As filed with the Securities and Exchange Commission on July 12, 2004
Securities Act Registration No. 333-108747 Exchange Act
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 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 92101
(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
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$.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) (the "Registration Statement") is hereby amended to suspend the
Registrant's 1998 Stock Incentive Plan (the "1998 Plan") with respect to
issuances of new stock option grants thereunder, effective July ___, 2004. The
1,201,200 shares available for issuance, but not issued or subject to
outstanding options, under the 1998 Plan (the "Unissued Option Shares") are no
longer issuable under 1998 Plan. The Unissued Option Shares will be issuable
under the Retail Technologies International, Inc. ("RTI") 2003 Stock Incentive
Plan (the "RTI Plan") that the Registrant assumed pursuant to the Amended and
Restated Agreement of Merger and Plan of Reorganization dated June 1, 2004
between the Registrant, RTI, IPI Merger Sub, Inc., IPI Merger Sub II, Inc.,
Michael Tomczak and Jeffrey Boone. A registration statement on Form S-8 with
respect to the Unissued Option Shares (the "New Registration Statement"), is
being filed with the Commission concurrently with this Post-Effective Amendment
No. 1.
The Registration Statement shall remain in effect for purposes of outstanding
stock options granted under the 1998 Plan; however, $298.26 paid by the
Registrant in connection with the registration fee associated with an aggregate
of 1,201,200 of the Unissued Option Shares will be carried forward from the
Registration Statement to the New Registration Statement.
The contents of the Registration Statement are otherwise incorporated by
reference into this Post-Effective Amendment No. 1 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 12, 2004.
ISLAND PACIFIC, INC.,
a Delaware corporation
By: /s/ Ran Furman
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Ran Furman
Chief Financial Officer
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