-----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, Jrvd8IYHtgkzH7Ql8VpppqTUcNoYr/8gXiz64gwhXMaMdx+86eANjVb/SovwXYDe T2xpSxtubdiHZuO0/4fEwA== 0001170918-07-000893.txt : 20071130 0001170918-07-000893.hdr.sgml : 20071130 20071129214816 ACCESSION NUMBER: 0001170918-07-000893 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071127 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071130 DATE AS OF CHANGE: 20071129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TALON INTERNATIONAL, 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: 071276232 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 FORMER COMPANY: FORMER CONFORMED NAME: TAG IT PACIFIC INC DATE OF NAME CHANGE: 19971015 8-K 1 fm8k-112707.txt FORM 8-K 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): November 27, 2007 TALON INTERNATIONAL, 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On November 27, 2007, we notified the American Stock Exchange (AMEX) of our intent to voluntarily withdraw the listing of our common stock, par value $0.001 per share, from trading on AMEX. We made this decision as a result of our failure to regain compliance with the AMEX minimum listing requirement that we maintain at least $4.0 million of stockholders' equity. On or around December 10, 2007, we will file with the Securities and Exchange Commission an application on Form 25, NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(B) OF THE SECURITIES EXCHANGE ACT OF 1934, to withdraw our AMEX listing. Our shares of common stock will cease trading on AMEX 10 days after we file the Form 25. While we anticipate that our shares of common stock will be eligible for trading on the Over-the-Counter Bulletin Board system following the AMEX de-listing, no assurance can be made in this regard as such trading is dependent on the willingness of one or more brokers to make a market in our common stock. We will continue to file reports with the SEC as required by the Securities Exchange Act of 1934. We will announce the new trading symbol for OTCBB trading of our common stock as soon as we have secured appropriate brokers to make a market in our common stock and the trading symbol has been assigned. A press release announcing our decision to withdraw our common stock from trading on the AMEX is attached to this report as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. a) Financial statements of business acquired - None b) Pro forma financial information - None c) Shell company transactions- None d) Exhibits 99.1 Press Release, dated November 27, 2007. 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: November 29, 2007 By: /S/ LONNIE D. SCHNELL ----------------------------------- Lonnie D. Schnell Chief Financial Officer 3 EX-99 2 ex991-112707.txt EX 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE TALON INTERNATIONAL TO WITHDRAW FROM AMERICAN STOCK EXCHANGE; PLANS TO LIST ON THE OTC BULLETIN BOARD LOS ANGELES, CALIF. -- NOVEMBER 27, 2007 -- Talon International, Inc. (AMEX: TLN), formerly Tag-It Pacific, Inc., a leading global supplier of zippers, apparel fasteners, trim and interlining products, announced it has notified the American Stock Exchange (the "AMEX") it intends to voluntarily remove its common stock from trading on the AMEX. The company is seeking to have the common stock trade on the Over the Counter Bulletin Board (OTCBB), as operated by the National Association of Security Dealers (NASD). In May 2006, Talon was notified by AMEX that it was not in compliance with Section 1003(a)(i) and Section 1003(a)(ii) of the AMEX Company Guide, specifying required minimum shareholders' equity of at least $4.0 million. Following the notice from AMEX, the company was afforded an extension of time to comply with the requirement until November 16, 2007. The company has informed AMEX that it did not meet the minimum listing requirements as of the expiration of this extension. As a result of its failure to meet these minimum listing requirements, the company's Board of Directors determined it would be in the best interest of the company to voluntarily withdraw the listing of its common stock from AMEX. Talon will file with the Securities Exchange Commission an application on Form 25 to withdraw its AMEX listing. Pursuant to the rules of the Securities and Exchange Commission, which require that notice of intention to voluntarily withdraw from an exchange be given to the exchange at least 10 days before the filing of the Form 25, this application may not be submitted to the SEC before December 7, 2007, and will not be effective until 10 days after filing. The company anticipates its shares will be eligible for trading on the OTCBB following the AMEX de-listing; however, no assurance can be made in this regard, as trading on the OTCBB depends upon the willingness of one or more brokers to make a market in the company's common stock. The company will continue to file reports with the Securities Exchange Commission as required by the Securities Exchange Act of 1934. Talon will announce the new trading symbols for OTCBB trading as soon as it has secured appropriate brokers to make a market in the company's stock and a trading symbol has been assigned. ABOUT OTC BULLETIN BOARD The OTC Bulletin Board (OTCBB) is a regulated quotation system that displays real-time quotes, last-sale prices, and volume information in over-the-counter (OTC) equity securities. An OTC equity security generally is any equity that is not listed or traded on Nasdaq or a national securities exchange. OTCBB securities include national, regional, and foreign equity issues, warrants, units, American Depositary Receipts (ADRs), and Direct Participation Programs (DPPs). For more information please visit: HTTP://WWW.OTCBB.COM. ABOUT TALON INTERNATIONAL, INC. Talon International, Inc. is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waist-bands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Levi Strauss & Co., Juicy Couture, Ralph Lauren, Victoria's Secret, Target Stores, Wal-Mart, and Express. The company has offices and facilities in the United States, Hong Kong, China, India and the Dominican Republic and is expanding into Eastern Europe, Indonesia and Vietnam. FORWARD LOOKING STATEMENTS This news release contains forward-looking statements made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors which could cause actual results to differ materially from the forward-looking statement. These statements are based upon, among other things, assumptions made by, and information currently available to, management, including management's own knowledge and assessment of the company's industry, competition and capital requirements, and the potential for growth in zipper sales. Factors which could cause actual results to differ materially from these forward-looking statements include our ability to manage an international expansion, the level of acceptance of the company's products by retailers and consumers, pricing pressures and other competitive factors and the unanticipated loss of major customers. 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. COMPANY CONTACT Talon International, Inc. Rayna Long Tel (818) 444-4128 rlong@talonzippers.com INVESTOR RELATIONS Scott Liolios or Scott Kitcher Liolios Group, Inc. Tel (949) 574-3860 2 -----END PRIVACY-ENHANCED MESSAGE-----