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): October 15, 2004
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 3.01 - NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On October 19, 2004, we received a letter from The Nasdaq Stock Market,
Inc. ("NASDAQ") notifying us that for the last 30 consecutive business days, the
bid price of our common stock had closed below the minimum $1.00 per share
requirement for continued inclusion on Nasdaq under Marketplace Rule 4450(a)(5)
(the "RULE"). In accordance with Marketplace Rule 4450(e)(2), we have 180
calendar days, or until April 18, 2005, to regain compliance with the Rule. To
regain compliance, the bid price of our common stock must close at $1.00 per
share or more for a minimum of 10 consecutive business days. If we cannot
achieve compliance with the Rule by April 18, 2005, and we meet the initial
listing criteria for quotation on The Nasdaq National Market as set forth in
Rule 4420, except for the bid price requirement, we will be given an additional
180 calendar days to regain compliance with the Rule. If we do not regain
compliance with the Rule by April 18, 2005, and we are not eligible for an
additional compliance period, we will be notified of the Nasdaq Staff's decision
to delist and move our securities to The Nasdaq SmallCap Market. At that time,
we will be given an opportunity to appeal the Staff's determination to delist
our securities to a Nasdaq Listing Qualifications Panel.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On October 15, 2004, Larry Russ resigned as a director of Tarrant Apparel
Group. We are actively seeking a new independent director to replace Mr. Russ
on our Board of Directors.
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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: October 19, 2004 By: /s/ Corazon Reyes
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Corazon Reyes, Chief Financial Officer
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