SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. THREE)(1)
TAG-IT PACIFIC, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001
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(Title of Class of Securities)
873774103
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(CUSIP Number)
Ronald L. Fein, Esq.
Stutman, Treister & Glatt
3699 Wilshire Boulevard, Suite 900
Los Angeles, California 90010-2739
213.251.5100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 2002
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 7 Pages)
CUSIP No.873774103 13D Page 2 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARRIS TOIBB
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 259,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
366,666 Shares of Common Stock and 183,332 Shares of
OWNED BY Common Stock Issuable Upon Exercise of the Warrants -
No sole voting rights to until one year after issuance -
EACH see Item 6
_________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 808,998 - With respect to 366,666 Shares of Common Stock
and 183,332 Shares of Common Stock issuable upon the
WITH exercise of the warrants, see Item 6 with respect to
transfer restrictions.
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
808,998
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
CUSIP No.873774103 13D Page 2 of 7 Pages
________________________________________________________________________________
STATEMENT TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D is filed in respect of Shares of
common stock, $0.001 par value per share ("Common Stock") of
Tag-It Pacific, Inc., a Delaware corporation ("Tag-It"), the
principal executive offices of which are located at 21900 Burbank
Boulevard, Suite 270, Woodland Hills, California 91367.
ITEM 2. IDENTITY AND BACKGROUND.
a. The person filing this statement on Schedule 13D is Harris
Toibb.
b. Mr. Toibb's residence address is 307 21st Street, Santa
Monica, California 90402.
c. Mr. Toibb is engaged in real estate development and personal
investments.
d. Mr. Toibb has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
e. Mr. Toibb has not, during the last five (5) years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding he has
been or is subject to a judgment, decree or final order enjoining
future violations or, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
f. Mr. Toibb is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Mr. Toibb made a series of open market purchases utilizing
personal funds between June 1997 and June 2001 aggregating a
total of 259,000 shares of Common Stock for an aggregate purchase
price of $1,101,066.84 (the "Open Market Purchases"). Mr. Toibb
entered into that certain Stock and Warrant Purchase Agreement by
and between Tag-It and Mr. Toibb as investor (the "Purchase
Agreement") dated December 28, 2001, pursuant to which he
purchased 266,666 shares of Common Stock at a price per share of
$3.00 for an aggregate purchase price of $799,998, and was issued
warrants. The warrants, which consist of 66,666 A Warrants and
66,666 B Warrants, are immediately exercisable for a term of four
(4) years ("Warrants"). The A Warrants are currently exercisable
at an initial exercise price per share of $4.34 and the B
Warrants are currently exercisable at an initial exercise price
per share of $4.73. The exercise prices for A Warrants and B
Warrants may
Page 3 of 7 Pages
fluctuate up to a maximum of $5.25 per share. In addition, the
Purchase Agreement contemplated a second closing, subject to
certain conditions, to occur on or prior to October 1, 2002, for
the purchase of an additional 400,000 shares at $3.00 per share,
and the issuance of 100,000 A Warrants at an initial price per
share of $4.34 and 100,000 B Warrants at an initial price per
share of $4.73. Pursuant to the Purchase Agreement, the shares of
Common Stock and the Warrants were purchased directly from Tag-It
in a transaction not involving a public offering. Mr. Toibb
utilized personal funds to make the purchases under the Purchase
Agreement.
