UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TALON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4654481
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
21900 BURBANK BOULEVARD, SUITE 270
WOODLAND HILLS, CALIFORNIA 91367
(Address of Principal Executive Offices) (Zip Code)
2007 STOCK PLAN
(Full Title of the Plan)
LONNIE D. SCHNELL
CHIEF EXECUTIVE OFFICER
TALON INTERNATIONAL, INC.
21900 BURBANK BOULEVARD, SUITE 270
WOODLAND HILLS, CALIFORNIA 91367
(Name and Address of Agent for Service)
(818) 444-4100
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOHN MCILVERY, ESQ.
STUBBS ALDERTON & MARKILES, LLP
15260 VENTURA BOULEVARD, 20TH FLOOR
SHERMAN OAKS, CA 91403
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [_] Accelerated Filer [_]
Non-Accelerated Filer [_] Smaller Reporting Company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
======================================= =============== ====================== ====================== =================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount Of
To Be Offering Price Aggregate Offering
To Be Registered Registered (1) Per Share (2) Price (2) Registration Fee
--------------------------------------- --------------- ---------------------- ---------------------- -----------------
Common Stock........................ 2,600,000 $0.34 $884,000 $35
======================================= =============== ====================== ====================== =================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration.
(2) Determined in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the Registration Fee based on the
average of the high and low prices per share of the Registrant's common
stock as reported on The OTC Bulletin Board on April 16, 2008.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
1. Our Annual Report on Form 10-K for the year ended December 31, 2007,
filed April 15, 2008 (File No. 001-13669);
2. Our Current Report on Form 8-K dated January 15, 2008, filed January
22, 2008 (File No. 001-13669);
3. Our Current Report on Form 8-K dated February 4, 2008, filed February
6, 2008 (File No. 001-13669);
4. Our Current Report on Form 8-K dated March 27, 2008, filed on March 28,
2008 (File No. 001-13669);
5. Our Current Report on Form 8-K dated April 3, 2008, filed on April 8,
2008 (File No. 001-13669);
6. Our Current Report on Form 8-K dated April 15, 2008, filed on April 16,
2008 (File No. 001-13669); and
7. The description of our capital stock contained in our Registration
Statement on Form 8-A filed December 4, 1997 (File No. 001-13669),
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation and Bylaws provide for
the indemnification by the Registrant of each of its directors, officers and
employees to the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or may hereafter be amended. Section 145 of the Delaware
General Corporation Law provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
The Registrant's Certificate of Incorporation provides that a director
of the company shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. Section 102(o)(7)
of the Delaware General Corporation Law provides that a provision so limiting
the personal liability of a director shall not eliminate or limit the liability
of a director for, among other things: breach of the duty of loyalty; acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; unlawful payment of dividends; and transactions from which
the director derived an improper personal benefit.
The Registrant has entered into separate but identical indemnity
agreements with certain of its directors and certain of its officers (the
"Indemnitees"). Pursuant to the terms and conditions of the indemnity
agreements, the Registrant agreed to indemnify each Indemnitee against any
amounts which he or she becomes legally obligated to pay in connection with any
claim against him or her based upon any action or inaction which he or she may
commit, omit or suffer while acting in his or her capacity as a director and/or
officer of the Registrant or its subsidiaries, provided, however, that
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Registrant and, with respect
to any criminal action, had no reasonable cause to believe Indemnitee's conduct
was unlawful.
ITEM 7: EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8: EXHIBITS.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION
STATEMENT:
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EXHIBIT EXHIBIT TITLE
NUMBER
------- -----------------------------------------------------------------------
4.1 Certificate of Incorporation of the Registrant. (Incorporated by
reference to the Registrant's Registration Statement on Form SB-2 filed
on October 21, 1997)
4.2 Certificate of Designation of Rights, Preferences and Privileges of
Series A Preferred Stock. (Incorporated by reference to Exhibit A to
the Rights Agreement filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on November 4, 1998)
4.3 Certificate of Amendment of Certificate of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.4 to the Registrant's Annual
Report on Form 10-KSB, filed on March 28, 2000)
4.4 Certificate of Amendment of Certificate of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.1.3 to the Registrant's Form
8-K filed on August 4, 2006)
4.5 Certificate of Ownership and Merger Merging Talon International, Inc.
with and into Tag-It Pacific, Inc. (Incorporated by reference to
Exhibit 3.1 to the Registrant's Form 8-K filed on July 20, 2007)
4.6 Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form SB-2 filed on October
21, 1997, and the amendments thereto)
4.7 Specimen Stock Certificate of Common Stock of the Registrant.
(Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 filed on October 21, 1997)
4.8 Rights Agreement, dated as of November 4, 1998, between Registrant and
American Stock Transfer and trust Company as Rights Agent.
