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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SVI HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of class of securities)
784872 103
(CUSIP number)
Russell A. Schechter
7979 Ivanhoe Avenue, Suite 500
La Jolla, California 92037
(619) 551-2365
(Name, address and telephone number of person authorized
to receive notices and communications)
September 8, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 6 pages
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SCHEDULE 13D
CUSIP No. 784872 103 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Claudav Holdings, B.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
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7 SOLE VOTING POWER
8,197,200
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,197,200
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
8,197,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.49%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 784872 103 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry M. Schechter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Africa
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7 SOLE VOTING POWER
8,320,400
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,320,400
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
8,320,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
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14 TYPE OF REPORTING PERSON
IN
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PAGE 4 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $0.0001 per share (the "Shares"), of SVI Holdings, Inc., a
Nevada corporation (the "Company"). The principal executive offices of
the Company are located at 7979 Ivanhoe Avenue, Suite 500, La Jolla CA 92037.
ITEM 2. IDENTITY AND BACKGROUND.
(a)The persons filing this schedule 13D are Claudav Holdings, B.V. and
Barry M. Schechter (sometimes hereinafter referred to collectively as the
"Reporting Group").
(b)-(c)Claudav Holdings B.V. is an Netherlands Antilles company which
which has granted Barry M. Schechter the power to vote or dispose of its holding
in the Company. The business address of Claudav Holdings B.V. is 9 Rue Charles
Humbert, 1205 Geneva, Switzerland.
Barry M. Schechter is an individual, whose principal occupation is Chairman and
Chief Executive Officer of the Company and whose principal business address is
7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037. Barry M. Schechter
is also a director of the Company.
(d)No member of the Reporting Group has been convicted in the past five
years in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)No member of the Reporting Group was a party, during the last five
years, to any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f)Barry M. Schechter is a citizen of South Africa.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Claudav Holdings B.V. acquired its shares of the Companies Common Stock
pursuant to an Agreement Concerning the Exchange of Common Stock ("Agreement")
among the Company, Sabica Ventures, Inc., a California corporation ("Sabica")
and the stockholders of Sabica. The consummation of the Agreement resulted in
the exchange of 100% of the outstanding shares of Sabica for approximately 90%
of the outstanding shares of Common Stock of the Company. The shares of
Sabica which were exchanged under the Agreement were originally acquired
using the personal funds and working capital of the shareholders of Sabica.
Barry M. Schechter acquired his shares by exercising an option to purchase
121,200 shares granted to him under the terms of the Employees Incentive Scheme.
An additional 2,000 shares were purchased on the open market from personal funds
by minor children residing with Barry Schechter. Funds for the exercise of
options by Barry M. Schechter were provided by the forgiveness of a debt due to
Mr. Schechter which was advanced to the Company from his personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Company filed a Form 8(a) to register its class of common stock
under Section 12(g) of the Securities Exchange Act of 1934 as amended.
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PAGE 5 OF 6 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 8,320,400 Shares, constituting 55.3% of the
outstanding Shares (the percentage of Shares owned being based upon 15,044,284
Shares outstanding at October 21, 1997). The Reporting Persons may be deemed to
have direct beneficial ownership of Shares as follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
- ---- ---------------- -----------------------------
<S> <C> <C>
Claudav Holdings B.V. 8,197,200 54.5%
Barry M. Schechter 8,320,400 55.3%
</TABLE>
(b) Each member of the reporting group has the sole power to vote or
dispose or direct the disposition of such Shares.
(c) The following transactions in the Issuer Common Stock were effected
within 60 days of the date of this Statement by minor children who
reside with Barry M. Schechter:
<TABLE>
<CAPTION>
Date No. of Shares Sale/Purchase Price per Share
<S> <C> <C> <C> <C>
10/09/97 1,000 Purchase $2.90
10/09/97 1,000 Purchase $2.87
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as disclosed in this Schedule, to the best of the knowledge
of the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the Reporting Persons or between the
Reporting Persons and any other person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached to this Schedule 13D is the Joint Filing Statement among each
member of the reporting group.
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PAGE 6 OF 6 PAGES
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information contained in this
Statement is true, complete and correct.
Dated: October 22, 1997
/s/Barry Schechter
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Claudav Holdings B.V.
By:/s/ Barry M. Schechter
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Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-l(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, par value $0.0001 per share, of SVI Holdings, Inc.,
and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing. In evidence thereof, the undersigned, hereby
execute this Agreement this 22nd day of October, 1997.
Barry M. Schechter
Claudav Holdings B.V.
/s/Barry M. Schechter
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By: Claudav Holdings B.V.
By: /s/ Barry M Schechter
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