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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): October 24, 1997
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SVI Holdings, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
33-36125-D 84-1131608
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(Commission File Number) (IRS Employer Identification No.)
7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037
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(Address of Principal Executive Offices) (Zip Code)
(619) 551-2365
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On October 24, 1997, SVI Holdings, Inc. (the "Company") and certain of its
stockholders entered into a series of interlocking agreements with Softline
Limited ("Softline") and Hosken Consolidated Investments Limited ("HCI") as
described in more detail below. Both Softline and HCI are South African
companies listed on the Johannesburg Stock Exchange (the "JSE").
These agreements provide for the acquisition in total by Softline of
approximately 16.5 million shares of the outstanding common stock of the
Company, of which approximately 12.5 million shares are being issued by the
Company. This will represent approximately 60% of the Company's outstanding
common stock. Softline will acquire five million shares of the Company's common
stock in exchange for all of the capital stock of IBIS Systems Limited, a United
Kingdom company ("IBIS"), which specializes in the development of software
solutions for the construction and heavy equipment rental industries. In
addition, Softline will acquire approximately 7.5 million shares of the
Company's common stock in exchange for cash in the amount of approximately $7.3
million and the worldwide distribution rights (excluding Africa) to the
Brilliant accounting package and certain technology related to Brilliant.
Finally, Softline will acquire from certain stockholders of the Company,
including members of the Board of Directors and the Company's current majority
stockholder, an additional four million shares of the Company's common stock in
exchange for cash and Softline shares.
The Company has also agreed to sell to HCI its remaining 19.8 million
shares of Softline for cash in the amount of approximately $6 million.
Closing of each of the above agreements is subject to all of the
agreements closing, and to customary closing conditions, including approval by
the JSE and South African Foreign Exchange Control. Subject to regulatory
approval, the closing is currently scheduled to take place on November 17, 1997.
Safe Harbor statement under the Private Securities Litigation Reform Act of
1995. When used in this filing, the words "should", "anticipate", "believe",
"expect", and similar expressions are intended to identify forward looking
statements. Such statements are subject to certain risks and uncertainties,
including fluctuations in currency exchange rates and the level of demand for
computer hardware and software in South Africa, United Kingdom and Australia
that could cause actual results to differ materially from any forward looking
statements.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) EXHIBITS:
Exhibit
Number Description
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99.1 Press release dated October 24, 1997.
SIGNATURE
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 hereunto duly authorized.
Date: November 5, 1997 SVI HOLDINGS, INC.
(Registrant)
By: /s/ Russell Schechter
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Russell Schechter
Chief Financial Officer
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FOR IMMEDIATE RELEASE CONTACT: Barry Schechter Donald Radcliffe
President Radcliffe & Associates, Inc.
Tel:(619) 551-2365 Tel:(212) 605-0113
SVI HOLDINGS ANNOUNCES IT HAS REACHED AGREEMENTS TO
* Acquire IBIS Services Limited (UK)
* Acquire Worldwide Technology rights to Brilliant Software
* Sell remaining shares of Softline Limited
SOFTLINE LIMITED TO BECOME MAJORITY SHAREHOLDER IN SVI
SVI WILL RECEIVE $13.5 MILLION FROM TRANSACTIONS
La Jolla, California *** October 24, 1997 *** SVI Holdings, Inc. (OTC/BB: SVIH)
announced today that it has entered into a series of transactions which will
result in Softline Limited, a major South African information technology company
listed on the Johannesburg Stock Exchange (JSE: SFT), becoming the majority
shareholder in SVIH. These agreements are subject to the approval by the South
African Reserve Bank, Softline stockholder approval at an October 31 meeting and
listing requirements of the Johannesburg Stock Exchange.
SVI has agreed to purchase from Softline its 100% interest in IBIS Services
Limited (UK) for 5,000,000 newly issued shares of SVI stock. IBIS is a 10-year
old information technology company which develops, supports, and markets
business systems specifically for the construction and heavy equipment rental
industries. IBIS is headquartered in the UK and product development is
completed in Dublin, Ireland. For the year ended April 1997 IBIS had revenues
of about $4.5 million and had grown at better than 20% per year for the last two
years. Gross profit percentage was greater than 50% in each of the last three
years.
SVI also has agreed to acquire the Worldwide Technology rights outside of Africa
for Softline's Brilliant range of technology. This software is one of the
leading accounting packages in Southern Africa with a current installed based in
excess of 30,000 users.
Barry Schechter, Chairman and CEO of SVI commenting on the transaction said, "We
are very excited about the potential for the Brilliant Accounting technology and
IBIS. We are in the process of developing a substantial international software
company, based upon proprietary technology. We plan to integrate a number of
theses applications and market them to our large worldwide installed customer
base."
SVI has also agreed to sell its remaining shares of Softline (approximately
20,000,000) in a private transaction for approximately $6.5 million which will
result in an approximately $5 million pre-tax gain.
In addition to the shares of SVI which Softline received for IBIS, coupled with
the technology rights, Softline purchased additional shares of SVI in a private
placement. Softline in private transactions purchased stock from several
shareholders and exchanged Softline shares for SVI shares. Following these
transactions Softline will hold about 60% of SVI's, approximately 27 million
outstanding shares.
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Ivan Epstein, Co-founder and Chief Executive Officer of Softline said, "We
believe these transactions will really be a win-win situation for both Softline
and SVI. Under Barry Schechter's and my guidance Softline has grown from under
$5 million in revenues to its present level approaching $100 million in just 18
months. He is now building a substantial international software company in
which IBIS and the Brilliant Technology fit exceedingly well. We expect to see
substantial growth as has already been experienced in SVI's Divergent
Technologies subsidiary in Australia."
Barry Schechter, added, "With the $13.5 million we have received from these
transactions, the strong cash flow from our existing operations and the
technologies we already possess, we expect to be able to begin to become a
leading international specialty software company. Our relationship with
Softline coupled with our research and technical development centers in Dublin,
Sydney, Johannesburg and San Diego should help us achieve this objective."
SVI is a rapidly expanding IT holding company which acquires and develops
companies in the information technology industry. It currently has two wholly
owned subsidiaries, SVI Training Products, Inc., a US based company which
develops and markets instructor-led training courseware for computer software
programs, and Divergent Technologies Pty. Limited, which is an Australian
Company, which designs, develops, and markets leading business solutions for all
levels of retail establishments in the local and international marketplace.
Safe Harbor statement under this Private Securities Litigation Reform Act of
1995. When used in this release, the words "should", "anticipate", "believe",
"expect", and similar expressions are intended to identify forward looking
statements. Such statements are subject to certain risks and uncertainties,
including fluctuations in currency exchange rates and the level of demand for
computer hardware and software in South Africa, United Kingdom and Australia
that could cause actual results to differ materially from any forward looking
statements.
