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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SVI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 84-1131608
(State of Incorporation) (I.R.S. Employer Identification Number)
7979 Ivanhoe Avenue, La Jolla, California 92037
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of SVI Holdings, Inc. (the "Company")
consists of 50,000,000 shares of $.0001 par value common stock. All shares have
equal voting rights and are not assessable. Voting rights are not cumulative,
and, therefore, the holders of more than 50% of the common stock of the Company
could, if they chose to do so, elect all the directors.
Upon liquidation, dissolution or winding up of the Company, the assets of
the Company, after the payment of liabilities, will be distributed pro rata to
the holders of the common stock. The holders of the common stock do not have
preemptive rights to subscribe for any securities of the Company and have no
right to require the Company to redeem or purchase their shares. The shares of
common stock to be sold pursuant to this offering will be, upon issuance, fully
paid and nonassessable.
Holders of common stock are entitled to share equally in dividends when,
as and if declared by the Board of Directors of the Company, out of funds
legally available therefor. The Company has not paid any cash dividends and it
is unlikely that any will be declared in the foreseeable future.
ITEM 2. EXHIBITS.
3.1 Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement, No. 33-36125-D, filed on
August 24, 1990)
3.2 Amendment to Articles of Incorporation (Incorporated by reference to
Exhibit 3.1 to the Registrant's Form 10-KSB for the fiscal year ended
December 31, 1993, No. 33-36125-D)
3.3 Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement, No. 33-36125-D, filed on August 24, 1990)
4.1 Form of Subscription Agreement
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: September 8, 1997
SVI HOLDINGS, INC.
By: /s/BARRY M. SCHECHTER
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Barry M. Schechter
Chief Executive Officer
SUBSCRIPTION AGREEMENT
SVI HOLDINGS, INC.
a Nevada corporation
1. Description of Offering. SVI HOLDINGS, INC., a Nevada corporation (the
"Corporation") is offering for sale a number of shares of common stock in a
private placement to a limited number of particular subscribers (the
"Offerees"). For purposes of this Agreement, the shares of common stock of the
Corporation being offered pursuant to this Subscription Agreement ("this
Agreement") by the Corporation shall be referred to in this Agreement as the
"Shares." Each Offeree whose subscription is accepted will purchase the
subscribed Shares from the Corporation as newly issued stock. The offering price
for the Shares has been determined by negotiation between the Corporation and
the Offerees. The offering is not contingent upon the Corporation receiving
subscriptions for a minimum number of the Shares. The offering will terminate
upon the Corporation's acceptance of subscriptions for the maximum number of
Shares, or August 30, 1995 (subject to the Corporation's right to extend such
date upon notice to the Offerees), whichever occurs first.
2. Subscription. The undersigned ("Subscriber"), hereby subscribes for and
offers to purchase ________ of Shares at a price of $________ per Share. THE
SUBSCRIBER ACKNOWLEDGES THAT THE CORPORATION SHALL ACCEPT SUBSCRIPTIONS FOR
SHARES ON A FIRST COME, FIRST SERVED BASIS, AS AND WHEN SUCH SUBSCRIPTION
AGREEMENTS, ALONG WITH THE REQUIRED CONSIDERATION, ARE RECEIVED. FURTHERMORE,
THE SUBSCRIBER ACKNOWLEDGES THAT SUBSCRIPTIONS WILL ONLY BE ACCEPTED FROM
SUBSCRIBERS WHO QUALIFY AS ACCREDITED INVESTORS AS SUCH TERM IS DEFINED IN
SECURITIES & EXCHANGE COMMISSION RULE 501(a) AND AS AN EXCLUDED PURCHASER AS
THAT TERM IS DEFINED IN SECTION 260.102.13 OF TITLE 10 OF THE CALIFORNIA CODE OF
REGULATIONS.
3. Purchase Price. The purchase price payable for the Shares being subscribed
for pursuant to this Subscription Agreement shall be $__________ (number of
shares multiplied by the purchase price of $_________ per share), payable in
cash or other immediately available funds upon submission of this Subscription
Agreement.
