<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
Commission file Number 33-36125-D
SVI Holdings, Inc.
(Exact name of registrant as specified in its charter.)
Nevada 84-1131608
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7979 Ivanhoe Avenue, Suite 500, La Jolla, CA 92037
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:
(619) 551-2365
Indicate by check mark whether the registrant(1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:
Common Stock, $0.0001 Par Value - 15,024,284 shares as of
August 15, 1997.
<PAGE> 2
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
SVI Holdings, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
30-June 30-June
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Sales 2,328,667 181,096 6,258,831 538,904
Cost Of Goods Sold 618,203 16,026 1,770,650 43,578
----------- ----------- ----------- -----------
Gross Profit 1,710,464 165,070 4,488,181 495,326
Selling, General and
Administrative Expenses 1,424,462 213,517 3,803,506 744,205
----------- ----------- ----------- -----------
Profit / (loss) from
operations 286,002 (48,447) 684,675 (248,879)
Net interest Paid (23,133) (23,096) (69,205) (90,383)
Other Income 9,289 - 29,438 -
Gain on disposal of
Softline Shares 3,598,995 - 3,751,248 -
Equity in earnings of
Softline Holdings - 44,171 348,123 74,976
Foreign Exchange
Gain (loss) - 65,045 (32,318) 372,188
----------- ----------- ----------- -----------
Income / (loss) from
continuing operations
before income tax 3,871,153 37,673 4,711,961 107,902
Income Taxes 124,961 - 402,552 -
----------- ----------- ----------- -----------
Profit / (loss) from
continuing operations 3,746,192 37,673 4,309,409 107,902
Discontinued operations
(Loss) from Cabinets
Galore, Inc. (90,344) - (90,344) -
Profit / (Loss) from
operations of Tango
Products USA, Inc. (17,740) - (17,740) 28,368
----------- ----------- ----------- -----------
Net Income 3,638,108 37,673 4,201,325 136,270
Per share information:
Income / (Loss) per share
from continuing operations 0.23 - 0.28 0.01
Income / (Loss) per share
from discontinued
operations (0.01) - (0.01) -
----------- ----------- ----------- -----------
Net income / (Loss) 0.22 - 0.27 0.01
=========== =========== =========== ===========
Weighted Average Number of
Common Shares Outstanding 16,054,606 12,077,800 15,306,555 11,812,244
=========== =========== =========== ===========
</TABLE>
<PAGE> 3
SVI Holdings, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
June 30, September 30,
1997 1996
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Pledged certificates of deposit 700,000 700,000
Cash 714,768 16,570
Accounts receivable 1,627,793 80,305
Inventories 292,467 9,177
Prepaid expenses and other current assets 153,879 62,503
----------- -----------
Total current assets 3,488,907 868,555
Furniture and equipment, net of
accumulated depreciation 610,813 85,384
Investment in Softline Holdings, at equity 1,484,482 2,854,288
Due from affiliate, unsecured
non-interest bearing - 1,078,022
Software License rights, net of
accumulated amortization 6,212,892 11,126
Note receivable - 90,344
Other Assets 1,027 18,768
Goodwill arising on acquisition of subsidiary 1,854,861 -
----------- -----------
13,652,982 5,006,487
=========== ===========
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities
Lines of credit 499,688 699,399
Notes payable 73,091 23,435
Accounts payable and accrued expenses 2,318,125 158,151
Loan from Sudash (Pty) Ltd - 1,831,858
----------- -----------
Total current liabilities 2,890,904 2,712,843
Due to stockholders 492,763 1,947,080
Note payable 49,073 -
Stockholders equity
Preferred stock, $.0001 par value,
5,000,000 shares authorized, none issued
Common stock, $.0001 par value,
50,000,000 shares authorized, 15,024,284
issued and outstanding 1,502 1,242
Additional paid in capital 12,513,274 6,712,705
Accumulated deficit (2,166,057) (6,367,383)
Cumulative translation adjustment (128,477) -
----------- -----------
Total stockholders equity 10,220,242 346,564
----------- -----------
13,652,982 5,006,487
=========== ===========
</TABLE>
<PAGE> 4
SVI Holdings, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
June 30, June 30,
1997 1996
<S> <C> <C>
(1,345,789) (1,345,789)
Cash flows from operating activities:
Net profit / (loss) from continuing operations 4,309,409 107,902
Net profit (loss) from discontinued operations (108,084) 28,368
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 260,838 35,680
