SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
AMENDMENT NO. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
Tag-It Pacific, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
873774 10 3
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(CUSIP Number)
Commerce Investment Group, LLC
5804 East Slauson Avenue
Commerce, California 90040
323-890-9660
With a copy to:
Murray Markiles, Esq.
Stubbs Alderton & Markiles, LLP
15821 Ventura Boulevard, Suite 525
Encino, California 91436
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 6, 2003
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(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 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 on 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 (the "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).
(Continued on following pages)
Page 1 of 5
CUSIP No. 873774 10 3 13D/A Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Commerce Investment Group, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 350,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 350,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Beneficial ownership percentages set forth herein assume that at September 17,
2003, there were 11,454,909 shares of the Issuer's Common Stock outstanding.
CUSIP No. 873774 10 3 13D/A Page 3 of 5 Pages
This Amendment No. 1 to Schedule 13D (this "Statement") amends and
restates Items 4 and 5 of Schedule 13D previously filed by Commerce Investment
Group, LLC ("Commerce") (filed with the Securities and Exchange Commission on
April 25, 2001) as follows:
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of Schedule 13D is hereby amended and restated in its entirety
as follows:
The purpose of this Statement is to report the disposition of shares of
the Company's Common Stock by Commerce.
Commerce originally acquired 1,000,000 shares of the Company's Common
Stock pursuant to the terms and conditions of the Supply Agreement and other
related agreements described in Item 6 of Commerce's original Schedule 13D
(filed with the Securities and Exchange Commission on April 25, 2001). Commerce
acquired the Company's Common Stock for investment purposes.
On August 6, 2003, Commerce sold 250,000 shares of the Company's Common
Stock at $4.00 per share in a private transaction.
On August 8, 2003, Commerce transferred 250,000 shares of the Company's
Common Stock to a trust (the "Trust") administered by the Commerce Manager's
brother (the "Brother") for the benefit of the Brother's children. Commerce does
not have or share voting or dispositive power over any of the shares held by the
Trust.
On October 6, 2003, Commerce sold 150,000 shares of the Company's
Common Stock at $4.00 per share in a private transaction.
As a result of the foregoing transactions, Commerce no longer holds
over five percent (5%) of the Company's Common Stock.
Commerce currently has no plans or proposals to dispose of the
remaining shares of its Company Common Stock, provided, however, that depending
on market and other factors, in the future, Commerce may determine to dispose of
some or all of its remaining Company Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) As of October 6, 2003, Commerce is the beneficial owner of 350,000
shares of Company Common Stock, or approximately 3.1% of the total Common Stock
outstanding. The beneficial ownership percentage set forth herein is based on
11,454,909 shares of the Company's Common Stock outstanding as of September 17,
2003, as reported on the Company's Amendment No. 2 to Form S-3, filed with the
Securities and Exchange Commission on September 18, 2003. The Commerce Manager
disclaims any beneficial ownership of the shares held by Commerce except
CUSIP No. 873774 10 3 13D/A Page 4 of 5 Pages
to the extent of his pecuniary interest therein. The Commerce Manager does not
directly beneficially own any shares of the Company.
(b) Commerce must vote or direct the vote and dispose or direct the
disposition of its shares of the Company's Common Stock in accordance with the
terms and conditions of a Voting Agreement and Right of First Refusal and Sale
Agreement, each described in Item 6 of Commerce's original Schedule 13D (filed
with the Securities and Exchange Commission on April 25, 2001).
(c) Except as set forth herein, Commerce has not engaged in any
transactions in the Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Commerce ceased to be the beneficial owner of more than five percent
(5%) of the Company's Common Stock on August 8, 2003.
CUSIP No. 873774 10 3 13D/A Page 5 of 5 Pages
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: October 9, 2003
Commerce Investment Group, LLC
By: /s/ Hubert Guez
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Hubert Guez, Manager
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statements, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).