UNITED STATES
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): November 17, 2005
TARRANT APPAREL GROUP
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-26006 95-4181026
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
(323) 780-8250
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 17, 2005, Tarrant Apparel Group engaged Singer Lewak
Greenbaum & Goldstein LLP as our independent registered public accounting firm,
to replace our prior accounting firm, Grant Thornton LLP, effective immediately.
The engagement of Singer Lewak Greenbaum & Goldstein LLP was approved by the
Audit Committee of the Board of Directors.
Grant Thornton LLP's reports on our financial statements for the fiscal
years ended December 31, 2004 and 2003 did not contain any adverse opinion or
disclaimer of opinion and were not qualified as to audit scope or accounting
principles. During the two most recent fiscal years ended December 31, 2004 and
2003 and through the date of this report, there were no disagreements between us
and Grant Thornton on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton
to make reference to the subject matter of the disagreement in connection with
its reports.
Other than the items described below, there were no "reportable
events," as defined in Item 304(a)(1)(iv) of Regulation S-K of the Securities
Exchange Act of 1934, as amended.
As previously disclosed in our Form 10-K/A for the year ended December
31, 2004, as filed with the Securities and Exchange Commission on May 31, 2005,
we restated our audited financial statements following our review of the
accounting treatment of our October 2003 private placement of convertible
preferred stock. After our review, management and the Audit Committee of the
Board of Directors determined to revise our accounting treatment to reflect the
beneficial conversion feature of the convertible preferred stock and to restate
our financial statements for the fiscal years ended December 31, 2003 and 2004.
In light of the restatement, management and Grant Thornton LLP, our independent
accountants, concluded that a material weakness existed in our internal control
over financial reporting. Subsequent to December 31, 2004, we remedied this
material weakness by changing our policies and procedures for accounting for
instruments with convertible features. Specifically, our Chief Financial
Officer, who was hired in the third quarter of 2004, will review and approve the
appropriate accounting for convertible instruments and determine whether any
embedded beneficial conversion feature is required to be recognized and measured
separately.
We furnished Grant Thornton LLP with a copy of this Report on Form 8-K
prior to filing with the SEC. We also requested that Grant Thornton furnish a
letter addressed to the SEC stating whether it agrees with the statements made
in this Report. A copy of Grant Thornton's letter to the SEC is filed with this
Report as Exhibit 16.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Letter from Grant Thornton LLP
2
SIGNATURE
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.
TARRANT APPAREL GROUP
Date: November 22, 2005 By: /S/ CORAZON REYES
---------------------------------------
Corazon Reyes, Chief Financial Officer
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Letter from Grant Thornton LLP
4