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 30, 2004
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 2.
On January 30, 2004, pursuant to the terms of the Agreement of Merger
and Plan of Reorganization dated November 20, 2003 between Island Pacific, Inc.
(the "Company"), Page Digital Incorporated ("Page Digital") and IPI Acquisition,
Inc. ("Merger Sub"), Merger Sub was merged with and into Page Digital, a
developer of multi-channel commerce software, with Merger Sub continuing as the
surviving corporation and wholly owned subsidiary of the Company (the "Merger").
A total $7,000,000 of consideration was paid in the Merger consisting of cash
and Company common stock. The Merger occurred following the approval of Merger
Agreement and transactions contemplated therein by the Page Digital stockholders
at a special meeting of stockholders held on January 30, 2004.
As a result of the Merger, each share of Page Digital common stock
outstanding was converted into the right to receive (1) $0.33 in cash, and (2)
0.4168 shares of Company common stock. A total of $2 million in cash and
2,500,000 shares of common stock was paid and issued to the former stockholders
of Page Digital in the Merger.
Upon the consummation of the Merger, Lawrence Page, Page Digital's
former CEO, Chairman of the Board and founder was appointed Chief Technology
Officer of the Company, and Dave Joseph, Page Digital's former Executive Vice
President and Director was appointed Senior Vice President of Sales and
Marketing of the Company. The Company also entered into two year employment
agreements with Mr. Page and Mr. Joseph and a two year non-competition agreement
with Mr. Page.
The Company common stock issued in connection with the Merger was
issued without registration under the Securities Act of 1933, as amended (the
"Securities Act"), under the exemption provided by Section 3(a)(10) of the
Securities Act.
The aggregate consideration paid in the Merger was determined through
arms length negotiations between the parties to the Merger. The cash
consideration paid in the Merger was raised through a sale of Company common
stock through a private placement transaction on November 7, 2003.
A copy of the Merger Agreement is included as an exhibit to the
Registrant's Current Report on Form 8-K filed with the SEC on November 24, 2003
and is incorporated herein by reference. A copy of the press release dated
February 4, 2004 announcing the completion of the Merger is attached as exhibit
99.1 to this Report and is incorporated herein by reference.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Island Pacific, Inc. dated February 4, 2004.
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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: February 4, 2004 By: /s/ Ran Furman
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Name: Ran Furman
Title: Chief Financial Officer
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