UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
INNOVO GROUP INC.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
457954600
(CUSIP Number)
Samuel J. Furrow, Jr.
Innovo Group Inc.
5804 East Slauson Avenue
Commerce, California 90040
(323) 725-5516
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 2005
(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 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 Rule 240.13d-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 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 ("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 page(s)
Page 1 of 10 Pages
1 Names 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 (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 385,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 385,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
385,800
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
1.29%
14 Type of Reporting Person (See Instructions)
OO
Page 3 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
AZTECA PRODUCTION INTERNATIONAL, INC.
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
6 Check 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 3,713,387
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,713,387
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,713,387
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
12.38%
14 Type of Reporting Person (See Instructions)
OO
Page 4 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
HUBERT GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
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
7 Sole Voting Power
Number of 1,837,287
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,837,287
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,837,287
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
6.12%
14 Type of Reporting Person (See Instructions)
IN
Page 5 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PAUL GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
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
7 Sole Voting Power
Number of 3,609,105
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,609,105
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,609,105
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
12.03%
14 Type of Reporting Person (See Instructions)
IN
Page 6 of 10 Pages
This Amendment No. 8 to Schedule 13D relates to shares of
Common Stock, par value $0.10 per share (the "Shares") of Innovo
Group, Inc. (the "Issuer"). This Amendment No. 8 supplementally
amends the initial statement on Schedule 13D, dated November 30,
2000 (the "Initial Statement") and Amendment No. 1 to Schedule
13D, dated July 11, 2003 and filed on October 29, 2003
("Amendment No. 1"), Amendment No. 2 to Schedule 13D, dated
September 18, 2003 and filed on December 18, 2003, ("Amendment
No. 2"), Amendment No. 3 to Schedule 13D, dated September 18,
2003 and filed on January 20, 2004 ("Amendment No. 3"), Amendment
No. 4 to Schedule 13D, dated March 5, 2004 and filed on March 9,
2004 ("Amendment No. 4"), Amendment No. 5 to Schedule 13D, dated
April 2, 2004 and filed on April 28, 2004 ("Amendment No. 5"),
Amendment No. 6 to Schedule 13D, dated April 29, 2004 and filed
on May 11, 2004 ("Amendment No. 6"), and Amendment No. 7 to
Schedule 13D, dated May 13, 2004 and filed on May 18, 2004
("Amendment No. 7") filed by the Reporting Persons (as defined
herein). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Commerce Investment Group, LLC ("Commerce");
ii) Azteca Production International, Inc. ("Azteca")
iii) Mr. Hubert Guez ("Mr. Hubert Guez"); and
iv) Mr. Paul Guez ("Mr. Paul Guez").
This Statement relates to the Shares held for the accounts
of Commerce, Azteca, S.H.D. Investments, LLC, a California
limited liability company ("SHD"), Integrated Apparel Resources,
LLC, a California limited liability company ("Integrated"), and
Mr. Hubert Guez.
Item 5. Interest in Securities of the Issuer.
On January 19, 2005, Mr. Paul Guez, on behalf of shares
held solely by him for the account of Commerce and SHD, commenced
a series of certain sales of Shares of stock of the Issuer. In
February 2005, Mr. Hubert Guez, on behalf of shares held solely
by him for the account of Commerce and Azteca, commenced a series
of certain sales of Shares of stock of the Issuer. The sale of
Shares by Mr. Paul Guez and Mr. Hubert Guez resulted in the
change, in the aggregate, in more than 1% of the Shares held by
Commerce prior to the commencement of the sales. As a result of
these sales and in order to comply with the Securities Exchange
Act of 1934, as amended, the Reporting Persons wish to reflect
these changes herein.
As a result, the text of Item 5 of Amendment No. 7 is
deleted in its entirety and is replaced with the following:
The Reporting Persons have been informed that there
were 29,998,768 Shares outstanding as of February 23, 2005,
according to the Annual Report on Form 10-K filed by the Issuer
on February 25, 2005.
Page 7 of 10 Pages
(a) (i) Commerce may be deemed the beneficial owner
of 385,800 Shares (approximately 1.29% of the total number of
Shares outstanding assuming the exercise of warrants held for its
account). This number consists of A) 85,800 Shares held for its
account, and B) 300,000 Shares issuable upon the exercise of
warrants held for its account. Mr. Hubert Guez may be deemed to
have the sole power to direct the voting and disposition of the
following Shares on behalf of Commerce: A) 300,000 Shares
issuable upon the exercise of warrants held for the account of
Commerce. Mr. Paul Guez may be deemed to have the sole power to
direct the voting and disposition of the following Shares on
behalf of Commerce: A) 85,800 Shares held for the account of
Commerce.