Unrealized foreign exchange gain 32,318 (372,188)
Gain on disposal of Softline shares (3,751,248)
Equity in earnings of Softline Holdings (348,123) (74,976)
(Increase) decrease in:
Accounts receivable (760,292) (64,122)
Inventories 21,143 (6,362)
Prepaid expenses and other current assets 47,505 19,797
Net current assets of discontinued operations - 148,454
Increase (decrease) in:
Accounts payable and accrued expenses 989,896 (274,708)
----------- ------------
Net cash used in operating activities 693,361 (452,155)
Cash flows from investing activities:
Purchase of furniture and equipment (303,375) (49,473)
Disposals of furniture and equipment - 4,645
Proceeds on disposal of Softline shares 5,897,409
Purchase of Software License Rights (3,250,000)
Other Assets 35,412
Acquisition of Chapman Computers (Pty) Ltd (784,000)
Acquisition of Divergent Technologies (Pty) Ltd (4,076,945)
Investment in Softline Limited - (3,671,428)
----------- ------------
Net cash used in investing activities (2,481,499) (3,716,256)
Cash flows from financing activities:
Sale of common stock 4,686,432 1,365,688
Increase (decrease) in bank overdraft - (9,454)
(Decrease) increase in due to stockholders (net): (376,267) (659,960)
Increase / (Repayment) of note payable (5,485,371) 3,671,428
Increase in short term loans 3,377,234 (173,840)
----------- ------------
Net cash provided by financing activities 2,202,028 4,193,862
Effect of exchange rate on cash (30,689) -
----------- ------------
Net increase (decrease) in cash 383,201 25,451
Cash and cash equivalents, beginning of period 331,566 -
----------- ------------
Cash and cash equivalents, end of period 714,767 25,451
=========== ============
</TABLE>
<PAGE> 5
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Organization and Basis of Preparation
The accompanying consolidated financial statements have been prepared from
the unaudited records of SVI Holdings, Inc. and subsidiaries. In the opinion
of management, all adjustments necessary to present fairly the financial
position, results of operations and cash flows at June 30, 1997 and for all
the periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Accounting policies followed by the
Company are described in the notes to the financial statements in its Annual
Report on form 10-KSB for the year ended September 30, 1996. The financial
information included in this quarterly report should be read in conjunction
with the consolidated financial statements and related notes thereto in the
Company's Form 10-KSB for the fiscal year ended September 30, 1996.
The results of operations for the periods ended June 30, 1997 and 1996 are
not necessarily indicative of the results to be expected for the full year.
On December 8, 1995, the Company sold the net assets and related
operations of Tango Products USA, Inc., a wholly owned and fully consolidated
subsidiary. Operating results of Tango Products USA, Inc. for the periods
ended June 30, 1997 and June 30, 1996 are shown separately in the
accompanying statement of operations. Except as otherwise noted, all other
adjustments are of a continuing and recurring nature.
In February 1996, the Company entered into an agreement with the
management of Softline Business Systems (Proprietary) Limited ("Softline") to
acquire 100% of Softline for R 7,500,000.00 (US$ 1,927,500 at March 1, 1996).
Management of Softline, which held 15% of the equity in Softline,
simultaneously entered into an agreement to purchase 85% of the outstanding
issued share capital in Softline from Persetel Holdings Limited ("Persetel").
On February 12, 1996, Claudav Holdings B.V., the majority stockholder of SVI
Holdings, Inc. entered into an agreement with Credit Bancorp Limited to
provide financing for the acquisition of Softline. Despite repeated assurances
from Credit Bancorp and affiliated parties, such funding failed to
materialize. In March 1996, funding for the payment of the outstanding
purchase price was provided by a consortium of investors (the "Consortium").
It was agreed between SVI and the consortium that a new company, Softline
Holdings (Proprietary) Limited ("Softline Holdings") would be formed which
would hold 100% of Softline. SVI would hold 50% of the issued share capital of
Softline Holdings with the balance of 50% being held by the Consortium and
Softline management. As payment for its 50% interest in Softline Holdings, SVI
agreed to provide R 14,250,000 (US$ 3,355,875 at March 31, 1996).
