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): January 24, 2008
Retail Pro, 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.)
3252 Holiday Court, Ste. 226, La Jolla, California 92037
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(Address of Principal Executive Offices) (Zip Code)
(858) 550-3355
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(Registrant's telephone number, including area code)
Island Pacific, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) Departure of Directors or Principal Officers
On January 24, 2008, Philip Bolles resigned his employment with Retail Pro,
Inc. (the "Company") as Interim Chief Financial Officer. There were no disputes
between the Company and Mr. Bolles.
(c) Appointment of Principal Officers
Effective January 24, 2008, the Company hired Kevin Ralphs, 54, to serve as
the Company's Interim Chief Financial Officer. During the most recent five year
period, Mr. Ralphs served as Chief Financial Officer of Barbeques Galore, Inc.
Mr. Ralphs had previously served as Controller for American Digital Products,
Inc., Treasurer for Hosken Intermediaries, Ltd., and Financial Manager for Royal
Beech-Nut Pty Ltd., a foreign subsidiary of Nabisco, Inc. Mr. Ralphs earned his
Bachelor of Commerce degree from the University of the Witwatrsrand and is a
Chartered Accountant.
Mr. Ralph's employment will be at-will. He will receive a salary of
$200,000 per year and will be eligible to receive an annual bonus. Mr. Ralphs
will also receive options to purchase 200,000 shares of the Company's common
stock at the market price as of the close of business on January 24, 2008.
ITEM 8.01 OTHER EVENTS
Previously, the Company disclosed that the SEC had issued a formal order of
investigation regarding certain Company activities. On January 10, 2008, the
Company received a "Wells Letter" from the staff of the Securities and Exchange
Commission ("SEC"). The Company has been informed that its Chief Executive
Officer, Mr. Barry Schechter, also received a Wells Letter. The Wells Letters
stated the staff of the SEC is considering recommending the SEC bring civil
injunctive actions against the Company and Mr. Schechter for alleged violations
of Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a) and
13(b)(2) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1,
13a-11, and 13a-13 thereunder. Under the process established by the SEC, the
recipients have an opportunity to respond before any action is brought against
them. Discussions are ongoing between the staff and the recipients' counsel with
respect to the alleged violations and possible resolution of the matter. There
is no assurance that a resolution can be reached, or that the ultimate impact
will not be material. The resignation of Mr. Bolles is unrelated to the Wells
Letters described above.
On January 4, 2008, the Company filed a Current Report on Form 8-K
announcing the change of the Company's name to Retail Pro, Inc. As a result of
the name change, effective as of the open of market on January 29, 2008, the
Company's trading symbol changed to RTPR.
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.
Retail Pro, Inc.
Date: January 30, 2008 By: /s/ Barry Schechter
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Name: Barry Schechter
Title: Chief Executive Officer