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): January 23, 2004
TARRANT APPAREL GROUP
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-26430 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)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On January 27, 2004, Tarrant Apparel Group (the "Registrant") announced
that it had entered into agreements with certain institutional investors for the
purchase of 1,200,000 shares of its common stock at a price of $3.35 per share,
for aggregate proceeds to the Registrant of $4,020,000. After payment of
placement agent fees and other offering expenses, the Registrant received
proceeds of approximately $3,688,000. The Registrant intends to use the proceeds
of the financing for general corporate purposes. The securities sold in the
offering were registered under the Securities Act of 1933, as amended, pursuant
to the Registrant's effective shelf registration statement on Form S-3 (File No.
333-111092).
Sanders Morris Harris Inc. acted as placement agent in connection with
the offering. For their services as placement agent, the Registrant paid Sanders
Morris Harris a fee equal to 7%, or $281,400, of the gross proceeds from the
offering. The Registrant also reimbursed Sanders Morris Harris for expenses
incurred by them in the amount of $7,500. In addition, the Registrant issued to
Sanders Morris Harris a warrant to purchase 30,000 shares of our common stock
(one share for every forty shares sold in the offering) at an exercise price of
$3.35 per share. The warrant is fully vested and exercisable and has a term of
five years.
Copies of the Placement Agent Agreement, form of Subscription Agreement
and Common Stock Purchase Warrant are attached to this report as Exhibits
10.128, 10.129 and 10.130, respectively, and are incorporated herein by this
reference.
On January 27, 2004, the Registrant issued a press release announcing
the offering. A copy of the press release is attached to this report as Exhibit
99.1 and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
None.
(b) Pro forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- ------------
10.128 Placement Agent Agreement dated January 23, 2004
between the Registrant and Sanders Morris Harris
Inc.
10.129 Form of Subscription Agreement between the
Registrant and the investor to be identified
therein.
10.130 Common Stock Purchase Warrant dated January 26,
2004 between the Registrant and Sanders Morris
Harris Inc.
99.1 Press release dated January 27, 2004 issued by the
Registrant.
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: January 27, 2004 By: /S/ PATRICK CHOW
---------------------------------
Patrick Chow
Chief Financial Officer
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.128 Placement Agent Agreement dated January 23, 2004 between the
Registrant and Sanders Morris Harris Inc.
10.129 Form of Subscription Agreement between the Registrant and
the Purchaser to be identified therein.
10.130 Common Stock Purchase Warrant dated January 26, 2004 between
the Registrant and Sanders Morris Harris Inc.
99.1 Press release dated January 27, 2004 issued by the
Registrant.
4