Although no fixed date was set for the payment of the amount outstanding
for the interest of SVI in Softline, it was agreed that such payment would be
made prior to the listing of Softline on the Johannesburg Stock Exchange (the
"JSE"). In order to finance the acquisition, SVI entered into various
contracts to secure funding through private placements and secured loans, but
despite the binding nature of such agreements, none of the funding parties
complied with their contractual commitments to provide such funding.
In August 1996, Softline entered into negotiations for the listing of
Softline on the JSE via the acquisition of Benoni Gold Mining Limited
("Benoni"), a "cash shell" listed on the JSE. In view of the impending listing
of Softline and the fact that the contracted sources for the provisions of
<PAGE> 6
funding of the acquisition of Softline had failed to materialize, the Company
entered into negotiations with Softline management and the Consortium. As a
result of these negotiations, it was agreed that the Company would provide an
amount of R 9,627,200 (US$ 2,097,767 at September 30, 1996) and the interest
of SVI in Softline would be adjusted to 40.25% of the outstanding common
shares.
Funding for the amount paid to Softline of R 9,627,200 (US$ 2,097,767 at
September 30, 1996) was raised by the private placement of the Company's
securities and a loan from Sudash (Pty) Ltd ("Sudash") of R 8,280,000
(US$ 1,804,212 at September 30, 1996).
On February 19, 1997, the acquisition of Benoni was completed and
Softline was listed in the Industrial - Electronics sector of the JSE as
Softline Limited. In terms of the agreement with the existing shareholders of
Benoni and the exercise of options in Softline, the Company's holding in
Softline was diluted to 29% of the outstanding issued share capital of
Softline Limited amounting to 48,639,000 shares of common stock.
In April 1997, 26,757,131 shares in Softline Limited were sold realizing
gross proceeds of US$6,724,934. After costs of $1,100,280 relating to the
acquisition and sale of the stock, the net proceeds of $5,597,409 were
utilized for the repayment of the Sudash loan, payment for the outstanding
balance on the note due on the acquisition of Divergent and the acquisition of
Chapman Computers (Pty) Ltd. Subsequent to the sale of these Softline shares,
the Company held under 20% of the outstanding equity in Softline and effective
the quarter ended June 30, 1997, Softline will no longer be accounted for
under the equity method. The market value of the Company's remaining
investment in Softline was approximately $7,500,000 at August 15, 1997.
Mr. Barry Schechter is a member of the Board of Directors of Softline
serving as a representative of the Company.
On November 5, 1996, the Company entered into agreements for the
acquisition of Divergent Technologies Pty, Ltd.("Divergent"), an Australian
information technology company. The Company acquired 100% of the outstanding
issued share capital of Divergent comprising 1,500,000 Ordinary shares and
52,500 "E" Class Redeemable Preference shares and the exclusive worldwide
technology rights (the "Technology Rights") for the "dOLPHIN" and "dPOSit"
software products.
The purchase price for Divergent was A$ 5,177,720 (United States
$4,076,945 at November 5, 1996) and the option to purchase 1,600,000 shares of
the Company's common stock at a price of $1.75 for two years. The Technology
Rights were acquired in exchange for 1,300,000 shares of the common stock of
the Company. The Company financed the acquisition of Divergent by the sale of
a portion of its investment in Softline.
On March 12, 1997, the "E" Class Redeemable Preference shares were
redeemed for cash and the exchange of 52,383 shares of the Company's common
stock.
On April 28, 1997, the Company, closed the acquisition of the business of
Chapman Computers (Pty) Ltd ("Chapman") via it's wholly owned subsidiary,
Divergent.
Pursuant to the agreement dated April 28, 1997, Divergent acquired the
assets, Principal Technology, and Computer Software Programs of Chapman from
Chapman Computers (Pty) Ltd, The Chapman Computers Unit Trust and Colin Bruce
Chapman.
The purchase price was $1,534,000 of which the Company paid $784,000
(Australian Dollars 1,000,000) in cash. The balance of $750,000 was settled by
the issue of 300,000 shares of the common stock of the Company to the Chapman
Computers Unit Trust. The Shares issued for the acquisition are to be held in
escrow for a period of 3 years from the completion of sale of Chapman to
Divergent.
Chapman is an Australian company which specializes in providing computer
systems for accounting and management to the retail industry in Australia, New
Zealand and the Pacific Rim.
