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): April 5, 2007
Island Pacific, Inc.
(formerly known as SVI Solutions, Inc.)
__________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware
__________________________________________________________________________
(State or Other Jurisdiction of Incorporation)
0-23049 33-0896617
_____________________________ ________________________________
(Commission File Number) (IRS Employer Identification No.)
19800 MacArthur Boulevard, Suite 1200, Irvine, California 92612
________________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(949) 476-2212
__________________________________________________________________________
(Registrant's telephone number, including area code)
___________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On March 30, 2007, the Company entered into an Omnibus Amendment and
Waiver (the "Amendment") with Laurus Master Fund, Ltd. ("Laurus") pursuant to
which, among other things: (1) the Amended and Restated Secured Term Note dated
November 17, 2005 (the "Nov. 2005 Note") issued to Laurus was amended and
restated to increase its principal balance by $600,000 (Laurus) and to extend
the maturity date of the Nov. 2005 Note until June 30, 2007; (2) the principal
portions of the monthly payments due for March 2007 through June 2007 under the
Secured Term Convertible Notes issued to Laurus on July 12, 2004 (the "July 2004
Note") and June 15, 2005 (the "June 2005 Note") were postponed until the
maturity dates under the respective notes; (3) the deadline for the Company to
file registration statements pursuant to the registration rights agreements
dated July 12, 2004, June 15, 2005 and November 16, 2005 registering the shares
issuable to Laurus upon conversion of the July 2004 Note and the June 2005 Note
and the shares issuable upon exercise of outstanding options and warrants held
by Laurus, and to secure the listing of its shares of Common Stock on the NASD
OTC Bulletin Board, is extended to October 31, 2007; and (4) Laurus waived
certain rights under the foregoing agreements and related agreements, including
its right to receive liquidated damages under certain of the agreements
described above. In exchange for Laurus agreeing to the foregoing, the Company
issued Laurus additional options, expiring March 30, 2017, to purchase One
Million (1,000,000) shares of the Company's common stock for One Cent ($0.01)
per share (the "Options") pursuant to an Option Agreement. The Company will use
the proceeds of the foregoing transaction for working capital and other
purposes.
The Company's additional obligations under the Nov. 2005 Notes are
secured by a second priority security interest in all of the Company's assets in
favor of Laurus, which is pari passu as between Laurus and another creditor of
the Company, Midsummer Investment, Ltd. The Company's obligations are also
guaranteed by its subsidiaries. Laurus' security interest is governed by the
Security Agreement, Stock Pledge Agreement and Subsidiary Guaranty that the
Company executed in connection with the sale of the July 2004 Note to Laurus.
The Options and the amended Nov. 2005 Note were issued without
registration pursuant to the exemption provided under Section 4(2) of the
Securities Act of 1933, as amended, and Regulation D thereunder.
Forms of the Amendment and the Option Agreement are attached hereto as
exhibits.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Form of Omnibus Amendment and Waiver
10.2 Form of Option
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: April 5, 2007 By: /S/ BARRY SCHECHTER
------------------------------
Name: Barry Schechter
Title: Chief Executive Officer