Table of Contents

~~Table~~SECURITIES ofAND EXCHANGE ~~Contents~~COMMISSION

~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION~~ WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event~~1934 ~~reported): September 28, 2001~~

~~PACER~~Date ~~TECHNOLOGY (Exact name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): April 7, 2003

California	0-8864	77-0080305
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

PACER TECHNOLOGY

(Exact Name of Registrant as Specified in Charter)

~~9420 Santa Anita Avenue Rancho Cucamonga,~~ California ~~91730~~ (~~Address~~State ofor ~~principal~~Other ~~executive~~Jurisdiction ~~offices~~of Incorporation)

(909) 987-0550 (Registrant’s telephone number, including area code)

0-8864		77-0080305
(Commission File No.)		(IRS Employer Identification No.)

~~Not~~9420 ~~applicable. (Former~~Santa ~~name~~Anita orAvenue, ~~former~~Rancho ~~address,~~Cucamonga ifCalifornia ~~changed~~91730 ~~since~~(Address ~~last~~of ~~report.~~Principal Executive Offices and Zip Code)

~~TABLE~~Registrant’s OFtelephone ~~CONTENTS~~number, including area code: (909) 987-0550

	Item 2. Acquisition or Disposition of Assets
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2

Not Applicable

(Former Name or Former Address if Changed Since Last Report

~~Table~~Item 5. Other ofEvents ~~Contents~~and Regulation FD Disclosure.

~~Forward~~On ~~Looking~~April ~~Information~~7, 2003, Pacer Technology, a California corporation (“Pacer” or the “Company”), announced that it has received a preliminary proposal from CYAN Investments, LLC (“CYAN”), to acquire all of the outstanding shares of common stock of Pacer not already owned by CYAN for $6.00 per share in cash. CYAN has informed Pacer that its proposal will expire if it is not accepted by April 23, 2003. A copy of such press release is attached hereto as Exhibit 99.1 and by this reference made a part hereof. According to a filing made by CYAN with the Securities and Exchange Commission, Cyan is owned by E.T. Gravette, a former member of the Board of Directors of Pacer, and G. Jeffrey Records, Jr. and currently beneficially owns 749,260 shares, or 25.7%, of Pacer’s common stock.

~~This~~As ~~Report~~was ~~contains~~reported ~~“forward-looking statements” as defined~~ in ~~the~~Pacer’s ~~Private Securities~~press ~~Litigation~~release, ~~Reform~~Pacer’s ~~Act~~Board of ~~1995.~~Directors ~~Forward-looking~~has ~~statements~~formed ~~are estimates~~a ~~of,~~Special orCommittee ~~statements~~comprised ~~about~~solely ~~our~~of ~~expectations~~independent ~~or beliefs regarding~~directors, ~~our future~~who ~~financial performance that~~ are ~~based~~Carl onE. ~~current~~Hathaway ~~information~~ and ~~that~~John ~~are subject~~G. toHockin, ~~a number of risks and uncertainties that could cause our actual~~II, ~~operating results in the future~~ to ~~differ~~review ~~significantly from those expected at~~ the ~~current~~CYAN ~~time,~~proposal ~~including the risks~~ and ~~uncertainties~~consider ~~described~~courses inof ~~the~~action ~~Pacer Technology~~that ~~Annual~~might ~~Report~~be onavailable ~~Form 10-K~~to ~~for~~Pacer ~~its~~as ~~fiscal~~alternatives ~~year~~to ~~ended June 30,~~that ~~2001,~~proposal. ~~filed with the Securities and Exchange Commission~~Mr. ~~Due~~Hathaway towill ~~those~~serve ~~and~~as ~~other possible~~Chairman ~~uncertainties~~of ~~and risks, readers are cautioned not to place undue reliance on~~ the ~~forward-looking statements contained in this Report~~Committee, which ~~speak~~ ~~only~~will asbe ofretaining ~~the~~an ~~date~~investment ofbanking ~~this~~firm ~~Report.~~to Weprovide financial ~~also~~advisory ~~disclaim~~services ~~any obligation~~ to ~~update~~ ~~forward-looking~~it ~~statements~~in ~~contained~~connection inwith ~~this~~its ~~Report~~review.

Item 2 7. Financial ~~Acquisition~~Statements orand ~~Disposition~~Exhibits. ~~of Assets~~

On September 28, 2001, Pacer Technology consummated the sale of its Cook Bates product line, which consists of personal care manicure implements, seasonal gift sets and Halloween merchandise, to The W.E. Bassett Company. The sale was made pursuant to a definitive Agreement (~~the “Sale Agreement”~~c), ~~which, as previously reported, had been entered into, by Pacer and The W~~Exhibits.~~E. Bassett Company on August 24, 2001.~~

The ~~Sale~~following ~~Agreement~~exhibit ~~provided~~is ~~for~~filed aas ~~sales~~part ~~price~~ of ~~$5.5 million~~this in cash, subject to adjustment for changes in the Cook Bates inventories that occurred between August 24, 2001 and September 28, 2001. As so adjusted, the final sales price received by Pacer was $5,340,986 in cash. Under the terms of the Sale Agreement, Pacer has retained the outstanding Cook Bates account receivables and currently expects to realize between $3 and $4 million of additional cash from the collection of those receivables, net of retained Cook Bates liabilities. The sales price and other terms of the sale were the result of arms-length negotiation between Pacer and The W.E. Bassett Company. report:

~~The~~Exhibit ~~Company issued a press release on October~~ 99.1,: ~~2001~~Press ~~announcing~~Release ~~the completion~~dated ofApril ~~the sale of the Cook Bates product line~~7, ~~a copy of which press release is attached hereto as Exhibit 99~~2003.2.

~~Item 7.~~2 ~~Financial Statements, Pro Forma Financial Information and Exhibits~~

~~(a) Financial Statements. Not Applicable (b) Pro Forma Financial Statements. See Exhibit 99.1 (c) Exhibits.~~SIGNATURES

99.1		Pro Forma Financial Statements
99.2		Press Release issued on October 1, 2001 announcing the completion of the sale of the Cook Bates product line.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PACER TECHNOLOGY

Date: April 8, 2003	By:	/s/ Laurence R. Huff
		Laurence R. Huff Chief Financial Officer

~~Table~~3 ~~of Contents~~

~~SIGNATURES~~INDEX TO EXHIBITS

~~Pursuant~~Exhibit ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~No.

	PACER TECHNOLOGY
EXHIBIT		DESCRIPTION
Date: October 11, 2001	By	/s/ LAURENCE HUFF
99.1		Press Release issued on April 7, 2003 announcing receipt of an acquisition proposal from CYAN Investment LLC, an investment group led by E. T. Gravette, a former board member of the Company.
		Laurence Huff, Chief Financial Officer

SE-1

INDEX TO EXHIBITS

E-1

Sequential

Exhibit No.

Pro Forma Financial Statements

Press Release issued on October 1, 2001 announcing completion of the sale of the Cook Bates Product Line

Filing Compare · PACER TECHNOLOGY