<PAGE> 7
The following unaudited pro forma summary presents the consolidated
results of operations as if the acquisition of Divergent Technologies (Pty)
Ltd and Chapman Computers (Pty) Ltd had occurred on October 1, 1995. These pro
forma results have been prepared for comparative purposes only and do not
purport to be indicative of what would have occurred had the acquisition been
made as of those dates or of the results which may occur in the future.
SVI Holdings, Inc. and Subsidiaries
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended June 30, 1997
<TABLE>
<CAPTION>
SVI Pro-Forma Pro-Forma
Consolidated Chapman Adjustments
Consolidated
<S> <C> <C> <C> <C>
Net Sales 6,258,831 699,426 6,958,257
=========== ========= ===========
Income (loss) from
continuing operations 4,309,409 215,361 4,524,770
Income (loss) from
discontinued operations (108,084) -
(108,084)
----------- --------- -----------
Net Income 4,201,325 215,361 4,416,685
=========== ========= ===========
Weighted Average Number
of Common Shares
Outstanding 15,306,555 A 200,000 15,506,555
=========== ===========
Earnings per share 0.27 0.28
=========== ===========
</TABLE>
SVI Holdings, Inc. and Subsidiaries
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended June 30, 1996
<TABLE>
<CAPTION>
SVI Pro-Forma Pro-Forma
Historical Divergent Chapman Adjustments
Consolidated
<S> <C> <C> <C> <C> <C>
Net Sales 538,904 4,314,853 702,933 5,556,690
========== ========= ======= =========
Income (loss)
from
continuing
operations 107,902 167,180 18,455 B (193,965) 99,572
Income (loss)
from
discontinued
operations 28,368 - - 28,368
------------ ---------- --------- ----------- ----------
Net Income 136,270 167,180 18,455 B (193,965) 127,940
============ ========== ========= =========== ==========
Weighted
Average
Number of
Common Shares
Outstanding 11,812,244 A 1,600,000 13,412,244
============ =========== ===========
Earnings per
share 0.01 0.01
</TABLE>
<PAGE> 8
Note A 1996 1997
Weighted average shares issued
for acquisitions: 1,600,000 200,000
========= =======
Note B 1996
Amortization of Goodwill (72,090)
Amortization of Software License (121,875)
---------
(193,965)
=========
In the quarter ended December 31, 1996, the Company sold 100,000 shares of
common stock through a private placement at $2.00 per share for a total
consideration of $200,000. The Company issued 1,300,000 shares of common stock
at a price of $2.50 per share for a total consideration of $3,250,000 in
payment for the acquisition of the rights to the "dOLPHIN" and "dPOSit"
software products.
In the quarter ended December 31, 1996, the Company issued 226,000
employee options under the Company's stock incentive plan at an exercise price
of $1.75 per share. An additional 2,170,000 non-employee options were issued
with exercise prices ranging from $1.00 to $2.00 per share.
In the quarter ended March 31, 1997, the Company issued 52,484 shares of
common stock for $1.75 per share for a total consideration of $ 91,847 as part
payment for the redemption of the Divergent "E Class" shares.
In the quarter ended June 30, 1997, the Company issued 300,000 shares of
common stock at $2.50 per share in part settlement of the acquisition of
Chapman.
In the quarter ended June 30, 1997, consultant optionees exercised their
right to purchase 800,000 shares of common stock at exercise prices ranging
from $0.75 to $1.75 per share for a total consideration of $1,000,000. An
additional 5,000 options were exercised by an employee optionee at an exercise
price of $0.75 per share for a total consideration of $3,750.
<PAGE> 9
Item 2. Management's Discussion and Analysis or Plan of Operation
Results of operations
For a discussion of certain risks regarding the Company, see the Risk
Factors section of the Company's Form 10-KSB for the year ended September 30,
1996.
For the nine months ended June 30, 1997, revenues from continuing
operations increased by $ 5,719,927 in comparison with the same period in the
previous year. This increase is attributable to the acquisition of Divergent
Technologies (Pty) Ltd and Chapman Computers (Pty) Ltd.
Cost of sales increased relative to sales for the nine months ended
June 30, 1997, in comparison with the same period of the previous year. This
increase is attributable to the acquisition of Divergent and Chapman and
reflects the higher cost of sales inherent in the provision of high-end
computer systems which includes the sale of hardware and components, in
comparison with the sale of training materials.
