City of Los Angeles,  State
of California,  and the  prevailing  party therein shall be entitled to recover,
and the other party  hereto  agrees to pay,  the  prevailing  party's  costs and
expenses in connection therewith, including reasonable attorneys fees.

         If the foregoing accurately sets forth our agreement and understanding,
please countersign this letter where indicated.

                                                     Very truly yours,

                                                     DYNE SHAREHOLDERS

                                                         /s/ Harold Dyne
                                                     ---------------------------
                                                     Harold Dyne

                                                         /s/ Colin Dyne
                                                     ---------------------------
                                                     Colin Dyne

                                                         /s/ Mark Dyne
                                                     ---------------------------
                                                     Mark Dyne

                                                         /s/ Larry Dyne
                                                     ---------------------------
                                                     Larry Dyne

                                                         /s/ Jonathan Burstein
                                                     ---------------------------
                                                     Jonathan Burstein

Agreed to and Accepted:

October __, 1998


     /s/ Gerard Guez
- -------------------------
Gerard Guez


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