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Welcome to the Tag-It Pacific, Inc. Class Action Settlement Website.
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IMPORTANT DATES & DEADLINES
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File a Proof of Claim:
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Postmarked not later than January 21, 2010
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Request an Exclusion:
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The Deadline has Passed – the request for
exclusion needed to be postmarked on or before
November 23, 2009
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File an Objection:
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The Deadline has Passed – Objections needed
to have been mailed on or before November
23, 2009.
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Settlement
Fairness Hearing
Was Held:
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December 7, 2009 at 10:00 a.m. in the United
States District Court for the Central District of California
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The following is a summary of information presented in more detail in the Notice
of Pendency and Proposed Settlement of Class Action and Settlement Hearing ("Notice"),
which Class Members should have received in the mail, and which you can access by
clicking the box to the left. Since this is just a summary, you should read the
full Notice for additional details.
Please read this information carefully. If you are a Settlement Class Member (as
defined below), your rights will be affected by these proceedings and you may be
entitled to receive benefits under a proposed $5,750,000 class action settlement.
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ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED TAG-IT PACIFIC, INC.
(NOW KNOWN AS TALON INTERNATIONAL, INC.) (“TAG-IT”) COMMON STOCK ON THE OPEN MARKET
DURING THE PERIOD BETWEEN MARCH 28, 2003 AND AUGUST 22, 2005, INCLUSIVE, (“CLASS
PERIOD”) AND WHO WERE DAMAGED THEREBY (the “CLASS”)
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Securities Brokers and other Nominees: Please see instructions on page 11 of the
Notice.
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SETTLEMENT FAIRNESS HEARING
The Court held a Settlement Hearing at 10:00 a.m. on December 7, 2009 before
the Honorable Manuel L. Real at the United States District Court for the Central
District of California, located at 312 North Spring Street, Los Angeles, CA 90012,
in Courtroom 8, and determined:
- (a) The proposed Settlement is fair, reasonable and adequate and is approved by
the Court;
- (b) The proposed Plan of Allocation for distributing the Settlement to Class Members
is fair and reasonable and is approved; and
- (c) The application by Plaintiff’s Counsel for an award of attorneys’ fees and reimbursement
of litigation expenses, including payment to Lead Plaintiff, is approved.
The issuance of the Notice is not an expression of the Court’s opinion on the merits
of any claim in the Action. Although the Court has approved the Settlement, payment
will be made after all appeals, if any, are resolved and after the completion of
all claims processing. Please be patient.
WHAT IS THIS CASE ABOUT?
This case was brought as a class action alleging that Defendants violated §§10(b)
(and SEC Rule 10b-5 issued thereunder) and 20(a) of the Securities and Exchange
Act of 1934, by, among other things, making false and misleading statements in press
releases and quarterly and annual reports filed with the U.S. Securities and Exchange
Commission, misstating Tag-It’s financial condition, accounts receivable, accounts
payable and inventory, and falsely stating that Tag-It, notwithstanding the loss
of its largest customers, was expanding its customer base, continuing sales growth,
and improving gross margins. Plaintiff alleges that largely as a result of the loss
of its largest customers, millions of dollars in inventory became obsolete and accounts
receivable became uncollectible, and that Tag-It was not continuing profitable sales
growth. Plaintiff alleges that Tag-It was having serious cash flow problems and
that Defendants undertook efforts to hide Tag-It’s deteriorating financial condition
and that it was only towards the end of the Class Period that Tag-It took the steps
necessary to write-off its obsolete inventory and to properly write-off or reserve
for accounts receivable. Plaintiff alleges that Defendants engaged in this conduct
to raise money to prevent Tag-It from going bankrupt. The Complaint further alleges
that Lead Plaintiff and other Class Members purchased Tag-It common stock during
the Class Period at prices artificially inflated as a result of Defendants’ dissemination
of materially false and misleading statements.
Defendants deny all allegations of misconduct contained in the Complaint, and deny
having engaged in any wrongdoing. Defendants assert that their public statements
were accurate at the times made and were not intended to, and did not, defraud purchasers
of Tag-It common stock.
TERMS OF THE SETTLEMENT
In exchange for the settlement and dismissal of the Litigation, Defendants’ insurance
carriers paid the Settlement Fund the sum of five million seven hundred and fifty
thousand dollars ($5,750,000). The Settlement Fund (less certain Court authorized
expenses) is being invested in interest bearing U.S. government securities and that
interest is being accrued and reinvested for the benefit of the Class. These funds
will be distributed proportionately to eligible Class Members who send in valid
Proof of Claim forms, after payment of Plaintiff’s Counsel’s legal fees and expenses
and any award to Lead Plaintiff for his time, expense and effort in representing
the Class, and the expenses and the costs of claims administration, including the
costs of printing and mailing this Notice and the cost of publishing notice, as
approved by the Court.
Your share of the fund will depend on the number of shares of Tag-It common stock
represented by valid claim forms that Class Members send in and the dollar amount
of those claims, how many shares of Tag-It common stock you held, and when you bought
and sold them. A claim will be calculated as follows: The Settlement Fund less taxes,
notice and administration costs, attorneys’ fees and litigation expenses (“Net Settlement
Fund”) will be distributed to Class Members who submit valid, timely Proof of Claim
forms (“Claimants”) under the Plan of Allocation (the “Plan”) described below. The
Plan provides that Claimants will be eligible to participate in the distribution
of the Net Settlement Fund only if Claimants have a net loss on all their transactions
in Tag-It common stock during the Class Period.
To the extent there are sufficient funds in the Net Settlement Fund, each Claimant
will receive an amount equal to the Claimant’s “Recognized Loss,” as defined below.
