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): December 4, 2003
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.
SPECIAL SHAREHOLDER MEETING
On December 4, 2003, Tarrant Apparel Group (the "Registrant") held a
Special Meeting of Shareholders (the "Special Meeting"). At the Special Meeting,
there were 18,597,443 shares entitled to vote, and 14,012,698 shares (75%) were
represented at the meeting in person or by proxy. The following summarizes the
vote results for those matters submitted to the Registrant's shareholders for
action at the Special Meeting:
1. Proposal to approve the issuance of 8,817,320 shares of common stock
issuable upon conversion of the outstanding shares of Series A Convertible
Preferred Stock.
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
10,076,862 56,393 20,716 3,858,727
2. Proposal to approve an amendment to the Registrant's Articles of
Incorporation to increase the authorized number of shares of common stock from
35,000,000 to 100,000,000.
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
13,554,357 245,925 20,816 191,600
3. Proposal to approve the grant of options to purchase 400,000 shares
of common stock to Barry Aved, the Registrant's President.
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
8,285,152 119,803 25,016 5,582,727
AMENDMENT TO ARTICLES OF INCORPORATION
At the Special Meeting, the Registrant's shareholders approved an
amendment to the Registrant's Articles of Incorporation to increase the
authorized number of shares of common stock from 35,000,000 to 100,000,000,
which amendment was previously approved by the Registrant's Board of Directors.
Following the Special Meeting, the Registrant filed a Certificate of Amendment
of its Articles of Incorporation with California Secretary of State to effect
the increase in authorized number of shares of common stock to 100,000,000.
Copies of the Registrant's Articles of Incorporation, and all amendments
thereto, are attached to this report as Exhibits 3.1, 3.2, 3.3 and 3.4, and are
incorporated herein by this reference.
CONVERSION OF SERIES A CONVERTIBLE PREFERRED STOCK
At the Special Meeting, the Registrant's shareholders approved the
issuance of up to 8,817,320 shares of the Registrant's common stock upon
conversion of outstanding shares of Series A Convertible Preferred Stock.
Following the Special Meeting, the Registrant received written elections of
conversion from the holders of a majority of the outstanding shares of Series A
Preferred Stock. As a result, and in accordance with the terms of the Series A
Convertible Preferred Stock, each outstanding share of Series A Convertible
Preferred Stock of the Registrant was automatically converted, effective as of
December 4,
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2003, into ten shares of the Registrant's common stock. As of December 4, 2003,
the Registrant issued an aggregate of 8,817,320 shares of common stock upon
conversion of the Series A Preferred Stock.
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
------- -----------
3.1 Restated Articles of Incorporation of the Registrant.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1 filed with on May
4, 1995 (File No. 33-91874).)
3.2 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.)
3.3 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.)
3.4 Certificate of Amendment of Restated Articles of
Incorporation.
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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: December 10, 2003 By: /S/ PATRICK CHOW
---------------------------------
Patrick Chow
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Restated Articles of Incorporation of the Registrant. (Incorporated
by reference to the Registrant's Registration Statement on Form S-1
filed with on May 4, 1995 (File No. 33-91874).)
3.2 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.)
3.3 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.)
3.4 Certificate of Amendment of Restated Articles of Incorporation.
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