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 Incorporation or (I.R.S. Employer
Organization) Identification No.)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
TARRANT APPAREL GROUP EMPLOYEE INCENTIVE PLAN
(Full Title of the Plan)
PATRICK CHOW
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
15821 VENTURA BOULEVARD, SUITE 525
ENCINO, CA 91436
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
To Be Registered Registered (1) Share (2) Price (2) Fee
------------------- ------------- --------- ----------- -------------
Common Stock....... 1,500,000 $3.55 $5,325,000 $490.00
================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers such additional shares of the Common
Stock as may become issuable pursuant to the anti-dilution provisions of
the Employee Incentive Plan. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this registration statement also covers an
indeterminate amount of securities to be offered or sold pursuant to the
Employee Incentive 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
NASDAQ Stock Market on June 13, 2003.
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF
ADDITIONAL SECURITIES"), THE REGISTRANT HEREBY MAKES THE FOLLOWING STATEMENT:
On November 13, 2000, Tarrant Apparel Group (the "Registrant") filed
with the Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-49810) (the "Prior Registration Statement") relating to
shares of the Common Stock to be issued pursuant to the Tarrant Apparel Group
Employee Incentive Plan, as amended (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 Stubbs Alderton & Markiles, LLP.
23.1 Consent of Ernst & Young, LLP
23.2 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).
2
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 16th
day of June, 2003.
TARRANT APPAREL GROUP
(Registrant)
By: /S/ PATRICK CHOW
----------------------------------
Patrick Chow
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each
of Gerard Guez and Patrick Chow 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 and June 16, 2003
------------------------- Chairman of the Board of
Gerard Guez Directors
/S/ TODD KAY President and Vice Chairman June 16, 2003
------------------------- of the Board of Directors
Todd Kay
/S/ PATRICK CHOW Chief Financial Officer, June 16, 2003
------------------------- Treasurer and Director
Patrick Chow
/S/ LARRY RUSS Director June 16, 2003
-------------------------
Larry Russ
/S/ STEPHANE FAROUZE Director June 16, 2003
-------------------------
Stephane Farouze
/S/ MITCHELL SIMBAL Director June 16, 2003
-------------------------
Mitchell Simbal
/S/ BARRY AVED Director June 16, 2003
-------------------------
Barry Aved
/S/ JOSEPH MIZRACHI Director June 16, 2003
-------------------------
Joseph Mizrachi
/S/ MILTON KOFFMAN Director June 16, 2003
-------------------------
Milton Koffman
EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of Ernst & Young, LLP.
23.2 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).