4. Parallel Rights. If at any time after the purchase of Shares by Subscriber,
the Corporation intends to effectuate a Reorganization (as that term is defined
by California Corporations Code section 181), Shares purchased by Subscriber
pursuant to this Subscription Agreement shall, to the extent permitted by law
and within the control of the Corporation, be treated in the same manner as the
remainder of the Corporation's other outstanding and issued shares. If at any
time after the purchase of Shares by Subscriber, the Corporation intends to file
a registration statement on Form S-1 or similar form relating to a public
offering of its securities, it shall notify Subscriber at least twenty (20) days
in advance of such filing, and, if so requested by Subscriber, will include
Subscriber's Shares in such registration statement at the expense of the
Corporation.
5. Representations and Warranties. Subscriber hereby represents and warrants as
follows, all of which representations and warranties are being relied upon by
the Corporation to establish that the offering of the Shares is exempt from the
registration and qualification requirements of federal and applicable state
registration and qualification requirements, and shall survive the acquisition
of the Shares by Subscriber:
5.1. The Subscriber and the Subscriber's advisors, have had an opportunity to
ask questions of and receive answers from the Corporation, or persons acting on
the Corporation's behalf, concerning the subject offering of the Shares, and all
such questions have been answered to the full satisfaction of the Subscriber.
The Subscriber has requested and received such documents and financial
statements as Subscriber deems necessary in order to fully evaluate the risks
associated with investing in the Corporation and to make an informed investment
decision.
5.2. The Subscriber understands and acknowledges that all documents, records and
books pertaining to an investment in the Shares have been made available for
inspection to the Subscriber and its legal, tax, and business advisors, and that
the documents, records, and books of the Corporation will be available upon
reasonable notice, for inspection by Subscriber during reasonable business hours
at the Corporation's principal place of business. No oral representations have
been made, or oral information furnished, to the Subscriber or the Subscriber's
advisors in connection with the offering of the Shares which was in any way
inconsistent with written materials, documents, records, and books of the
Corporation furnished to or made available to Subscriber.
5.3. The Subscriber's financial condition is such that (a) it has adequate means
of providing for its current needs and possible personal contingencies, (b) it
has no need for liquidity in this investment, (c) it is able to bear the
substantial economic risks of an investment in the Shares for an indefinite
period of time, and (d) at the present time, it could afford a complete loss of
its investment in the Shares.
5.4. The Subscriber acknowledges and understands that the Shares have not been
registered under the Securities Act of 1993, as amended (the "Act") (nor
registered or qualified under the securities laws of any state) in reliance upon
an exemption from registration for non-public offerings and certain related
factors. Subscriber understands that the Shares may not be sold and must be
held indefinitely unless they are subsequently registered under the Act or an
exemption from registration is available. The Subscriber further understands
that the Corporation is under no obligation to register the Shares unless the
Corporation makes the election to register other of the Corporation's shares.
5.5. The Subscriber understands that the Corporation is relying in large part on
the Subscriber's representations and warranties as set forth herein for purposes
of claiming exemptions from the above referenced securities registration
requirements.
5.6. The Subscriber's purchase of the Shares is for the Subscriber's own account
and not with a view to or for sale in connection with any distribution of the
Shares, and no other person has a direct or indirect beneficial interest in the
Shares.
5.7. The Subscriber, or the Subscriber's advisors (who are unaffiliated with
and who are not compensated by the Corporation or any affiliate or agent of the
Corporation, directly or indirectly) have such knowledge and experience in
financial, tax, and business matters in order (a) to enable the Subscriber to
use the information made available to the Subscriber in connection with the
offering of the Shares to fully evaluate the risks associated with such an
investment, (b) to evaluate the merits and risks of the prospective investment,
(c) to make an informed investment decision, and (d) to protect the Subscriber's
interests in connection with the subject investment.
5.8. The Subscriber, if a corporation, partnership, trust, or other legal
entity, is authorized and otherwise duly qualified to purchase and hold the
Shares. The Subscriber, if a corporation, partnership, trust, or other legal
entity, has its principal place of business as set forth on the signature page
of this Subscription Agreement and has not been formed for the specific purpose
of acquiring the Shares.
5.9. All information which the Subscriber has provided to the Corporation
concerning the Subscriber, the Subscriber's financial condition, and/or the
Subscriber's knowledge of financial and business matters, or in the case of a
corporation, partnership, trust, or other entity, the knowledge of financial and
business matters of the person making the investment decision on behalf of such
entity, is correct and complete as of the date set forth at the end of this
Subscription Agreement, and if there should be any adverse change in such
information prior to the Subscriber's investment being accepted by the
Corporation, the Subscriber will immediately provide the Corporation with such
information. The information contained in this Subscription Agreement is
complete and accurate and may be relied upon by the Corporation.
