SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 30, 2006
Island Pacific, Inc.
(formerly known as SVI Solutions, Inc.)
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23049 33-0896617
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(Commission File Number) (IRS Employer Identification No.)
19800 MacArthur Boulevard, Suite 1200, Irvine, California 92612
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(Address of Principal Executive Offices) (Zip Code)
(949) 476-2212
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
ITEM 3.02 SALE OF UNREGISTERED SECURITIES
On October 9, 2006 and November 27, 2006, the Company entered into
Amendments and Waiver (the "Amendments") with each of Midsummer Investment, Ltd.
("Midsummer") and Laurus Master Fund, Ltd. ("Laurus") respectively, pursuant to
which, among other things: (1) the secured term notes dated November 17, 2005
(Laurus) and November 16, 2005 (Midsummer) (the "Nov. 2005 Notes") issued to
Laurus and Midsummer were amended and restated to increase their principal
balances by $750,000 (Laurus) and $250,000 (Midsummer), or $1,000,000 in the
aggregate, and to extend their maturity dates until February 28, 2007; (2) the
maturity date of the Secured Term Convertible Note issued to Laurus on July 12,
2004 (the "July 2004 Note") was clarified to be July 12, 2007; (3) the maturity
dates of the Secured Term Convertible Notes issued to Laurus and Midsummer on
June 15, 2005 (the "June 2005 Notes") were clarified to be June 15, 2008; (4)
the maturity date of the 9% Convertible Debenture issued to Midsummer on March
15, 2004 (the "March 2004 Debenture") was extended to February 28, 2007; (5) the
principal portions of the monthly payments due for September 2006 through
February 2007 under the March 2004 Debenture, July 2004 Note and June 2005 Notes
were postponed until the maturity dates under the respective notes; (6) the
Company's obligation to file registration statements pursuant to the
registration rights agreements dated March 15, 2004, July 12, 2004, June 15,
2005 and November 16, 2005 registering the shares issuable to Laurus and
Midsummer upon conversion of the July 2004 Note and the June 2005 Notes, the
shares issuable to Midsummer upon conversion of the March 2004 Debenture and the
shares issuable on exercise of outstanding options and warrants held by
Midsummer and Laurus was changed to require the Company to secure the listing of
its shares of Common Stock on the NASD OTC Bulletin Board by January 1, 2007;
and (7) Midsummer and Laurus waived certain rights under the foregoing
agreements and related agreements. In exchange for Laurus and Midsummer agreeing
to the foregoing, the Company issued Laurus and Midsummer additional options,
expiring March 21, 2016, to purchase an aggregate of Two Million Two Hundred
Seventy-Five Thousand (2,275,000) shares of the Company's common stock for One
Cent ($0.01) per share (the "Options"). The Company will use the proceeds of the
foregoing transaction for working capital and other purposes.
The Company's additional obligations under the Nov. 2005 Notes are
secured by a second priority security interest in all of the Company's assets in
favor of Laurus and Midsummer, which is pari passu as between Laurus and
Midsummer. The Company's obligations are also guaranteed by its subsidiaries.
Laurus' security interest is governed by the Security Agreement, Stock Pledge
Agreement and Subsidiary Guaranty that the Company executed in connection with
the sale of the July 2004 Note to Laurus. Midsummer's security interest is
governed by the Security Agreement and Subsidiary Guaranty that the Company
executed in connection with the sale of the June 2005 Note to Midsummer.
The Options and the amended Nov. 2005 Notes were issued without
registration pursuant to the exemption provided under Section 4(2) of the
Securities Act of 1933, as amended, and Regulation D thereunder.
Forms of the Amendments and the Options are attached hereto as
exhibits.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibit No. Description
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10.1 Form Amendment and Waiver
10.2 Form of Option
SIGNATURES
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 hereto duly authorized.
Island Pacific, Inc.
Date: November 30, 2006 By: /s/ Barry Schechter
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Name: Barry Schechter
Title: Chief Executive Officer