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 19, 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)
[_] 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On April 19, 2007, we entered into a Mutual Termination and Release
Agreement (the "TERMINATION Agreement") with companies comprising The Buffalo
Group, pursuant to which we and the other parties to that certain Stock and
Asset Purchase Agreement, dated December 6, 2006, as amended on March 20, 2007
("PURCHASE AGREEMENT"), mutually agreed to terminate the Purchase Agreement. The
parties determined that it was in the mutual best interest of each party to
terminate the proposed agreement.
Under the terms of the Termination Agreement, Buffalo will return to us
$4,750,000 of the $5,000,000 deposit previously provided by us to Buffalo
pursuant to the Purchase Agreement, and the parties have released each other
from any claims arising under or related to the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement and subject to the
conditions thereof, we were to acquire certain assets and entities comprising
The Buffalo Group for a total aggregate purchase price of up to approximately
$120 million.
The description contained in this Item 1.02 of the terms of the
Purchase Agreement and the transactions previously contemplated by the Purchase
Agreement is qualified in its entirety by reference to the description of the
Purchase Agreement set forth in our Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 12, 2006, and the full text of
the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to such
Current Report on Form 8-K.
We had no material relationship with any of the companies comprising
The Buffalo Group prior to the execution of the Purchase Agreement.
A copy of the Termination Agreement is attached hereto as Exhibit 2.1
and is incorporated herein by reference. The foregoing description of the
Termination Agreement is qualified in its entirety by reference to the full text
of the Termination Agreement.
A copy of a the press release issued by us on April 20, 2007 with
respect to the Termination Agreement is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
2.1 Mutual Termination and Release Agreement, dated April
19, 2007.
99.1 Press Release dated April 20, 2007, published by
Tarrant Apparel Group.
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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 20, 2007 By: /S/ DAVID BURKE
------------------------------------
David Burke, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Mutual Termination and Release Agreement, dated April 19, 2007.
99.1 Press Release dated April 20, 2007, published by Tarrant Apparel Group.
4