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): October 29, 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)
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On October 29, 2004, the Company entered into an Amended and Restated
Secured Convertible Term Note (the "Restated Note"), an Amended and Restated
Registration Rights Agreement (the "Restated Registration Rights") and Common
Stock Purchase Warrant Agreement (the "Warrant Agreement") with Laurus Master
Fund, Ltd. ("Laurus")
Under the Restated Note, the Minimum Monthly Principal Payments of
$212,121.21 will begin March 1, 2005, rather than September 1, 2004. In
addition, the initial Fixed Conversion price shall mean $0.37 until the first
$2,000,000 of Principal Amount is converted into Common Stock and $0.56 for all
remaining amounts.
Under the Restated Registration Rights, the Effective Date shall now
mean 120 days following the Filing Date, rather than 90 days and the shares
underlying the common stock of the Warrant Agreement shall be a Registrable
Security as defined in the Restated Registration Rights.
The Company also issued a Warrant Agreement entitling Laurus to
purchase up to 250,000 shares of the Company's common stock at a purchase price
of $0.41 through July 12, 2011.
Exhibit No. Description
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4.1 Amended and Restated Secured Convertible Term Note dated
October 29, 2004 issued by Island Pacific, Inc. in favor of
Laurus Master Fund, Ltd.
4.2 Common Stock Purchase Warrant dated October 29, 2004 issued by
Island Pacific, Inc.
4.3 Amended and Restated Registration Rights Agreement dated
October 29, 2004 between Island Pacific, Inc. and Laurus
Master Fund, Ltd.
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 2, 2004 By: /S/ RAN H. FURMAN
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Name: Ran H. Furman
Title: Chief Financial Officer
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