(ii) Azteca may be deemed the beneficial owner of
3,713,387 Shares (approximately 12.38% of the total number of
Shares outstanding). This number consists of A) 1,513,387 Shares
held for its account of which Mr. Hubert Guez may be deemed to
have the sole power to direct the voting and disposition of such
Shares on behalf of Azteca, and B) 2,200,000 Shares held for its
account of which Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of such Shares on
behalf of Azteca.
(iii) Mr. Hubert Guez may be deemed the
beneficial owner of 1,837,287 Shares (approximately 6.12% of the
total number of Shares outstanding and assuming the exercise of
warrants held for the account of Commerce). This number consists
of A) 23,900 Shares held for his personal account, B) 300,000
Shares issuable upon the exercise of warrants held for the
account of Commerce, of which Mr. Hubert Guez may be deemed to
have the sole power to direct the voting and disposition of such
Shares, and C) 1,513,387 Shares held for the account of Azteca,
of which Mr. Hubert Guez may be deemed to have the sole power to
direct the voting and disposition of such Shares.
(iv)Mr. Paul Guez may be deemed the beneficial
owner of 3,609,105 Shares (approximately 12.03% of the total
number of Shares outstanding). This number consists of A)
174,101 Shares held for the account of SHD, of which Mr. Paul
Guez may be deemed to have the sole power to direct the voting
and disposition of such Shares, B) 2,200,000 Shares held for the
account of Azteca, of which Mr. Paul Guez may be deemed to have
the sole power to direct the voting and disposition of such
Shares, C) 1,149,204 Shares held for the account of Integrated,
of which Mr. Paul Guez may be deemed to have the sole power to
direct the voting and disposition of such Shares, and D) 85,800
Shares held for the account of Commerce, of which Mr. Paul Guez
may be deemed to have the sole power to direct the voting and
disposition of such Shares.
(b) (i) Commerce, through Mr. Hubert Guez, may be
deemed to have sole power to direct the voting and disposition of
the 300,000 Shares held for its account (assuming the exercise of
warrants held for the account of Commerce) and through Mr. Paul
Guez, may be deemed to have sole power to direct the voting and
disposition of the 85,800 Shares held for its account.
(ii) Azteca, through Mr. Paul Guez, may be deemed
to have sole voting power to direct the voting and disposition of
2,200,000 Shares held for its account and through Mr. Hubert
Guez, may be deemed to have the sole voting and disposition of
the 1,513,387 Shares held for its account.
(iii) Mr. Hubert Guez may be deemed to have
the sole power to direct the voting and disposition of the A)
23,900 Shares held for his personal account, B) 300,000 Shares
held for the account of Commerce (assuming the exercise of
warrants held for the account of Commerce) and C) 1,513,387
Shares held for the account of Azteca.
(iv) Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of the A) 2,200,000
Shares held for the account of Azteca; B) 174,101 Shares held for
the account of SHD, C) 1,149,204 Shares held for the account of
Integrated, and D) 85,800 Shares held for the account of
Commerce.
Page 8 of 10 Pages
(c) (i) The following transactions in Common Stock were
effected by Mr. Paul Guez in the past 60 days, on behalf of
Commerce's Shares that he may be deemed to have the sole power to
direct the voting and disposition and the right to receive the
proceeds from the sale of such Shares, and are noted below.
Except as otherwise stated herein, there have been no
transactions effected with respect to the Shares in the past 60
days that represented a change in greater than 1% of the Shares
by any of the Reporting Persons. Immediately prior to the sales
of the Shares, Mr. Paul Guez may have been deemed to have the
sole power to direct the voting and disposition of 698,622 Shares
held for the account of Commerce. All such sales have been
previously reported on a Form 4 by Mr. Paul Guez.
Dates Number of Transaction Price per Where and How
----- Shares ----------- Share Transaction
------ ----- Effected
--------
1/19/2005 612,822 Sale From $3.26 Open Market
to to $5.44 Sales of
3/11/2005 securities
registered
for resale
(ii) The following transactions in Common Stock were
effected by Mr. Hubert Guez in the past 60 days, on behalf of
Commerce's Shares that he may be deemed to have the sole power to
direct the voting and disposition and the right the receive the
proceeds from the sale of such Shares, and are noted below.
