UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TARRANT APPAREL GROUP
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 95-4181026
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
TARRANT APPAREL GROUP 2006 STOCK INCENTIVE PLAN
(Full Title of the Plan)
CORAZON REYES
CHIEF FINANCIAL OFFICER
TARRANT APPAREL GROUP
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Name and Address of Agent for Service)
(323) 780-8250
(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
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
To Be Registered Registered (1) Per Share (2) Price (2) Fee
--------------------------------------------------------------------------------
Common Stock, no
par value 5,100,000 $1.28 $6,528,000 $699
================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
shares as may hereinafter be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration.
(2) Determined in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the Registration Fee based on the average
of the high and low prices per share of Common Stock of the Registrant on
August 15, 2006 as reported on the NASDAQ Stock Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2005;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2006;
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2006;
(d) The Registrant's Current Reports on Form 8-K filed on January
20, 2006, January 27, 2006, March 30, 2006, April 3, 2006, May
16, 2006, June 14, 2006, June 21, 2006, June 30, 2006, July 6,
2006 and August 14, 2006; and
(e) The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statements on Form
8-A as filed on May 14, 1995, July 14, 1995, and August 7,
1995.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Articles 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 California
General Corporation Law, as the same exists or may hereafter be amended. Section
204 of the General Corporation Law of the State of California (the "California
Law") permits the limitation of the personal liability of a director for
monetary
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damages in an action brought by or in the right of the corporation for breach of
a director's duties to the corporation and its shareholders under certain
conditions and subject to certain limitations. Section 317 of the California
General Corporation 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 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 317 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 the best interests of the corporation and
its shareholders. 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 in the performance of that person's duty to the corporation and
its shareholders, unless and only to the extent that the court in which such
action or suit is or was pending shall determine upon application that, in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses and then only to the extent that the
court shall determine. California 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 shareholders or disinterested directors or
otherwise.
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.
The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of their being or
having been such directors and officers.
ITEM 7: EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8: EXHIBITS.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION
STATEMENT:
4.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to the Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on May 4, 1995 (File No. 33-91874)).
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4.1.2 Certificate of Amendment of Restated Articles of Incorporation
(incorporated by reference to the Registrant's Quarterly
Report on Form 10Q for the quarter ending June 30, 2002).
4.1.3 Certificate of Amendment of Restated Articles of Incorporation
(incorporated by reference to the Registrant's Quarterly
Report on Form 10Q for the quarter ending June 30, 2002).
4.1.4 Certificate of Amendment of Restated Articles of Incorporation
(incorporated by reference to the Registrant's Current Report
on Form 8-K filed December 10, 2003).
4.2 Restated Bylaws of the Registrant (incorporated by reference
to the Registrants's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on May 4, 1995
(File No. 33-91874)).
4.3 Certificate of Determination of Preferences, Rights and
Limitations of Series B Preferred Stock (incorporated by
reference to the Registrant's Current Report on Form 8-K/A
filed December 12, 2003).
4.4 Specimen of Common Stock Certificate (incorporated by
reference to an Exhibit to Amendment No. 1 to Registration
Statement on Form S-1 filed on July 15, 1995).
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP.
23.2 Consent of Grant Thornton 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).
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
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 or 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 of 1933 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 a 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, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 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, 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 17th
day of August, 2006.
TARRANT APPAREL GROUP
(Registrant)
By: /S/ CORAZON REYES
-------------------------------------
Corazon Reyes
Chief Financial Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
each of Gerard Guez and Corazon Reyes as his true and lawful attorney-in-fact
and agent 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.
SIGNATURE TITLE DATE
---------------------- ------------------------ --------------
/S/ GERARD GUEZ Chief Executive Officer August 17, 2006
---------------------- and Chairman of the Board
Gerard Guez of Directors (Principal
Executive Officer)
/S/ TODD KAY Vice Chairman of the August 17, 2006
---------------------- Board of Directors
Todd Kay
/S/ CORAZON REYES Chief Financial Officer, August 17, 2006
---------------------- Treasurer and Director
Corazon Reyes (Principal Financial and
Accounting Officer)
/S/ STEPHANE FAROUZE Director August 17, 2006
----------------------
Stephane Farouze
/S/ MITCHELL SIMBAL Director August 17, 2006
----------------------
Mitchell Simbal
/S/ SIMON MANI Director August 17, 2006
----------------------
Simon Mani
/S/ JOSEPH MIZRACHI Director August 17, 2006
----------------------
Joseph Mizrachi
Director
----------------------
Milton Koffman
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EXHIBIT INDEX
----------- ---------------------------------------------------------------
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- ---------------------------------------------------------------
4.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to the Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on May 4, 1995 (File No. 33-91874)).
4.1.2 Certificate of Amendment of Restated Articles of Incorporation
(incorporated by reference to the Registrant's Quarterly Report
on Form 10Q for the quarter ending June 30, 2002).
4.1.3 Certificate of Amendment of Restated Articles of Incorporation
(incorporated by reference to the Registrant's Quarterly Report
on Form 10Q for the quarter ending June 30, 2002).
4.1.4 Certificate of Amendment of Restated Articles of Incorporation
(incorporated by reference to the Registrant's Current Report
on Form 8-K filed December 10, 2003).
4.2 Restated Bylaws of the Registrant (incorporated by reference to
the Registrants's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on May 4, 1995 (File No.
33-91874)).
4.3 Certificate of Determination of Preferences, Rights and
Limitations of Series B Preferred Stock (incorporated by
reference to the Registrant's Current Report on Form 8-K/A
filed December 12, 2003).
4.4 Specimen of Common Stock Certificate (incorporated by reference
to an Exhibit to Amendment No. 1 to Registration Statement on
Form S-1 filed on July 15, 1995).
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP.
23.2 Consent of Grant Thornton 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).
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