SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
INNOVO GROUP INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
457954 50 1
(CUSIP Number)
Bradley T. White
Innovo Group Inc.
1808 North Cherry Street
Knoxville, Tennessee 37917
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 1 Pages)
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1 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 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)
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CUSIP No. 457954 50 1 13D Page 2 of Pages
1 NAME OF REPORTING PERSONS Mr. Joseph Mizrachi
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
Mr. Simon Mizrachi
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC and AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Both reporting persons are
United States citizens.
7 SOLE VOTING POWER
NUMBER OF SHARES Mr. Joseph Mizrachi:
1. 435,000 shares of common stock (includes 10,000 shares of common stock owned by
the wife of Joseph Mizrachi, Cheryl Mizrachi, through CJ Rahm, LP)
2. 391,000 warrants to purchase shares of common stock (includes 16,000 warrants
owned by the wife of Joseph Mizrachi, Cheryl Mizrachi through CJ Rahm, LP)
Mr. Simon Mizrachi:
1. 458,750 shares of common stock (includes 52,500 shares owned indirectly through CJ
Rahm, LP)
2. 409,000 warrants to purchase shares of common stock (includes 86,000 warrants
owned indirectly through CJ Rahm, LP)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
Mr. Joseph Mizrachi:
1. 826,000
Mr. Simon Mizrachi:
1. 867,750
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Mr. Joseph Mizrachi:
1. 826,000
Mr. Simon Mizrachi:
1. 867,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Mr. Joseph Mizrachi:
1. 7.1%
Mr. Simon Mizrachi:
1. 7.5%
14 TYPE OF REPORTING PERSON*
IN and BD
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Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.10 per
share, of Innovo Group Inc., a Delaware Corporation (the "Company"). The Company
has its principal executive offices at 1808 Northj Cherry Street, Knoxville,
Tennessee 37917.
Item 2. Identity and Background.
This statement is being filed by Mr. Joseph Mizrachi ("Joseph") and Mr.
Simon Mizrachi ("Simon"). Joseph and Simon are brothers. Joseph's principal
occupation is a financier. Simon's principal occupation is a financier. Both
Joseph and Simon are registered broker dealers. Joseph and Simon's business
address is 6971 N. Federal Hwy, # 203, Boca Raton, FL 33487.
During the past five years, neither Joseph nor Simon has been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result thereof 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. Both Joseph and Simon are United States
citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Joseph used working capital and funds from an affiliate of $348,000 to
acquire 435,000 shares of common stock and 391,000 warrants to purchase shares
of common stock at a price of $2.00 per share.
Simon used working capital and funds from an affiliate of $367,000 to
acquire 458,750 shares of common stock and 409,000 warrants to purchase shares
of common stock at a price of $2.00 per share.
These shares were purchased from the Company. In the event Joseph or Simon
determine to purchase additional shares of the Company's common stock, it is
currently contemplated that they will use the same respective funds.
Item 4. Purpose of Transaction.
On or about October 31, 2000, the Company entered into an agreement with
private investors, including, Joseph and Simon, to issue an aggregate of
2,125,000 shares of the Company's common stock and 1,700,000 warrants to
purchase shares of common stock. One-half of the shares were issued on signing
of this agreement and the other one-half will be issued on or about November 30,
2000.
Except as described above, neither Joseph nor Simon have any present plans or
proposals which relate to or would result in:
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(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i) A class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
On or about October 31, 2000, in a private transaction, Joseph acquired
435,000 and for $0.80 per share and 391,000 warrants to purchase shares of
common stock.
On or about October 31, 2000, in a private transaction, Simon acquired
458,750 and for $0.80 per share and 409,000 warrants to purchase shares of
common stock.
Under the rules and regulations of the Securities and Exchange Commission,
Joseph and Simon beneficially owned 826,000 (7.1%) and 867,750 (7.5%) shares of
the Company's common stock. Of these shares beneficially owned as of October 31,
2000, Joseph and Simon have warrants to purchase 391,000 and 409,000 shares of
the Company's common stock, respectively.
The percentage of outstanding shares of common stock set out above are
computed based on 11,596,265 shares of common stock outstanding as of October
31, 2000. The outstanding share amount does not include the shares issued to
Joseph and Simon.
During the period beginning 60 days prior to October 31, 2000 and through
the date of filing of this statement, Joseph and Simon did not enter into any
transaction to purchase or sell the Company's common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Joseph and Simon are brothers.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURES
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
accurate.
October 31, 2000 /s/ Joseph Mizrachi
Joseph Mizrachi
/s/ Simon Mizrachi
Simon Mizrachi