Selling, General and Administrative expenses increased to $ 3,803,506 for
the nine months ended June 30, 1997 in comparison with $ 744,205 in the nine
months ended June 30, 1996. This increase is attributable to the inclusion of
Divergent and Chapman in the consolidated financial statements for the quarter
ended March 31, 1997.
The Company's portion of equity in the earnings of Softline amounted to
$348,123 for the nine months ended June 30, 1997. This comprised 40.25% of the
earnings of Softline for the period to February 19, 1996 and 28% of the
earnings of Softline for the period from Februaury 20, 1997 to March 31, 1997.
The Company's interest in Softline was diluted to 29% on the listing of
Softline on the Johannesburg Stock Exchange in February 1997. The interest was
further diluted to approximately 19% on the sale of 28,763,000 shares of
Softline Stock realizing gross proceeds of US$6,724,934 which resulted in a
net gain of $3,598,995.
Foreign income taxes of $402,552 were paid by Divergent in the nine months
ended June 30, 1997. Net operating loss carry forwards available to SVI
Holdings are not available to offset the tax liabilities of the foreign
subsidiary.
Income from continuing operations of $3,746,192 was earned for the quarter
ended June 30, 1997, compared with income from continuing operations of
$107,902 for the comparative period of the prior year. The increase in profit
is primarily attributable to the sale of a portion of the company's interest
in Softline.
In the quarter ended June 30, 1997, the company had a loss from
discontinued operations of $108,084. These losses are attributable to
provisions for loss on recovery of the amounts due from the purchasers of the
businesses of Cabinets Galore, Inc. and Tango Products USA, Inc.
At the quarter ended June 30, 1997, the Company had a deferred tax asset
of approximately $780,000 resulting from net operating loss carry forwards,
which has been offset in its entirety by a valuation allowance. These carry
forwards may be used to offset future taxable income, expiring from the year
2005 to 2010.
<PAGE> 10
Financial Condition
At June 30, 1997, the Company had a working capital surplus of $598,003.
This is an increase in working capital of $2,442,231 from the deficit of
$1,844,228 at September 30, 1996. The increase in working capital is the
result of debts retired which were funded from the sale of the Softline stock
Management believes that current cash resources should be adequate to provide
for the Company's immediate requirements.
The operations of the Company have primarily been financed by private
placements of the Company's securities and advances from stockholders. There
is no assurance that these sources of funds will be available in future. In
additional to private placements and advances from stockholders, the Company
intends to utilize the liquidity of its investment in Softline arising from
the listing of Softline on the JSE as an additional source of funds.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings.
On November 26, 1996, the Company obtained a preliminary injunction in the
United States District Court (Southern District of California) (the "District
Court") against certain defendants, including Park Financial Group, Inc.
("Park Financial"), Edwin Wood, Bank Martinique, Brink, Hudson & LaFever,
Ltd., Walmur & Co., Pacific International Securities, Inc., Union Securities,
Ltd., Corporate Stock Transfer, Inc., BLB Financial, Inc., Brian Walsh, Brian
Johanson, Luke di Angelo, Gary Robinson, Bear Stearns & Co., Inc., and
Philadelphia Depository Trust Company, in order to prevent the transfer of any
of the two million shares of the Company's common stock that had been
delivered to Park Financial in contemplation of a loan to be secured by a
pledge of stock. The loan was not funded and the stock should have been
returned to the majority stockholder of the Company.
The Company has alleged that, the Company's majority stockholder, in the
course of seeking a loan from a prospective lender, transferred a significant
number of the Company's shares held by that majority stockholder to Park
Financial. The shares were to be held in trust by Park Financial until the
loan was funded and then held by Park Financial as a pledge holder. The
Company alleges that Park Financial failed to hold the shares in trust and
instead sold or otherwise transferred the shares to third parties who began to
trade the restricted shares in violation of Park Financial's representations
and obligations to the Company and its majority stockholder. Based on the
above allegations, the Company has filed a lawsuit in the District Court
against certain of the above defendants for breach of contract, common law
fraud, and conversion, as well as for violations of federal securities
statutes.
Item 2. Changes in Securities
On April 28, 1997, the Company issued 300,000 shares of its common stock
in exchange for $750,000 as part of the consideration paid for the acquisition
of certain assets of Chapman Computers (Pty) Ltd ("Chapman"). The Stock was
issued to Chapman, the Chapman Computers Unit Trust and Colin Bruce Chapman.
