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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended: September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File No. 0-23049
SVI HOLDINGS, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 84-1131608
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037
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(Address of Principal Executive Offices, Including Zip Code)
Issuer's Telephone Number, Including Area Code: (619) 551-2365
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock $0.0001 par value per share.
Name of each exchange on which registered: None.
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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 ___
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The Issuer's revenues from continuing operations for the fiscal year ended
September 30, 1997 were $10,433,878.
The aggregate market value of the Issuer's voting stock held by non-affiliates
was $42,325,607 as of December 31, 1997.
As of December 31, 1997, 27,932,684 shares of the Issuer's common stock were
outstanding.
Documents incorporated by reference: None.
This Form 10-KSB consists of 45 pages. Exhibits are indexed at page 15.
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Currency Translation
Unless otherwise indicated, references in this report to "Australian
Dollar" or "A$" are to Australian Dollars, references in this report to "Rand"
or "R" are to South African Rand and references in this report to "Pounds" or
"UK" are to United Kingdom Pounds. On September 30, 1997, the market average
exchange rate was approximately A$1.45, UK 0.60 and R 4.78 per U.S. dollar.
Unless otherwise indicated, U.S. dollar equivalent information of foreign
currencies for a period is based on the average of the daily exchange rates
for the days in the period, and U.S. dollar information as of a specified date
is based on the exchange rate for that date unless otherwise indicated.
Certain numbers in this report have been rounded.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this report regarding matters that are
not historical facts are forward-looking statements (as such term is defined
in the rules promulgated pursuant to the Securities Exchange Act of 1934, as
amended). Because such forward-looking statements include risks and
uncertainties, actual results may differ materially from those expressed in or
implied by such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, those discussed
herein under "Risk Factors." The Company undertakes no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after September 30, 1997 or to
reflect the occurrence of unanticipated events.
PART I
ITEM 1.Description of Business.
General
SVI Holdings, Inc., formerly known as Wilson Capital, Inc. (the
"Company" or "SVI"), is a Nevada corporation which maintains its principal
place of business at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California
92037 and its telephone number is (619) 551-2365.
The Company is a holding company and has no operating business except
through its direct and indirect subsidiaries. On February 2, 1994, the Company
acquired Sabica Ventures, Inc. ("Sabica") through an exchange of 9,000,000
shares of the Company's common stock for all of the issued and outstanding
common stock of Sabica (the "Acquisition"). Before the Acquisition, the
Company's activities had been limited to organizational matters and the sale
of 1,000,000 Units consisting of the Company's $.0001 par value common stock
and one Common Stock Purchase Warrant. Each Warrant entitles the holder to
purchase one share of common stock at $7.00 per share during the two-year
period commencing on the effective date of a Post-Effective Amendment to the
Company's Registration Statement that has yet to be filed.
Sabica, a California corporation, formed in February 1990, is a holding
company which owns all the issued and outstanding stock of SVI Training
Products, Inc. ("Training"), Tango Products USA, Inc. ("Tango"), Cabinets
Galore, Inc. ("Cabinets") and Divergent Technologies Pty Limited
("Divergent"), an Australian company. The Company also owned an equity
interest in Softline Limited ("Softline"), a South African Company. The
Company has continued the business of Sabica, whose goal is to develop its
earnings base by investment and acquisition of innovative technology companies
operating in potential growth industries. The Company's primary and current
focus in identifying such opportunities is concentrated in the computer
industry, where management has significant experience. The Company is
currently targeting several potential acquisitions which will fit its target
profile of companies marketing proven and profitable products into emerging
markets. SVI and subsidiaries employed a total of approximately 110 people at
December 31, 1997.
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In 1996, the Company acquired 40% of the equity of Softline for a
consideration of R 9,627,200 (US$ 2,014,058 at September 30, 1997). Softline
was listed on the Johannesburg Stock Exchange (the "JSE") in February 1997 via
the acquisition of a cash shell. As a result of the listing of Softline, the
Companies interest in the equity of Softline was diluted to approximately 29%
comprising 48,639,000 shares.
During the year-ended September 30, 1997, the Company sold 28,763,000
Softline shares realizing gross proceeds of approximately $7,000,000 resulting
in a net gain of approximately $3,974,000.
Effective October 1, 1996, the Company entered into agreements for the
acquisition of Divergent Technologies Pty, Ltd.("Divergent"), an Australian
information technology company. The Company acquired 100% of the outstanding
issued share capital of Divergent comprising 1,500,000 Ordinary shares and
52,500 "E" Class Redeemable Preference shares and the exclusive worldwide
technology rights (the "Technology Rights") for the "dOLPHIN" and "dPOSit"
software products.
The purchase price for Divergent was A$ 5,177,720 (United States
$4,154,933 at October 1, 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 52,484 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") through it's wholly owned subsidiary,
Divergent Technologies (Pty) Limited.
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 (the "Trust")
and Colin Bruce Chapman.
The purchase price of $1,384,000 comprised a cash portion of $784,000
(Australian Dollars 1,000,000) with the balance of $600,000 settled by the
issuance 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.
The cash portion of the purchase price was financed by the sale of a
portion of the Company's investment in Softline.
