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 2, 2008
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On April 2, 2008, Tarrant Apparel Group was notified by The Nasdaq
Stock Market that we are not in compliance with Nasdaq Marketplace Rule
4450(a)(5) because shares of our common stock had closed at a per share bid
price of less than $1.00 for 30 consecutive business days. In accordance with
Marketplace Rule 4450(e)(2), we will be provided with 180 calendar days, or
until September 29, 2008, to regain compliance. This notification has no effect
on the listing of our common stock at this time.
To regain compliance with the minimum bid price rule, the closing bid
price of our common stock must close at $1.00 per share or more for a minimum of
ten consecutive business days. If we do not regain compliance by September 29,
2008, the Nasdaq staff will notify us that our common stock will be delisted. In
that event and at that time, we may appeal Nasdaq's delisting determination to a
Nasdaq Listing Qualifications Panel.
Alternatively, if we do not regain compliance with the minimum bid
price rule by September 29, 2008, we can apply to list our common stock on The
Nasdaq Capital Market if we satisfy the initial listing criteria set forth in
Marketplace Rule 4310(c), other than the minimum bid price requirement. If our
application is approved, the Registrant will be granted an additional 180
calendar days to regain compliance with the minimum bid price rule.
We will seek to regain compliance within this 180 day cure period and
will consider alternatives to address compliance with the continued listing
standards of The Nasdaq Stock Market.
On April 4, 2008, we issued a press release announcing our receipt of
the letter. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K, and is incorporated herein by reference.
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 April 4, 2008, 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 4, 2008 By: /S/ PATRICK CHOW
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Patrick Chow, Chief Financial Officer
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