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): October 21, 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 October 21, 2008, we received written notification that NASDAQ has
suspended its bid price and market value of publicly held shares requirements
for continued listing on the exchange through Friday, January 16, 2009.
On October 2, 2008, we received a Nasdaq Staff Determination Letter
indicating that we had failed to comply with the $1.00 minimum bid price
requirement for continued listing set forth in Marketplace Rules 4310(c)(4), and
that our securities were therefore subject to delisting from The Nasdaq Global
Market. On October 3, 2008, we requested a written hearing before a Nasdaq
Listing Qualifications Panel to review the Staff's determination. The hearing,
which was scheduled for November 20, 2008, has been cancelled.
NASDAQ will not take any action through January 16, 2009 to delist
Tarrant Apparel Group for the bid price deficiency. If we are still deficient in
bid price at the close of business on January 16, 2009, NASDAQ will contact us
to reschedule a hearing before a Nasdaq Listing Qualifications Panel.
On October 21, 2008, we issued a press release announcing the NASDAQ
minimum bid price suspension. A copy of the press release is being furnished as
Exhibit 99.1 to this report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated October 21, 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: October 21, 2008 By: /S/ PATRICK CHOW
-------------------------------------
Patrick Chow, Chief Financial Officer
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