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 Identification No.)
Incorporation or Organization)
- --------------------------------------------------------------------------------
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)
(323) 234-9606
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOHN J. MCILVERY, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Registered Offering Price Aggregate Amount of
Registered Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 615,000 Shares (1) $ 5.0625(2) $ 3,113,438(2) $ 866
$0.001 par value
===================================================================================================================
<FN>
(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 28, 1999.
</FN>
</TABLE>
<PAGE>
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 Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
Page 2
<PAGE>
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 28th
day of July 1999.
TAG-IT PACIFIC, INC.
(Registrant)
By: /s/ FRANCIS SHINSATO
------------------------------
Francis Shinsato
Chief Executive 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 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ MARK DYNE Chairman of the Board of July 28, 1999
- ------------------------------ Directors
Mark Dyne
/s/ COLIN DYNE Chief Executive Officer and July 28, 1999
- ------------------------------ Director
Colin Dyne
President and Director
- -----------------------------
Harold Dyne
/s/ FRANCIS SHINSATO Chief Financial Officer July 28, 1999
- ------------------------------ (Principal Financial
Francis Shinsato and Accounting Officer)
/s/ KEVIN BERMEISTER Director July 28, 1999
- ------------------------------
Kevin Bermeister
Director
- ------------------------------
Brent Cohen
/s/ MICHAEL KATZ Director July 12, 1999
- ------------------------------
Michael Katz
/s/ PAUL MARKILES Director July 28, 1999
- ------------------------------
Paul Markiles
</TABLE>
Page 3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
<TABLE>
<CAPTION>
<S> <C>
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
</TABLE>
Page 4
Exhibit 5.1
Troop Steuber Pasich Reddick & Tobey, llp
July 30, 1999
Tag-It Pacific, Inc.
3820 South Hill Street
Los Angeles, California
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"), 615,000
shares of common stock, par value $.001 per share (the "Shares"), of the Company
issuable pursuant to the Company's Amended and Restated 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 Steuber Pasich Reddick & Tobey, LLP
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
Page 1
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Tag-it Pacific
Los Angeles, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated March 8, 1999, relating to the consolidated financial statements of Tag-it
Pacific, Inc. appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Los Angeles, California
July 29, 1999