Except as otherwise stated herein, there have been no
transactions effected with respect to the Shares in the past 60
days that represented a change in greater than 1% of the Shares
by any of the Reporting Persons. Immediately prior to the sales
of the Shares, Mr. Hubert Guez may have been deemed to have the
sole power to direct the voting and disposition of 707,928 Shares
held for the account of Commerce. Neither Commerce, nor Hubert
Guez is subject to the reporting requirements of Section 16 and
accordingly, such sales did not need to be reported on a Form 4.
Dates Number of Transaction Price per Where and How
----- Shares ----------- Share Transaction
------ ----- Effected
--------
2/01/2005 707,928 Sale From $3.51 Open Market
to to $4.68 Sales of
2/22/2005 securities
registered
for resale
(iii) The following transactions in Common Stock have been
contractually agreed to by Mr. Hubert Guez, on behalf of Azteca's
Shares that he may be deemed to have the sole power to direct the
voting and disposition and the right the receive the proceeds
from the sale of such Shares, and are noted below in the past 60
days. Except as otherwise stated herein, there have been no
transactions effected with respect to the Shares in the past 60
days that represented a change in greater than 1% of the Shares
by any of the Reporting Persons. Immediately prior to the sales
of the Shares, Mr. Hubert Guez may have been deemed to have the
sole power to direct the voting and disposition of 1,625,000
Shares held for the account of Azteca. Mr. Hubert Guez intends
to transfer the Shares listed in this section, and is
contractually obligated to transfer such shares, as soon as
practicable, after the date of this filing.
Dates Number of Transaction Price per Where and How
----- Shares ----------- Share Transaction
------ ----- Effected
--------
3/15/2005 111,613 other n/a Privately
disposition negotiated
transfer for
non-cash
consideration
Page 9 of 10 Pages
(iv) The following transactions in Common Stock have been
contractually agreed to by Mr. Paul Guez, on behalf of SHD's
Shares that he may be deemed to have the sole power to direct the
voting and disposition and the right the receive the proceeds
from the sale of such Shares, and are noted below in the past 60
days. Except as otherwise stated herein, there have been no
transactions effected with respect to the Shares in the past 60
days that represented a change in greater than 1% of the Shares
by any of the Reporting Persons. Immediately prior to the sales
of the Shares, Mr. Paul Guez may have been deemed to have the
sole power to direct the voting and disposition of 285,714 Shares
held for the account of SHD. Mr. Paul Guez intends to transfer
the Shares listed in this section, and is contractually obligated
to transfer such shares, as soon as practicable, after the date
of this filing.
Date Number of Transaction Price per Where and How
---- Shares ----------- Share Transaction
------ ----- Effected
--------
3/15/2005 111,613 other n/a Privately
disposition negotiated
transfer for
non-cash
consideration
(d) (i) The shareholders of Commerce, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Commerce only in accordance
with their right to exercise voting and investment control over
the shares so held by such person for the account of Commerce.
(ii) The shareholders of Azteca, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Azteca only in accordance with
their right to exercise voting and investment control over the
shares so held by such person in Azteca.
(iii) The shareholders of Integrated,
including Mr. Hubert Guez and Mr. Paul Guez, have the right to
participate in the receipt of dividends from, or proceeds from
the sales of, the securities held for the account of Integrated
only in accordance with their right to exercise voting and
investment control over the shares so held by such person in
Integrated.
(iv) The shareholders of SHD, including Mr. Paul
Guez, have the right to participate in the receipt of dividends
from, or proceeds from the sales of, only in accordance with
their right to exercise voting and investment control over the
shares so held by such person in SHD.
(e) Commerce ceased to be a beneficial owner of more
than 5% of the Shares on or about February 22, 2005.
Page 10 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: March 15, 2005 COMMERCE INVESTMENT GROUP, LLC
By: /s/ Hubert Guez
---------------
Hubert Guez
Co-owner
Date: March 15, 2005 AZTECA PRODUCTION INTERNATIONAL, INC.
By: /s/ Hubert Guez
---------------
Hubert Guez
Joint-owner
Date: March 15, 2005 HUBERT GUEZ
By: /s/ Hubert Guez
---------------
Hubert Guez
Date: March 15, 2005 PAUL GUEZ
By: /s/ Paul Guez
-------------
Paul Guez