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): December 28, 2007
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.
The information set forth below under Item 2.01 is hereby incorporated by
reference into this Item 1.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously disclosed in a Current Report on Form 8-K filed by Island Pacific,
Inc. (the "Company") on November 1, 2007, the Company, on the one hand, and 3Q
Holdings Limited , Island Pacific (UK) Limited Company, and Applied Retail
Solutions, Inc. (collectively, "Buyer"), on the other hand, entered into an
Asset Purchase Agreement (the "Asset Purchase Agreement") pursuant to which
Buyer agreed to purchase from the Company all of the assets of the Company used
in connection with the Company's Island Pacific Merchandising Solutions (IPMS)
division (the "Division"), including the "Island Pacific" name and related
trademarks, service marks, trade names and all goodwill associated with the name
"Island Pacific" (the "Acquisition").
On December 20, 2007, the Company and Buyer entered into an Amending Deed to the
Asset Purchase Agreement pursuant to which the parties agreed to amend the Asset
Purchase Agreement. The Amending Deed, among other things: (a) revised certain
provisions for adjustment to the purchase price; (b) modified the closing
deliveries of the parties; and (c) modified certain other rights and obligations
of the Company and Buyer in connection with the Acquisition. The Asset Purchase
Agreement and the Amending Deed are referred to together herein as the
"Acquisition Agreement."
Pursuant to the terms of the Acquisition Agreement, the Acquisition was
consummated on December 21, 2007 (the "Closing"). Pursuant to the terms of the
Acquisition Agreement, the total purchase price was $16 million, $3 million of
which was provided through seller financing, resulting in a cash purchase price
of $13 million. After adjustment for cash previously received by the Company,
net cash received from Buyer at the Closing totaled $10,872,642. A portion of
the net proceeds from the sale were used to reduce the Company's outstanding
senior secured indebtedness and convertible notes and the remainder will be used
for working capital.
In addition, pursuant to the terms of the Acquisition Agreement, the Company and
Buyer entered into the following agreements at Closing:
o Bill of Sale;
o Transition Services Agreement;
o Assignment and Assumption Agreement; and
o Trademark Assignment Deed.
The foregoing description of the Asset Purchase Agreement does not purport to be
complete and is qualified in its entirety by the Asset Purchase Agreement
attached as Exhibit 2.1 to the Prior Report. The foregoing description of the
Amending Deed does not purport to be complete and is qualified in its entirety
by reference to the copy of the Amending Deed which is filed as Exhibit 2.2 to
this Current Report and incorporated herein by this reference.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company issued a press release on December 28, 2007 regarding the Closing, a
copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This report and the press release attached to this Form 8-K contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Forward-looking statements are statements other than historical
information or statements of current condition and relate to matters such as
future financial performance, future operational performance, the anticipated
impact of specific items on future earnings, and our plans, objectives and
expectations. Some forward-looking statements may be identified by use of terms
such as "expects," "anticipates," "intends," "estimates," "believes,"
"projects," "should," "will," "plans" and similar words.
Forward-looking statements involve known and unknown risks and uncertainties
that could cause actual results and events to differ materially from those
projected. These forward looking statements include but are not limited to
comments with respect to the objectives and strategies of the Company,
application of proceeds, our ability to further develop and promote the Retail
Pro(R) product line, further penetrate and open global markets, growth
opportunities, future financial and operational performance, and change of name
and trading symbol, which should be considered in conjunction with the risk
factors listed in the Company's Form 10-K for the fiscal year ended March 31,
2007 and other cautionary statements identified from time to time in the
Company's filings with the Securities and Exchange Commission. Forward-looking
statements should not be regarded as representations by the Company that its
objectives or plans will be achieved or that any of its operating expectations
or financial forecasts will be realized. The Company assumes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibit No. Description
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2.1(1) Asset Purchase Agreement. In accordance with the
instructions to Item 601(b)(2) of Regulation S-B, the
schedules and exhibits to the Amending Deed are not
filed herewith. The Asset Purchase Agreement
identifies such schedules and exhibits, including the
general nature of their content. The Company
undertakes to provide such schedules and exhibits to
the Securities and Exchange Commission upon request.
2.2 Amending Deed to the Asset Purchase Agreement.
99.1 Press Release of Island Pacific, Inc. issued on
December 28, 2007.
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: December 28, 2007 By: /s/ Barry Schechter
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Name: Barry Schechter
Title: Chief Executive Officer
(1) Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
November 5, 2007, and incorporated herein by reference.