SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PACER TECHNOLOGY
__________________
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
______________________________
(Title of Class of Securities)
693905101
_____________
(CUSIP Number)
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LA 70170
(504) 582-8000
______________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 15, 1999
______________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of S.S. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See S. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons .................... Talisman Capital Ltd.
I.R.S. Identification Nos. of Above Persons (entities only) .....
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ........................................... _____
(b) ........................................... _____
3) SEC Use Only
4) Source of Funds (See Instructions)............. OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ......................... _____
6) Citizenship or Place of Organization .......... British Virgin
Islands
Number of (7) Sole Voting Power ................... 0
Shares Bene-
ficially (8) Shared Voting Power ................. 857,500
Owned by
Each Reporting (9) Sole Dispositive Power .............. 0
Person
With (10) Shared Dispositive Power ............ 857,500
11) Aggregate Amount Beneficially Owned by Each
Reporting Person ................................ 857,500
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)....... ______
13) Percent of Class Represented by Amount
in Row 11 ....................................... 5.38%
14) Type of Reporting Person (See Instructions) ..... CO
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons ...................... Talisman Capital Inc.
I.R.S. Identification Nos. of Above Persons (entities only) .......
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ............................................. _____
(b) ............................................. _____
3) SEC Use Only
4) Source of Funds (See Instructions)............... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ........................... _____
6) Citizenship or Place of Organization ............ Delaware
Number of (7) Sole Voting Power ................... 0
Shares Bene-
ficially (8) Shared Voting Power ................. 857,500(1)
Owned By
Each Reporting (9) Sole Dispositive Power .............. 0
Person
With (10) Shared Dispositive Power ............ 857,500(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person ................................ 857,500(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ...... ______
13) Percent of Class Represented by Amount
in Row 11 ....................................... 5.38%
14) Type of Reporting Person (See Instructions) ..... CO
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons .................... Geoffrey Tirman
I.R.S. Identification Nos. of Above Persons (entities only) ....
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ........................................... _____
(b) ........................................... _____
3) SEC Use Only
4) Source of Funds (See Instructions) ............ OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ......................... _____
6) Citizenship or Place of Organization .......... United States
Number of (7) Sole Voting Power ................... 0
Sahres Bene-
ficially (8) Shared Voting Power ................. 857,500(2)
Owned by
Each Reporting (9) Sole Dispositive Power .............. 0
Person
With (10) Shared Dispositive Power ............ 857,500(2)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person ................................... 857,500(2)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ......... ______
13) Percent of Class Represented by Amount
in Row 11 .......................................... 5.38%
14) Type of Reporting Person (See Instructions) ........ IN
<PAGE>
(1) Solely in its capacity as the investment manager of Talisman Capital Ltd.
(2) Solely in his capacity as the sole stockholder of Talisman Capital Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, no par value (the "Common
Stock"), of Pacer Technology, a California corporation (the "Issuer"). The
Issuer's principal executive office is located at 9420 Santa Anita Avenue,
Rancho Cucamonga, California 91730.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is being filed by Talisman Capital Ltd., a
corporation formed under the laws of the British Virgin Islands
("Talisman"); Talisman Capital Inc., a Delaware corporation (the
"Investment Manager"); and Geoffrey Tirman (together with Talisman and the
Investment Manager, the "Reporting Persons").
Talisman's principal business is the investment in the securities of
private and public companies. The principal business address of Talisman
is Harbour Centre, 4th Floor, PO Box 61 GT North Church Street, Grand
Cayman, BWI.
Clive Harris is a director of Talisman. The present principal
occupation or employment of Mr. Harris is partner of Paul Harris & Company,
a Cayman Islands firm of Chartered Accountants, and Managing Director of
International Management Services Ltd. The principal business address of
Mr. Harris and International Management Services Ltd is Harbour Centre, 4th
Floor, PO Box 61 GT North Church Street, Grand Cayman, BWI.
Martin Lang is a director of Talisman. The present principal
occupation or employment of Mr.Lang is Company Manager of International
Management Services Ltd. The principal business address of Mr. Lang and
International Management Services Ltd is Harbour Centre, 4th Floor, PO Box
61 GT North Church Street, Grand Cayman, BWI.
The Investment Manager's principal business is the management of the
investment and reinvestment of Talisman's assets. Mr. Tirman is the sole
stockholder of the Investment Manager, and his principal occupation is as
the principal officer of the Investment Manager responsible for such
activities. The principal business address of the Investment Manager and
Mr. Tirman is 16101 LaGrande Drive, Suite 100, Little Rock, Arkansas 72211.
