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): April 26, 2005
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 8.01 OTHER EVENTS
On April 26, 2005, we issued a press release announcing that we had
entered into a letter of intent with Qorus.com, Inc. ("Qorus"), to exchange all
the outstanding shares of our wholly-owned subsidiary, Private Brands, Inc., for
shares of Qorus. Qorus is a publicly traded company quoted on the
Over-the-Counter Bulletin Board under the symbol QRUS. Under the terms of the
proposed transaction, in exchange for all of the outstanding capital stock of
Private Brands, Qorus would issue shares of its convertible preferred stock to
us in such amount so that, upon completion of the transaction, we would own in
the aggregate 97% of the issued and outstanding shares of common stock of Qorus
on a fully diluted and as-converted basis. The current stockholders of Qorus are
expected to own 3% of the issued and outstanding common stock on a fully diluted
and as-converted basis after completion of the exchange transaction. The closing
of the exchange transaction would be subject to Private Brands' ability to
obtain additional financing, and the effect of any such financing would reduce
the percentage ownership in Qorus of both us and the current stockholders of
Qorus.
The exchange transaction is subject to a number of conditions,
including, but not limited to, the negotiation and execution of a definitive
acquisition agreement, the delivery of audited financial statements of Private
Brands, the approval by the Qorus, Private Brands and our boards of directors of
the transaction, and the receipt of required third party consents and approvals.
Accordingly, there can be no assurance that the exchange transaction will be
completed.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
None.
(b) Pro forma Financial Information.
None.
(c) Exhibits.
99.1 Press Release dated April 26, 2005, published by the
Registrant.
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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: April 26, 2005 By: /S/ CORAZON REYES
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Corazon Reyes, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated April 26, 2005, published by the Registrant.
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