Filed Pursuant to Rule 424(b)(3)
Registration No. 333-108249
PROSPECTUS SUPPLEMENT NO. 2
Island Pacific, Inc., a Delaware corporation
(formerly known as SVI Solutions, Inc.)
Common Stock
This prospectus supplement relates to the resale by the holders of Common Stock.
The prospectus dated September 26, 2003, as supplemented by prospectus
supplement no. 1 dated November 25, 2003, is hereby amended by the information
contained in the attached report on Form 8-K dated November 14, 2003. If the
information in the attached report is inconsistent with any information
contained in the prospectus or any prospectus supplement dated earlier than the
date of this supplement, the prospectus or earlier supplement shall be deemed
superceded by this supplement. In all other ways, the prospectus and any prior
supplement shall remain unchanged.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the prospectus dated September 26, 2003,
as supplemented by prospectus supplement no. 1 dated November 25, 2003.
The date of this prospectus supplement is December 17, 2003.
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 14, 2003
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)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 14, 2003, The Sage Group Plc (the "Sage Group"), a company
organized under the laws of England, acquired substantially all the assets of
Softline Limited ("Softline"), including Softline's 141,000 shares of our Series
A Convertible Preferred Stock, 8,923,915 shares of our common stock and 71,812
shares of our common stock issuable on the exercise of options previously held
by Softline. As a result the Sage Group became the beneficial owner of 41.9% of
our outstanding common stock.
According to the Schedule 13D filed by the Sage Group on November 24,
2003, the total amount of consideration used by the Sage Group to acquire its
interest in our shares was ZAR 174,889,027 (equivalent to $26,818,946 based on
an exchange rate of 0.14854 on November 14, 2003), and all of the funds used for
consideration were from the Sage Group's working capital.
In connection with the acquisition, certain agreements of Softline,
including the rights and obligations respecting and arising from an option
agreement (the "Option Agreement") between Softline and Steven Beck, as trustee
of a certain management group of the Company (the "Optionees"), were also
assigned to and assumed by the Sage Group. Under the Option Agreement Softline
agreed to grant the Optionees the right to purchase from Softline 8,000,000
shares of common stock of the Company and such number of shares of Series A
Convertible Preferred Stock convertible into 17,625,000 shares of common stock
of the Company for a price of $0.80 per share. The Option Agreement expires on
the earlier of March 24, 2004 and the date on which an Optionee's full-time
employment as an officer or director of the Company is terminated for any
reason. The right to exercise the Option is to be distributed as determined by
the Board to the Optionees, who may include Mr. Beck and other members of the
Company's management, as an incentive to continue service for the Company. It is
the current intent of the Optionees to transfer their rights under the Option
Agreement to the Company.
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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: December 1, 2003 By: /s/ Ran Furman
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Name: Ran Furman
Title: Chief Financial Officer
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