SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
FEBRUARY 8, 2000
(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 Section 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 Section 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).
CUSIP No.: 693905101
1) Names of Reporting Persons... Talisman Capital Opportunity Fund 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................................ 990,000
Owned by
Each
Reporting (9) Sole Dispositive Power.............................. 0
Person
With
(10) Shared Dispositive Power.......................... 990,000
11) Aggregate Amount Beneficially Owned by Each
Reporting Person............................................. 990,000
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions).................... __
13) Percent of Class Represented by Amount
in Row 11..................................................... 5.88%
14) Type of Reporting Person (See Instructions)................... CO
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons........ Talisman Capital Opportunity 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............................. 990,000(1)
Owned by
Each (9) Sole Dispositive Power.............................. 0
Reporting
Person
With (10) Shared Dispositive Power....................... 990,000(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................... 990,000(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..................................................... 5.88%
14) Type of Reporting Person (See Instructions)................... CO
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons........................ Geoffrey Tirman(2)
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
Shares
Bene-
ficially (8) Shared Voting Power........................... 1,000,000(2)
Owned by
Each
Reporting (9) Sole Dispositive Power.............................. 0
Person
With
(10) Shared Dispositive Power..................... 1,000,000(2)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person........................................ 1,000,000(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.............. 5.93%
14) Type of Reporting Person (See Instructions)................... IN
<PAGE>
(1) Solely in its capacity as the investment manager of Talisman Capital
Opportunity Fund Ltd.
(2) With respect to 990,000 shares of Common Stock, solely in his capacity
as the sole stockholder of Talisman Capital Opportunity Inc., and with
respect to 10,000 shares of Common Stock, solely in his capacity of the
trustee of the Tirman's Children's Trust u/a dated September 9, 1997
(the "Tirman Trust").
AMENDMENT NO. 3 TO STATEMENT ON SCHEDULE 13D
This statement amends Item 5 of the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") on April 26,
1999, as amended by amendments filed with the Commission on October 29,
1999 and December 27, 1999 (the "Statement") relating to Shares of common
stock, no par value (the "Common Stock") of Pacer Technology (the
"Issuer"). Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively assigned to them in the Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) and (b) Based upon the information contained in the Issuer's Form
10-Q for the fiscal quarter ended September 30, 1999, filed with the
Commission on November 12, 1999, as of September 30, 1999, there were
16,838,975 shares of Common Stock issued and outstanding, and the Reporting
Persons have used this number to determine their individual percentage
interests in the Issuer's Common Stock.
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. Because he is the trustee of
the assets of the Tirman Trust, Geoffrey Tirman may be deemed to
beneficially own the shares of Common Stock owned by the Tirman Trust.
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.
The aggregate number of shares of Common Stock that the Investment
Manager and Talisman may be deemed to own is 990,000, which constitutes
5.88% of the outstanding shares of Common Stock, and the aggregate number
of shares of Common Stock that Geoffrey Tirman may be deemed to own is
1,000,000, which constitutes 5.93% 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.
Geoffrey Tirman, as the trustee of the assets of the Tirman Trust, has the
right to direct the vote and dispose of the Common Stock owned by the
Tirman Trust.
(c) Following is a list of the transactions by the Reporting Persons
in Common Stock within the past sixty days:
REPORTING PERSON DATE TRANSACTION NO. OF SHARES PRICE/SHARE
Talisman 01/18/00 Sale 35,300 $1.03
01/19/00 Sale 5,200 $1.03
01/19/00 Sale 23,300 $1.03
01/20/00 Sale 11,500 $1.00
01/21/00 Sale 10,000 $1.00
01/24/00 Sale 24,500 $1.00
01/25/00 Sale 5,000 $1.00
01/26/00 Sale 70,000 $1.00
01/27/00 Sale 40,500 $1.00
01/28/00 Sale 8,500 $1.00
02/02/00 Sale 1,900 $1.00
02/03/00 Sale 3,000 $1.00
02/04/00 Sale 52,300 $1.02
02/07/00 Sale 55,000 $1.03
02/08/00 Sale 34,300 $1.03
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
owned by such Reporting Person.
(e) 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: February 9, 2000 TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: TALISMAN CAPITAL OPPORTUNITY INC.
By: /S/ GEOFFREY TIRMAN
Name: Geoffrey Tirman
Title: Chief Executive Officer
TALISMAN CAPITAL OPPORTUNITY INC.
By: /S/ GEOFFREY TIRMAN
Name: Geoffrey Tirman
Title: Chief Executive Officer
/S/ GEOFFREY TIRMAN
GEOFFREY TIRMAN
