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): August 9, 2007 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR Effective as of August 9, 2007, our Board of Directors amended Sections 2.07(a) and 2.08 of Article II of Tarrant Apparel Group's Restated Bylaws to provide for the issuance, recordation and transfer of uncertificated shares. Section 2.07(a) and 2.08 of Article II of our Bylaws previously only contemplated the issuance, recordation and transfer of certificated shares. The full text of our Bylaws, as amended, is filed as an exhibit to this report. 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. 3.2 Restated Bylaws. (Incorporated by Reference to the Registrant's Registration Statement on Form S-1 filed on May 4, 1995.) 3.3 Amendment to Restated Bylaws of Tarrant Apparel Group, dated August 9, 2007. 2 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: August 9, 2007 By: /s/ David Burke ---------------------------------------- David Burke, Chief Financial Officer 3