As filed with the Securities and Exchange Commission on July 14, 2004
Securities Act Registration No. 333-108747 Exchange Act
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ISLAND PACIFIC, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0896617
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(State or Other Jurisdiction (IRS Employer Identification Number)
of Incorporation)
19800 MacArthur Boulevard, Suite 1200
Irvine, California 92612
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(Address of Registrant's Principal Executive Offices)
1998 Incentive Stock Plan
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(Full Title of the Plan)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(302) 658-7581
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(Name, Address and Telephone Number of Agent for Service)
It is requested that copies of communications be sent to:
Ran Furman
Chief Financial Officer
19800 MacArthur Boulevard, Suite 1200
Irvine, California 92612
(877) 784-7978
Harry J. Proctor, Esq.
Solomon Ward Seidenwurm & Smith, LLP
401 B Street, Suite 1200
San Diego, California 92 101
(619) 231-0303
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Offering Amount of
Registered Registered Price Per Unit Price Registration Fee
$.0001 par value common N/A (1) N/A (1) N/A (1) N/A (1)
stock
(1) No additional securities are to be registered and registration fees were
paid upon filing of the original Registration No. 333-108747.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
AMENDMENT TO THE REGISTRATION STATEMENT
The Registrant's Form S-8 Registration Statement filed with the Securities and
Exchange Commission (the "Commission") on September 12, 2003 (Registration No.
333-108747) as amended on July 12, 2004 (the "Registration Statement") is hereby
further amended to deregister the remaining 1,381,889 shares of common stock
registered under the Registrant's 1998 Stock Incentive Plan (the "1998 Plan")
effective as of July 14, 2004.
The Registration Statement shall remain in effect for purposes of outstanding
stock options granted under the 1998 Plan.
The contents of the Registration Statement are otherwise incorporated by
reference into this Post-Effective Amendment No. 2 to such Registration
Statement, except as described herein. Required consents and signatures are
included in this amendment.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in La Jolla, California, on July 14, 2004.
ISLAND PACIFIC, INC.,
a Delaware corporation
By: /s/ Ran Furman
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Ran Furman
Chief Financial Officer
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