On March 22, 2002, under the terms of the Purchase Agreement
dated December, 28, 2001, Mr. Toibb purchased, as part of the
second closing under the Purchase Agreement, 100,000 shares of
Common Stock at a price per share of $3.00 for an aggregate
purchase price of $300,000 and was issued warrants. The Warrants
consist of 25,000 A Warrants and 25,000 B Warrants which are
immediately exercisable for a term of 4 years. The A Warrants are
currently exercisable at an initial price per share of $4.34 and
the B Warrants are currently exercisable at an initial price per
share of $4.73. The exercise prices for A Warrants and B Warrants
may fluctuate up to a maximum of $5.25 per share. Pursuant to the
Purchase Agreement, the shares of Common Stock and the Warrants
were purchased directly from Tag-It in a transaction not
involving a public offering. Mr. Toibb utilized personal funds to
make the purchases under the Purchase Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Toibb purchased the Common Stock in the Open Market Purchases
for investment purposes. Mr. Toibb purchased the Common Stock and
the Warrants under the Purchase Agreement for investment purposes
and, upon the exercise of the Warrants, in whole or in part, the
Common Stock thereby acquired by Mr. Toibb, Mr. Toibb presently
intends to be, for investment purposes.
Mr. Toibb presently does not have any plans or proposals that
would relate to, or result in, any of the actions set forth in
the instruction for Item 4, subparts (a) through (j).
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
a. Mr. Toibb beneficially owns 808,998 shares of Common Stock.
Mr. Toibb's ownership represents 8.7% of the Common Stock issued
and outstanding.
b. Mr. Toibb has sole voting power with respect to 259,000 shares
of the Common Stock and has shared voting power with respect to
366,666 Shares of Common Stock and 183,332 Shares of Common Stock
issuable upon the
Page 4 of 7 Pages
exercise of the Warrants for a period of one year after issuance
based upon the terms set forth in the Stockholders Agreement
described in Item 6 below. Mr. Toibb has sole dispositive power
with respect to 625,666 shares of the Common Stock and 183,332
Shares of Common Stock issuable upon the exercise of the Warrants
subject to transfer restrictions for a period of one year after
issuance based upon the terms set forth in the Stockholders
Agreement described in Item 6 below
c. Mr. Toibb entered into the Purchase Agreement by and between
Tag-It and Mr. Toibb, which contemplated the purchase by Mr.
Toibb from Tag-It of 666,666 shares of Common Stock together with
166,666 A Warrants and 166,666 B Warrants. Pursuant to the
Purchase Agreement, Mr. Toibb has already purchased and received
366,666 shares of Common Stock and 91,666 A Warrants and 91,666 B
Warrants. The Purchase Agreement contemplates a further closing,
subject to certain conditions, to occur in October 2002.
d. None
e. Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On December 28, 2001, Tag-It and Mr. Toibb entered into a
Stockholders Agreement which included among other terms, a voting
limitation, a proxy provision and transfer restrictions. This
agreement does not affect the 259,000 shares that were previously
purchased by Mr. Toibb in the open market but effect all Common
Stock and Warrants purchased pursuant to the Purchase Agreement.
The provision sets forth that Mr. Toibb will not, until the first
anniversary of the issue date of the purchased shares of Common
Stock (the "Purchased Shares"), vote the Purchased Shares or the
shares issued upon exercise of the Warrants (the "Warrant
Shares") on any matter to which he is entitled to vote at a
meeting of stockholders, including without limitation, in the
election of directors, unless instructed by the Board of
Directors of Tag-It to do so. If so instructed by the Board of
Directors to vote such, Mr. Toibb has agreed to vote only in the
manner as so instructed. In addition, Mr. Toibb has agreed,
unless otherwise instructed by the Board of Directors, to attend
or be represented by proxy at all special and annual meetings
such that the Purchased Shares and the Warrant Shares, when
issued, are present at the meeting for determining the presence
of a quorum. The Stockholders Agreement also restricts for the
same period of time Mr. Toibb's ability to transfer the Common
Stock and Warrants purchased pursuant to the Purchase Agreement
to persons or entities other than affiliates without Tag-It's
consent.
Page 5 of 7 Pages
ITEM 7. EXHIBITS.
The response to Item 6 contained in Mr. Toibb's Schedule 13D
filed on January 10, 2002, and any exhibits thereto, are
incorporated herein by reference.
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 29, 2002
/S/ HARRIS TOIBB
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Harris Toibb, an Individual
Page 7 of 7 Pages