6. Status as an Accredited Investor. The Subscriber acknowledges that the
Corporation has requested information regarding whether the Subscriber qualifies
as an Accredited Investor, as such term is defined in Securities and Exchange
Commission Rule 501(a) and as an Excluded Purchaser, as that term is defined in
Section 260.102.13 of Title 10 of the California Code of Regulations. In light
of the foregoing, and in addition to the other representations and warranties
being made by Subscriber in this Subscription Agreement, Subscriber hereby
represents, warrants, and confirms that it qualifies as an Accredited Investor.
7. Additional Information. Within 10 days after receipt of a written request
from the Corporation, the Subscriber shall provide such information and execute
and deliver such documents as may be reasonably necessary to comply with any
laws, regulations, and/or ordinances to which the Corporation is subject.
8. No Predictions. The Subscriber acknowledges and understands that no
predictions may be made as to the revenues or return which the undersigned or
other investors might expect to receive from an investment in the Corporation
and that any representation to the contrary is unauthorized and may not be
relied upon.
8.
9. Acceptance and Effectiveness. This Subscription Agreement may be accepted or
rejected by the Corporation in its sole reasonable discretion and shall not be
binding upon the Corporation unless and until a fully executed copy hereof is
delivered by the Corporation to Subscriber.
10. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of California.
11. Further Assurances. Each party to this Subscription Agreement shall execute
all instruments and documents and take all actions as may be reasonably required
to effectuate this Subscription Agreement.
12. Venue and Jurisdiction. For purposes of venue and jurisdiction, this
Subscription Agreement shall be deemed made and to be performed in the City of
San Diego, California.
13. Counterparts. This Subscription Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one document.
14. Time of Essence. Time and strict and punctual performance are of the
essence with respect to each provision of this Subscription Agreement.
15. Attorneys' Fees. In the event any litigation, arbitration, mediation, or
other proceeding ("Proceeding") is initiated by any party against any other
party to enforce, interpret or otherwise obtain judicial or quasi-judicial
relief in connection with this Subscription Agreement, the prevailing party in
such Proceeding shall be entitled to recover from the unsuccessful party all
costs, expenses, and actual attorneys' and expert witness fees relating to or
arising out of (a) such Proceeding (whether or not such Proceeding proceeds to
judgment), and (b) any post-judgment or post-award proceeding including without
limitation one to enforce any judgment or award resulting from any such
Proceeding. Any such judgment or award shall contain a specific provision for
the recovery of all such subsequently incurred costs, expenses, and actual
attorneys' and expert witness fees.
16. Headings. The headings of the Paragraphs of this Subscription Agreement
have been included only for convenience, and shall not be deemed in any manner
to modify or limit any of the provisions of this Subscription Agreement, or be
used in any manner in the interpretation of this Subscription Agreement.
17. Successors-in-Interest and Assigns. The Subscriber shall not assign or
delegate to any other person this Subscription Agreement or any rights or
obligations under this Subscription Agreement. Subject to the foregoing
restriction on transferability, this Subscription Agreement shall be binding
upon and shall inure to the benefit of the successors-in-interest and assigns of
each party to this Subscription Agreement. Nothing in this Paragraph shall
create any rights enforceable by any person not a party to this Subscription
Agreement, except for the rights of the successors-in-interest and assigns of
each party to this Subscription Agreement, unless such rights are expressly
granted in this Subscription Agreement to other specifically identified persons.
THE SUBSCRIBER, BY EXECUTING THIS SUBSCRIPTION AGREEMENT IN THE SPACE PROVIDED
BELOW, REPRESENTS AND WARRANTS THAT ALL OF THE INFORMATION PROVIDED BY THE
SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT IS TRUE, ACCURATE, AND COMPLETE.
Signature
Social Security Number or Taxpayer Identification No.
Print or Type Name of Subscriber and, if Subscriber
is other than an individual, the title and capacity of person
signing on behalf of Subscriber
Executed at:
(City and State)
Dated: ________________, 19___
THIS SUBSCRIPTION AGREEMENT IS HEREBY ACCEPTED:
SVI HOLDINGS, INC., a Nevada corporation
By:
Its:
Date: ________________________________________
SS:52060.1:07218.009
SS:52060.1:07218.009
