-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GUaOWnzfZstMx5Zy4pvFuXwr/kgw/SqFH52Q2Vp03YiI4W5PqnmjUCZazG8Rvhi9 Dh3IjST4yq8ojfwd4wYiWA== 0001170918-05-000185.txt : 20050405 0001170918-05-000185.hdr.sgml : 20050405 20050405142212 ACCESSION NUMBER: 0001170918-05-000185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050405 DATE AS OF CHANGE: 20050405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAG IT PACIFIC INC CENTRAL INDEX KEY: 0001047881 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 954654481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13669 FILM NUMBER: 05733433 BUSINESS ADDRESS: STREET 1: 21900 BURBANK BLVD. STREET 2: SUITE 270 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8184444100 MAIL ADDRESS: STREET 1: 21900 BURBANK BLVD. STREET 2: SUITE 270 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 8-K 1 fm8k-040105.txt FORM 8-K (4-1-05) 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 1, 2005 TAG-IT PACIFIC, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-13669 95-4654481 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 21900 BURBANK BLVD., SUITE 270 WOODLAND HILLS, CALIFORNIA 91367 (Address of Principal Executive Offices) (Zip Code) (818) 444-4100 (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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 1, 2005, Tag-It Pacific, Inc. (the "Company") issued a press release announcing that it may modify its previously announced results of operation for the year ended December 31, 2004 and providing guidance for expected 2005 first quarter and full-year results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. On April 4, 2005, the Company issued an additional press release confirming the financial results originally released on March 31, 2005, covering the Company's fourth quarter and year ended December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by this reference. The information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing. 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 1, 2005, published by the Company. 99.2 Press Release dated April 4, 2005, published by the Company 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. TAG-IT PACIFIC, INC. Date: April 5, 2005 By: /S/ AUGUST DELUCA ----------------------------------------- August DeLuca, Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated April 1, 2005, published by the Company. 99.2 Press Release dated April 4, 2005, published by the Company. 4 EX-99 2 ex99-1d.txt EX-99.1 EXHIBIT 99.1 PRESS RELEASE Source: Tag-It Pacific, Inc. CORRECTION: TAG-IT PACIFIC, INC PROVIDES GUIDANCE FOR FIRST QUARTER AND FULL-YEAR 2005, AND MAY MODIFY INADVERTENTLY RELEASED 2004 RESULTS LOS ANGELES --April 1, 2005--Tag-It Pacific, Inc. (AMEX:TAG) Highlights: o Allowances for doubtful accounts receivable for 2004 may be modified o Company expects 30% revenue growth for 2005 first quarter and 40% revenue growth for fiscal 2005 as compared to 2004 Tag-It Pacific, Inc. (AMEX:TAG), a full service outsourced trim management department for manufacturers of fashion apparel, today announced a potential correction to its previously released financial results for 2004, and provided financial guidance for the Company's first quarter and fiscal year 2005. On Thursday, March 31, 2005, in a conference call and in a Current Report on Form 8-K filed after the close of trading, Tag-It Pacific advised its stockholders that its financial results for the fourth quarter and fiscal year ended December 31, 2004 had been released inadvertently, and are subject to revision. Prior to the inadvertent release, the Company had determined that continued discussions with its auditors concerning certain accounts receivable were required to finalize fiscal year end numbers. The Company noted in its current report and during its earnings conference call, that resolution of these discussions may require the Company to provide an additional allowance, as compared to amounts reflected in the earnings release, of between $0 and $1 million. The Company noted that a second earnings release will be issued as soon as the amount of the allowance adjustment, if any, is determined. For the 2005 first quarter, management expects revenues to increase approximately 30 percent compared to revenues for the first quarter of last year. For all of 2005, management expects revenues to increase approximately 40 percent compared to annual revenues for 2004. The Company expects gross margins of 26 to 28 percent for the year. By the end of the year, the Company expects the Selling, General and Administrative expenses to stabilize between $16 and $17 million. The Company expects to report profitability by the second fiscal quarter and maintain profitability throughout the balance of the fiscal year. About Tag-It Pacific, Inc. Tag-It specializes in the distribution of a full range of trim items to manufacturers of fashion apparel, specialty retailers and mass merchandiser. Tag-It acts as a full service outsourced trim management department for manufacturers of fashion apparel such as Kellwood and Azteca Production International. Tag-it also serves as a specified supplier of trim items to specific brands, brand licensees and retailers, including Levi