If, however (and as is much more likely), the amount in the Net Settlement Fund
is not sufficient to permit payment of the total Recognized Loss of each Claimant,
then each Claimant shall be paid the percentage of the Net Settlement Fund that
each Claimant’s claim bears to the total of the Recognized Losses of all Claimants.
Payment in this manner shall be deemed conclusive against all Claimants. The Plan
of Allocation has been prepared by Plaintiff’s Counsel with the assistance of a
damages expert who took into account the report of the expert appointed by the mediator
who reviewed the parties’ submissions with respect to damages. Defendants do not
agree with the characterization that any damages were suffered by Lead Plaintiff
or the Class.
THE RIGHTS OF THE SETTLEMENT CLASS MEMBERS
If you are a Settlement Class Member, you have the following options:
- FILE A PROOF OF CLAIM – To qualify for a payment, you must timely
send in a completed Proof of Claim form with supporting documents (DO NOT SEND
ORIGINALS) to the Claims Administrator. At the link on the left, you may get a Proof
of Claim form. Please read the instructions carefully, fill out the Proof of Claim
form, include all the documents the form asks for, sign it, and mail it to the Claims
Administrator by first class mail, postmarked not later than January 21, 2010.
The Claims Administrator needs all of the information requested in the Proof of
Claim in order to determine what you may be entitled to.
- EXCLUDE YOURSELF FROM THE CLASS – (The Deadline Has Passed) You get no payment. This is the
only option that might allow you to bring an individual lawsuit against the defendants
asserting the legal claims being released in this case, if you have a valid and
timely claim. A written request for exclusion from the Settlement Class, must be
postmarked on or before November 23, 2009, addressed to Tag-It Class Action Settlement,
c/o Rust Consulting, Inc., P.O. Box 2224, Faribault, MN 55021.
Your request to be excluded must be signed and must state: (a) your name, address,
and telephone number; (b) your purchases and sales of Tag-It common stock on the
open market made during the Class Period, including the dates, the number of shares
of Tag-It common stock purchased or sold, the price(s) paid or received per share
of Tag-It common stock for each such purchase or sale, and whether you continue
to hold such Tag-It common stock; (c) the amount or number of shares of Tag-It common
stock held as of the beginning of the Class Period on March 28, 2003; and (d) that
you wish to be excluded from the Class. You cannot exclude yourself on the phone
or by e-mail.
If you ask to be excluded, you will not get any settlement payment, and you cannot
object to the settlement. Also, you will not be legally bound by anything that happens
in this lawsuit, and you would not be prevented by this settlement from suing Defendants
and their Related Parties for the Released Claims in the future. However, if you
exclude yourself and bring your own lawsuit, you would be subject to all the risks
of litigation, including the risk that your lawsuit would be rejected because you
filed it too late. If you do not file your request for exclusion on time, you will
be legally bound by all the proceedings in this Litigation, including all court
orders and judgments in the Litigation, even if you have a lawsuit pending against
the Released Persons that covers Released Claims, or if you subsequently start a
lawsuit or an arbitration or any other proceedings against any of the Released Persons
that are covered by the Released Claims.
- OBJECT – (The Deadline Has Passed) If you are a Class Member (and you have not excluded yourself),
and you want to object to the Settlement or any of its terms, the proposed Plan
of Allocation, the application by Plaintiff’s Counsel for an award of fees and the
reimbursement of expenses, and/or the request for an award to the Lead Plaintiff
under the Private Securities Litigation Reform Act, the Court will consider your
views if you file a proper objection within the deadline below, and according to
the following procedures. To object, you must send a signed letter saying that you
object to the proposed settlement in “Huberman v. Tag-it Pacific Inc., Case No.
2:05 cv 07352 R(Ex) (United States District Court for the Central District of California).”
Your letter must include your name, address, telephone number and your original
signature (no copies). You must also include: (a) a written statement of your objections,
(b) the grounds or the reasons for why you object or desire to appear and be heard,
as well as copies of all documents or any writings that you wish the Court to consider,
(c) whether you intend to present any witnesses; and (d) information about your
purchases, acquisitions and sales of Tag-It common stock made during the Class Period,
including the dates, the number of shares, the price(s) paid or received per share,
and whether you continue to hold such Tag-It common stock.
You must mail such objection, on or before November 23, 2009, to: (1) Clerk of the
Court, United States District Court for the Central District of California, 312
North Spring Street, Room G-19, Los Angeles, CA 90012-4701. You must also send a
copy of what you send to the Court to the following attorneys on or before November
23, 2009:
Marian P. Rosner, Esq.
Wolf Popper LLP
845 Third Avenue
New York, NY 10022
Email: IRRep@wolfpopper.com
Peter Stone, Esq.
Jay Gandhi, Esq.
Paul, Hastings, Janofsky, & Walker LLP
695 Town Center Drive
17th Floor
Costa Mesa, CA 92626
Email: jaygandhi@paulhastings.com
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Lionel Z. Glancy, Esq.
Glancy, Binkow & Goldberg LLP
1801 Avenue of the Stars, Suite 311
Los Angeles, CA 90067
Email: info@glancylaw.com
Howard Privette, Esq.
Paul, Hastings, Janofsky, & Walker LLP
515 South Flower Street
Twenty Fifth Floor
Los Angeles, CA 90071
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FURTHER INFORMATION
Further information regarding the Litigation, the Notice and how to file your claim
may be obtained by contacting the Claims Administrator or reading through the Notice
and Proof of Claim links at the left. You may also contact Class Counsel at the
address listed above.
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