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 12, 2003
Island Pacific, 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 5. OTHER EVENTS.
Island Pacific, Inc. ("Island Pacific") entered into a Securities
Purchase Agreement dated November 7, 2003 with a group of institutional and
accredited investors (collectively, the "Investors") for the sale by Island
Pacific to the Investors of up to 3,180,645 shares of common stock at a per
share price of $1.55, for an aggregate amount of up to $4,930,000. The
transaction was completed on November 7, 2003.
The Investors were given registration rights under a Registration
Rights Agreement requiring Island Pacific to file a registration statement
respecting the common stock within 30 days following the date of the purchase
agreement. If the registration statement covering the shares held by the
Investors is not filed within the timeframe specified in the Registration Rights
Agreement or declared effective within 90 days following the date of the
purchase agreement or upon the occurrence of certain other conditions, Island
Pacific will be obligated to pay liquidated damages to the Investors equal to
two percent (2%) per month of the amount invested by the Investors.
Roth Capital Partners, LLC ("Roth Capital") served as placement agent
in this transaction. It received fees of $178,600 in cash and 115,226 shares of
common stock, plus warrants to purchase 282,065 shares common stock at the
exercise price of $1.71 per share. Roth Capital was also granted registration
rights respecting these securities.
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Securities Purchase Agreement dated as of November 7, 2003 by and among
Island Pacific and the Investors.
4.1 Registration Rights Agreement dated as of November 7, 2003 by and among
Island Pacific and the Investors.
99.1 Press Release dated November 10, 2003
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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 12, 2003 By: /s/ Ran Furman
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Name: Ran Furman
Title: Chief Financial Officer
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