Strauss & Co., Motherworks, Express, The Limited, Miller's Outpost and Lerner, among others. In addition, Tag-It distributes zippers under its Talon brand name to manufacturers for apparel brands and retailers such as Levi Strauss & Co., Wal-Mart and JC Penny, among others. In 2002, Tag-It created a new division under the TekFit brand name. This division develops and sells apparel components that utilize the patented Pro-Fit technology, including a stretch waistband. Forward Looking Statements: With the exception of the historical information, this press release contains forward-looking statements, as referenced in the Private Securities Litigation Reform Act. Forward-looking statements are inherently unreliable and actual results may differ materially. Examples of forward-looking statements in this press release include projected revenue growth, gross margins, and selling, general and administrative expenses, and anticipated profitability. Factors which could cause actual results to differ materially from these forward-looking statements include an unfavorable outcome in our litigation with Pro-Fit Holdings relating to our stretch waistbands, the unanticipated loss of one or more major customers, economic conditions, the availability and cost of financing, the risk of a softening of customer acceptance of the Company's products, risks of introduction by competitors of trim management systems with similar or better functionality than our Managed Trim Solution, default by our Talon franchisees in their obligations to us, pricing pressures and other competitive factors, potential fluctuations in quarterly operating results, our management of potential growth and the risks of expansion into new business areas. These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission including the Company's most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. - ---------- CONTACT: Hayden Communications, Inc. Matthew Hayden, 858-456-4533 matt@haydenir.com www.haydenir.com EX-99 3 ex99-2a.txt EX-99.2 EXHIBIT 99.2 PRESS RELEASE Source: Tag-It Pacific, Inc. TAG-IT PACIFIC, INC. CONFIRMS FOURTH QUARTER AND YEAR END RESULTS MANAGEMENT CONFIRMS RESULTS ANNOUNCED MARCH 31 LOS ANGELES--April 4, 2005--Tag-It Pacific, Inc. (AMEX: TAG), a full service outsourced trim management department for manufacturers of fashion apparel, today announced that the financial results released March 31, 2005, covering the Company's fourth quarter and fiscal year ended December 31, 2004, have been finalized with no changes. The announcement comes following finalization with the Company's independent auditors. About Tag-It Pacific, Inc. Tag-It specializes in the distribution of a full range of trim items to manufacturers of fashion apparel, specialty retailers and mass merchandiser. Tag-It acts as a full service outsourced trim management department for manufacturers of fashion apparel such as a large specialty retailer, Kellwood and Azteca Production International. Tag-it also serves as a specified supplier of trim items to specific brands, brand licensees and retailers, including Levi Strauss & Co., Motherworks, Express, The Limited, Miller's Outpost and Lerner, among others. In addition, Tag-It distributes zippers under its Talon brand name to manufacturers for apparel brands and retailers such as Levi Strauss & Co., Wal-Mart and JC Penney, among others. In 2002, Tag-It created a new division under the TekFit brand name. This division develops and sells apparel components that utilize the patented Pro-Fit technology, including a stretch waistband. Forward Looking Statements: With the exception of the historical information, this press release and the financial results press release issued March 31, 2005, contain forward-looking statements, as referenced in the Private Securities Litigation Reform Act. Forward-looking statements are inherently unreliable and actual results may differ materially. Examples of forward-looking statements in these press releases include projected revenue growth, operating income and gross margins, revenue composition and the successful implementation of our zipper franchise strategy. Factors which could cause actual results to differ materially from these forward-looking statements include an unfavorable outcome in our litigation with Pro-Fit Holdings relating to our stretch waistbands, the unanticipated loss of one or more major customers, economic conditions, the availability and cost of financing, the risk of a softening of customer acceptance of the Company's products, risks of introduction by competitors of trim management systems with similar or better functionality than our Managed Trim Solution, default by our Talon franchisees in their obligations to us, pricing pressures and other competitive factors, potential fluctuations in quarterly operating results, our management of potential growth and the risks of expansion into new business areas. These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission including the Company's most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. - ---------- CONTACT: For Tag-It Pacific, Inc.: Hayden Communications, Inc. Matthew Hayden, 858-704-5065 matt@haydenir.com www.haydenir.com -----END PRIVACY-ENHANCED MESSAGE-----