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): February 15, 2006
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 15, 2006, Island Pacific, Inc. (the "Company"), entered into a stock
repurchase agreement (the "Repurchase Agreement") to repurchase from The Sage
Group, plc ("Sage") 8,923,915 shares of its common stock, 141,000 shares of its
Series A Convertible Preferred Stock (the "Series A Preferred") and an option to
purchase 78,812 shares of its common stock (collectively, the "Shares") for an
aggregate purchase price of $750,000, payable in monthly increments of $100,000
with a final payment of $50,000. Record title to the Shares will be transferred
to the Company after the final payment is made. Once the repurchase is complete,
the Company intends to cancel the Shares.
In connection with the repurchase transaction, the Company also entered into a
voting agreement (the "Voting Agreement") with Sage, which requires Sage to
exercise any voting rights arising from the Shares as directed by Barry
Schechter, the Company's Chief Executive Officer. Pursuant to the Voting
Agreement the Company can also require Sage to convert the Series A Preferred
into common stock.
Copies of the Repurchase Agreement and the Voting Agreement are attached hereto
as exhibits.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit No. Description
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10.1 Stock Repurchase Agreement between Island Pacific,
Inc. and The Sage Group, plc dated February 15, 2006
10.2 Voting Agreement between Island Pacific, Inc. and The
Sage Group, plc dated February 15, 2006
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 21, 2006 By: /s/ Barry Schechter
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Name: Barry Schechter
Title: Chief Executive Officer