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): March 20, 2007
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)
[X] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective March 20, 2007, Tarrant Apparel Group entered into an
Amendment to the Stock and Asset Purchase Agreement, which we originally entered
into on December 2006 (the "Purchase Agreement"). Pursuant to the Purchase
Agreement, we agreed to acquire certain assets and entities comprising The
Buffalo Group. The Amendment extends to April 30, 2007 the date after which
either party may terminate the Purchase Agreement if the closing has not yet
occurred on such date.
We previously disclosed our entry into the Purchase Agreement on our
Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 12, 2006.
The completion of the proposed transaction is subject to the
satisfaction of a number of conditions as set forth in the Purchase Agreement,
including among others, the approval of the acquisition and related transactions
by our shareholders, our obtaining the necessary financing to complete the
acquisition, obtaining certain third party consents, and other customary closing
conditions. Dates for closing the proposed acquisition and for the Company's
shareholders meeting to vote on the acquisition have not yet been determined.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
We will be filing a definitive proxy statement and other relevant
documents concerning the proposed transaction with the Securities and Exchange
Commission. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION.
Shareholders will be able to obtain the documents free of charge at the SEC's
website (www.sec.gov). In addition, documents filed with the SEC by us with
respect to the proposed transaction may be obtained free of charge by contacting
Tarrant Apparel Group, 3151 East Washington Boulevard, Los Angeles, California
90023, Attention: CFO (tel.: (323-780-8250).
SHAREHOLDERS SHOULD READ THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN
IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING DECISION.
Tarrant Apparel Group and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from Tarrant. Our
directors and executive officers include: Gerard Guez, Corazon Reyes, Simon
Mani, Milton Koffman, Stephane Farouze, Mitchell Simbal, Joseph Mizrachi, Todd
Kay, Charles Ghailian and Henry Chu. Collectively, as of March 23, 2007, our
executive officers and directors and their affiliates owned approximately 43% of
the outstanding shares of our common stock. Gerard Guez, our Chairman and
Interim Chief Executive Officer, and Todd Kay, our Vice Chairman, alone owned
approximately 33% and 8%, respectively, of the outstanding shares of our common
stock at March 23, 2007. Shareholders may obtain additional information
regarding the interests of such participants by reading the definitive proxy
statement when it becomes available.
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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: March 26, 2007 By: /S/ CORAZON REYES
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Corazon Reyes, Chief Financial Officer
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