The stock issuances were exempt from registration under Section 4(2) of the
Securities Act of 1933, and Rule 506 or 505 of Regulation D promulgated
thereunder, or Regulation S promulgated thereunder, due to the limited number
of purchasers and the fact that all of the purchasers are residents of
Australia.
In the quarter ended June 30, 1997, consultant optionees exercised their
right to purchase 800,000 shares of common stock at exercise prices ranging
from $0.75 to $1.75 per share for a total consideration of $1,000,000. An
additional 5,000 options were exercised by an employee optionee at an exercise
price of $0.75 per share for a total consideration of $3,750. The stock
issuances were exempt from registration under Section 4(2) of the Securities
Act of 1933, and Rule 506 or 505 of Regulation D promulgated thereunder, or
Regulation S promulgated thereunder, due to the limited number of purchasers
and the fact that all of the purchasers are foreign residents.
<PAGE> 11
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
2.2 Asset Purchase Agreement dated as of April 28, 1997, between the
Company, Divergent, Colin Bruce Chapman, Chapman Computers and
the Chapman Computers Unit Trust. Incorporated by reference to
exhibit 2.1 to the Company's 8-K filed on August 11, 1997.
2.3 Escrow Agreement between Escrow Agent and Divergent, Colin Bruce
Chapman, Chapman Computers and the Chapman Computers Unit Trust.
Incorporated by reference to exhibit 2.2 to the Company's 8-K
filed on August 11, 1997.
2.4 Deed of Assignment of Copyright between Chapman Computers and
Chapman Computers Unit Trust and Divergent Technologies (Pty) Ltd.
Incorporated by reference to exhibit 2.3 to the Company's 8-K
filed on August 11, 1997.
2.5 Confidentiality agreement and restraint of trade between Chapman
Computers Pty Limited and Chapman Computers Pty Limited as Trustee
for the Chapman Computers Unit Trust and Divergent Technologies
(Pty) Ltd. Incorporated by reference to exhibit 2.4 to the
Company's 8-K filed on August 11, 1997.
3.1 Articles of Incorporation - Incorporated by reference to exhibit
3.1 to the Company's Annual Report for the year ended December 31,
1993.
3.2 Bylaws - Incorporated by reference to exhibit 3.1 to the Company's
Annual Report for the year ended December 31, 1993.
10.1 Incentive Stock Option Plan - Incorporated by reference to
exhibit 3.1 to the Company's Annual Report for the year ended
September 30, 1994.
10.2 Distribution Agreement dated November 25, 1992 between Tango
Proprietary Limited and Tango Products USA, Inc. - Incorporated by
reference to exhibit 3.1 to the Company's Annual Report for the
year ended September 30, 1994.
10.3 Sales Of Shares Agreement dated January 28, 1996, between the
Company and Management of the Soft Line Management Group for the
acquisition of Soft Line Business Systems (Pty) Ltd.- Incorporated
by reference to exhibit 10.3 to the Company's Annual Report for
the year ended September 30, 1996.
10.4 Share Purchase Agreement dated November 4, 1996 as amended between
the Company and Hookmond Pty., Ltd. and Landreef Pty. Ltd. for the
acquisition of the equity of Divergent Technology Pty, Ltd. -
Incorporated by reference to exhibit 10.4 to the Company's Annual
Report for the year ended September 30, 1996.
10.5 Technology Purchase Agreement dated November 4, 1996 as amended
between the Company and New Hope Trading Limited for the
acquisition of the exclusive worldwide technology rights for the
"dOLPHIN" and "dPOSit" software products.- Incorporated by
reference to exhibit 10.5 to the Company's Annual Report for the
year ended September 30, 1996.
27 Article 5 Financial Data Schedule for the third quarter of 1997.
</TABLE>
<PAGE> 12
(b) Reports on Form 8-K
On August 11, 1997 the Company filed a Form 8-K under item 2 describing
the acquisition of the business of Chapman Computers (Pty) Ltd.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly cause this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SVI Holdings, Inc.
Registrant
Date: August 15, 1997 By:/s/Russell Schechter
--------------- -----------------
Russell Schechter
Vice President / Secretary
Signing on behalf of the registrant
and as principal financial officer.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SVI
Holdings, Inc.'s interim consolidated statement of income for the nine months
ended June 30, 1997 and it's consolidated balance sheet as of June 30, 1997 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
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0
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