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): December 6, 2004
TARRANT APPAREL GROUP
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-26006 95-4181026
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 91367
(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 ct (17 CFR 240.14d-2(B))
|_| Pre-commencement communications pursuant to Rule 13e-4(c))
under the Exchange Act (17 CFR 240.13e-4c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 6, 2004, Tarrant Apparel Group entered into a Securities
Purchase Agreement to consummate a $10 million financing through the issuance of
6% Secured Convertible Debentures and Warrants to purchase up to 1,250,000
shares of our Common Stock. T. R. Winston & Company acted as placement agent for
the financing. A copy of the Securities Purchase Agreement is furnished as
Exhibit 10.1 to this report and is incorporated herein by reference. Prior to
maturity, the investors may convert the Debentures into shares of our Common
Stock at a price of $2.00 per share. The Warrants will have a term of five years
and an exercise price of $2.50 per share. The Debentures will pay interest at a
rate of 6% per annum and have a term of three years.
We entered into the Securities Purchase Agreement with the following
investors: The Runnels Family Trust DTD 1-11-2000, High Tide, LLC, Bear Stearns
Securities Corp. Custodian FBO J. Steven Emerson Roth IRA, Bear Stearns
Securities Corp. Custodian FBO J. Steven Emerson IRA II, Bristol Investment
Fund, Ltd., MM & B Holdings, Freedman Leff Investment Partnership, Union Finance
International Corp., JMG Triton Offshore Fund, Ltd., JMB Capital Partners and
JMG Capital Partners LP. No other material relationships exist between the
Company and each of these investors.
The closing of the transactions contemplated under the Securities
Purchase Agreement is subject to customary closing conditions including consent
from our senior secured lenders.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Securities Purchase Agreement dated December 6, 2004,
by and between Tarrant Apparel Group and the
investors listed on the signature pages thereto,
including the forms of 6% Secured Convertible
Debenture, Registration Rights Agreement, Common
Stock Purchase Warrant, Escrow Agreement and Security
Agreement.
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: December 10, 2004 By: /s/ Corazon Reyes
---------------------------
Corazon Reyes
Chief Financial Officer
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.1 Securities Purchase Agreement dated December 6, 2004, by and
between Tarrant Apparel Group and the investors listed on the
signature pages thereto, including the forms of 6% Secured
Convertible Debenture, Registration Rights Agreement, Common
Stock Purchase Warrant, Escrow Agreement and Security Agreement.
4