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): March 3, 2008
Retail Pro, 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.)
3252 Holiday Court, Ste. 226, La Jolla, California 92037
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(Address of Principal Executive Offices) (Zip Code)
(858) 550-3355
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(Registrant's telephone number, including area code)
Island Pacific, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 3, 2008, effective February 29, 2008, Retail Pro, Inc. (the
"Company") entered into a Securities Purchase Agreement with Valens Offshore SPV
II, Corp. c/o Laurus Master Fund, Ltd. ("Laurus") for the sale of: (a) a Secured
Term Note (the "Note") in the principal amount of Two Million Five Hundred
Thousand Dollars ($2,500,000); and (b) a warrant to acquire an aggregate of
15,000,000 shares of the Company's common stock for One Cent ($0.01) per share
(the "Warrants"). The Company will use the proceeds for working capital and
other purposes.
The Note is due on February 29, 2009 and bears interest at the "prime
rate" plus 2%, provided that in no event shall the Contract Rate (as defined in
the Note) be less than 9.5%. The Company may prepay the Note at any time, in
whole or in part, without penalty or premium. The Note provides for mandatory
prepayment upon the Company's receipt of payment(s) pursuant to that certain
Vendor Loan Agreement dated as of December 21, 2007 by and among the Company, 3Q
Holdings Limited, Island Pacific (UK) Limited and Applied Retail Solutions, Inc.
(the "Purchasers") which, among other things, sets forth the certain agreements
relating to the Company's financing of $3,000,000 of the purchase price for
assets of the Company sold to the Purchasers as previously reported in the
Current Report on Form 8-K filed on December 28, 2007.
The Warrants are immediately exercisable and have ten (10) year terms.
The exercise price of the Warrants adjusts proportionately in the event of any
stock split, combination, dividend or reclassification. The Note and the
Warrants were issued without registration pursuant to the exemption provided
under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
promulgated thereunder.
The Company's obligations under the Note are secured by a continuing
security interest in all of the Company's assets in favor of Laurus. The
Company's obligations are also guaranteed by its subsidiaries. Laurus' security
interest is governed by the Master Security Agreement and Stock Pledge Agreement
that the Company executed in connection with the sale of the Note and the
Warrants.
In connection with the sale of the Note and the Warrants, the Company
entered into an Omnibus Amendment and Waiver with Laurus pursuant to which: (a)
the principal balance of the Amended and Restated Secured Convertible Term Note
issued to Laurus on July 12, 2004 (the "July 2004 Note") was increased to an
aggregate outstanding principal amount of $2,066,866.48; (b) the "fixed
conversion price" under the July 2004 Note was reset to $0.08 per share for the
first $688,955 converted thereunder, and $2.00 thereafter; (c) the principal
balance of the Secured Term Convertible Note issued to Laurus on June 15, 2005
(the "June 2005 Note") was increased to an aggregate outstanding principal
amount of $3,200,000; and (d) the "fixed conversion price" under the June 2005
Note was reset to $0.08 per share for the first $1,066,666 converted thereunder,
and $2.00 thereafter.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information contained in Item 1.01 in this Current Report on Form 8-K is
hereby incorporated by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information contained in Item 1.01 in this Current Report on Form 8-K is
hereby incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit No. Description
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10.1 Securities Purchase Agreement
10.2 Secured Term Note
10.3 Common Stock Purchase Warrant
10.4 Omnibus Amendment and Waiver between the Company and
Laurus Master Fund, Ltd. dated February 29, 2008.
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.
Retail Pro, Inc.
Date: March 7, 2008 By: /s/ Barry Schechter
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Name: Barry Schechter
Title: Chief Executive Officer