(d) None of the persons or entities named in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons or entities named in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) Geoffrey Tirman is a citizen of the United States.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock which may be deemed beneficially owned by
the Reporting Persons were acquired in open market purchases for cash. The
sources of the funds used to purchase the shares of Common Stock were (i)
investments by the limited partners of Talisman's shareholders and (ii)
proceeds of transactions with respect to prior investments of Talisman.
ITEM 4. PURPOSE OF TRANSACTION.
The securities covered by this statement were acquired by for the
purpose of investment. However, the Reporting Persons are concerned with
the poor performance of the Issuer's stock and, accordingly, have advised
the board of directors of their concern and informed it that they expect
the board to undertake measures that will ensure the Issuer's true value is
reflected in its share price, including the following:
(1) Consider and develop strategic policies and proposals intended to
enhance stockholder value in the long or short term including, without
limitation, (a) proposals for sale, merger or other strategic restructuring
of the Issuer, (b) sale of substantially all of the Issuer's assets, (c)
divestiture of certain product lines in order to focus management's efforts
on the remaining product lines, or (d) a purchase by the Issuer of shares
of its stock, either through a tender offer or on the open market.
(2) Engage advisors to advise and assist the board of directors,
which advisors may include, among others, an investment banking firm that
will pursue strategic combinations for the Issuer.
(3) Review the performance of the senior management, and make such
changes as are necessary to take advantage of available opportunities and
to meet challenges in order to keep pace with changes in the industries
that the Issuer serves.
(4) Utilize the Issuer's resources in a more efficient manner in an
effort to grow the Issuer's earnings per share to match its growth in net
revenues.
The Reporting Persons intend to continue to evaluate the investment in
Common Stock based on the Issuer's financial condition, results of
operations and prospects as well as other then existing or anticipated
facts or circumstances, including general economic, market and other
financial conditions. Accordingly, the Reporting Persons reserve the right
to change their plans and intentions with respect to the investment in
Common Stock at any time, as they deem appropriate. In particular, the
Reporting Persons may, at any time and from time to time acquire or dispose
of additional shares of Common Stock. There can be no assurance that the
Reporting Persons will increase or decrease their investment in the Issuer.
The Reporting Persons reserve the right to exercise any and all of
their respective rights as a stockholder of the Issuer in a manner
consistent with their equity interest.
Except as described in this Item 4 or elsewhere in this Schedule 13D,
the Reporting Persons currently have no plans or intentions which would
result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
<PAGE>
Because the Investment Manager is the sole investment manager with
regard to Talisman's assets, the Investment Manager may be deemed to
beneficially own the shares of Common Stock beneficially owned by Talisman.
Because Geoffrey Tirman is the sole stockholder of the Investment Manager,
he may be deemed to beneficially own the shares of Common Stock deemed
beneficially owned by the Investment Manager. Geoffrey Tirman and the
Investment Manager disclaim beneficial ownership of the Common Stock
beneficially owned by Talisman except to the extent of their actual
individual pecuniary interest therein.
Based upon the information contained in the Issuer's Form 10-Q for the
quarter ended December 31, 1998 that there were 15,939,475 shares of Common
Stock issued and outstanding as of December 31, 1998, each Reporting Person
may be deemed to own 5.38% of the outstanding shares of Common Stock.
The Investment Manager, as the manager of the assets of Talisman, has
the right to direct the vote of and dispose of the Common Stock
beneficially owned by Talisman. Geoffrey Tirman, as the sole stockholder
of the Investment Manager, has the right to direct the vote of and dispose
of the Common Stock deemed beneficially owned by the Investment Manager.
Following is a list of the transactions by the Reporting Persons in
Common Stock within the past sixty days:
DATE TRANSACTION NO. OF SHARES PRICE/SHARE
2/26/99 Purchase 2,500 $1.249
3/10/99 Purchase 37,500 $1.126
3/12/99 Purchase 5,000 $1.155
3/15/99 Purchase 48,600 $1.155
3/16/99 Purchase 31,000 $1.0625
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Items 3 and Item 5 of this Schedule 13D, none
of the Reporting Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, the transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: March 18, 1999 TALISMAN CAPITAL LTD.
By: TALISMAN CAPITAL INC.
By: /s/ Geoffrey Tirman
___________________________________
Name: Geoffrey Tirman
Title: Chief Executive Officer
TALISMAN CAPITAL INC.
By: /s/ Geoffrey Tirman
___________________________________
Name: Geoffrey Tirman
Title: Chief Executive Officer
/s/ Geoffrey Tirman
____________________
GEOFFREY TIRMAN