(Incorporated by reference to Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on November 4, 1998)
4.9 Form of Rights Certificate. (Incorporated by reference to Exhibit B to
the Rights Agreement filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on November 4, 1998)
4.10 Registrant's 2007 Stock Plan. (Incoprorated by reference to Exhibit
10.20 to the Registrant's Annual Report on Form 10-K filed on April 15,
2008)
5.1 Opinion of Stubbs, Alderton and Markiles, LLP.
23.1 Consent of Stubbs, Alderton & Markiles, LLP (included in Exhibit 5.1).
23.2 Consent of Singer Lewak Greenbaum & Goldstein LLP.
24.1 Power of Attorney (included on signature page).
ITEM 9: UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
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therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 22nd day of
April, 2008.
TALON INTERNATIONAL, INC.
(Registrant)
By: /s/ Lonnie D. Schnell
------------------------------------------
Lonnie D. Schnell
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Mark Dyne and Lonnie D. Schnell, and each of them, as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and his or her name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement and to file a new registration statement under Rule 461
or Instruction E of Form S-8 of the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Lonnie D. Schnell Chief Executive Officer April 22, 2008
--------------------------- and Chief Financial
Lonnie D. Schnell Officer (Principal Executive
and Financial Officer)
/s/ David A. Hunter Vice President, April 22, 2008
--------------------------- Corporate Controller
David A. Hunter (Principal Accounting Officer)
/s/ Mark Dyne Chairman of the April 22, 2008
--------------------------- Board of Directors
Mark Dyne
/s/ Colin Dyne Vice Chairman of the April 22, 2008
--------------------------- Board of Directors
Colin Dyne
/s/ Brent Cohen Director April 22, 2008
---------------------------
Brent Cohen
/s/ Joseph Miller Director April 22, 2008
---------------------------
Joseph Miller
/s/ Raymond Musci Director April 22, 2008
---------------------------
Raymond Musci
/s/ William Sweedler Director April 22, 2008
---------------------------
William Sweedler
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EXHIBIT INDEX
EXHIBIT EXHIBIT TITLE
NUMBER
------- -----------------------------------------------------------------------
4.1 Certificate of Incorporation of the Registrant. (Incorporated by
reference to the Registrant's Registration Statement on Form SB-2 filed
on October 21, 1997)
4.2 Certificate of Designation of Rights, Preferences and Privileges of
Series A Preferred Stock. (Incorporated by reference to Exhibit A to
the Rights Agreement filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on November 4, 1998)
4.3 Certificate of Amendment of Certificate of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.4 to the Registrant's Annual
Report on Form 10-KSB, filed on March 28, 2000)
4.4 Certificate of Amendment of Certificate of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.1.3 to the Registrant's Form
8-K filed on August 4, 2006)
4.5 Certificate of Ownership and Merger Merging Talon International, Inc.
with and into Tag-It Pacific, Inc. (Incorporated by reference to
Exhibit 3.1 to the Registrant's Form 8-K filed on July 20, 2007)
4.6 Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form SB-2 filed on October
21, 1997, and the amendments thereto)
4.7 Specimen Stock Certificate of Common Stock of the Registrant.
(Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 filed on October 21, 1997)
4.8 Rights Agreement, dated as of November 4, 1998, between Registrant and
American Stock Transfer and trust Company as Rights Agent.
(Incorporated by reference to Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on November 4, 1998)
4.9 Form of Rights Certificate. (Incorporated by reference to Exhibit B to
the Rights Agreement filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on November 4, 1998)
4.10 Registrant's 2007 Stock Plan. (Incoprorated by reference to Exhibit
10.20 to the Registrant's Annual Report on Form 10-K filed on April 15,
2008)
5.1 Opinion of Stubbs, Alderton and Markiles, LLP.
23.1 Consent of Stubbs, Alderton & Markiles, LLP (included in Exhibit 5.1).
23.2 Consent of Singer Lewak Greenbaum & Goldstein LLP.
24.1 Power of Attorney (included on signature page).
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