Under the terms of the agreement, if the pre-tax profits of Chapman for
the year ended June 30, 1998 exceed 450,000 Australian Dollars, an additional
200,000 shares will be due to the Trust, with additional shares payable for
the excess of Chapman's profits over 450,000 Australian Dollars. The number
of additional shares will be determined by a formula agreed upon between the
parties.
Chapman is an Australian company that specializes in providing computer
systems for accounting and management to the retail industry in Australia, New
Zealand and the Pacific Rim.
On October 24, 1997, SVI and certain of its stockholders entered into a
series of interlocking agreements with Softline and Hosken Consolidated
Investments Limited ("HCI") as described in more detail below. Both Softline
and HCI are South African companies listed on the JSE.
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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 represents approximately 60% of the Company's outstanding common
stock. Softline acquired 5 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 acquired 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 acquired from certain stockholders of the Company, including members
of the Board of Directors and the Company's current majority stockholder, an
additional 4 million shares of the Company's common stock in exchange for cash
and Softline shares.
The Company also sold to HCI its remaining 19.8 million shares of
Softline for cash in the amount of approximately $6 million.
Mr. Barry Schechter is a member of the Board of Directors of Softline
serving as a representative of the Company.
SOFTLINE LIMITED
Softline is a holding company with subsidiaries operating as developers
and distributors of computer software and distributors of computers and
related products. Softline is located in South Africa and is listed in the
Industrial - Electronics sector of the Johannesburg Stock Exchange.
DIVERGENT TECHNOLOGIES PTY LTD
Divergent is an Australian information technology company with locations
in Sydney, Melbourne and Brisbane. Specializing in point of sale systems,
Divergent provides comprehensive solutions for clients' information system
requirements through sales of hardware and software and the provision of
implementation, support and training services.
Divergent's products and services are primarily provided to clients
utilizing client/server architecture for their information technology
solutions. Client/server architecture utilizes multiple terminals and
workstations linked to larger computers and includes internet and intranet
solutions. This encompasses larger businesses with multiple locations and
Australian State and Federal Government bodies.
Divergent's market leading systems include the dOLFIN Financial
Management system for retail distribution and manufacturing companies, the
dPOSit Retail, Management and point-of-sale system for multi-store specialty
retailers and RAGS Computer Systems, designed for the garment industry.
Divergent's business systems provide complete integration of all business
activities into a single business system.
In April 1997, Divergent acquired the business of Chapman Computers
which was integrated into the operations of Divergent in 1997. The acquisition
of Chapman assisted Divergent in increasing its customer base and provided
additional technical resources resulting in the improvement of their range of
software products.
Divergent's software products are continually refined and improved to
remain competitive and to integrate advantages provided by new technology
advances. Research and development expenditures amounted to approximately
A$ 742,000 (US$572,000 at September 30, 1997) for the fiscal year ended
September 30, 1997.
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Divergent is currently investigating opportunities to include additional
platforms and expand into additional markets in the Pacific Rim and Asia.
SVI TRAINING PRODUCTS, INC.
SVI Training Products, Inc. ("Training") develops and distributes
computer software Training courses designed for use in an instructor-led
training environment. Training products are either sold as individual manuals
and instructor guides, or provided to customers on CD-Rom on a limited site
license basis.
Site licensing allows the customer to utilize products to train an
unlimited number of people for a fixed annual fee, and provides Training with
a recurring annual income stream upon renewal. To date, license renewals have
exceeded 80% of the original licenses sold. A majority of the licenses sold
have been provided on CD-Rom, which allows customers flexibility in the
customization of course materials.
Training is generally able to provide premium quality products at a
lower cost than competitors. Training uses a network of specialized sub-
contractors in the development of materials on a project basis which allows
for the fast, simultaneous development of multiple courses. The use of sub-
contractors on a project basis allows Training access to diverse skills
without incurring commitments to additional fixed overhead. Timely
introduction of new products is important in accessing competitors' existing
customer bases. At September 30, 1997, Training had developed in excess of 200
training modules, which provide a significant barrier to entry for
competitors. Management believes that larger competitors will find it
difficult to compete on the basis of price with Training due to higher
development costs and existing large overhead structures.
Training markets products through direct mail, trade shows and
telemarketing. Training uses both in-house and independent representatives,
and has established sales offices in California, Texas, Virginia and Indiana.
Customers include universities, large corporations, government agencies and
training schools. Training has also concluded a royalty agreement with a
distributor in the United Kingdom and is in the process of negotiating
agreements to open distribution to additional foreign markets.
In November 1997, Training released upgraded customization software
compatible with Microsoft Windows 95 and Office 97. This software is provided
on a CD-Rom and provides a simple method for clients to customize the existing
courseware library to their specific requirements.
Training also entered into an agreement as a reseller for Computer Based
Training ("CBT") applications. Although Training specializes in providing
Lecture Based Training materials developed internally, the addition of CBT
products to the product range allows Training access to a more diverse
customer base.
Training is also in the process of developing skills testing software
in conjunction with Masterskill Training (a Subsidiary of Softline). Skills
testing software enables employers to evaluate the skills of their employees
and provides assistance in selecting the appropriate course modules for
trainees. Training also anticipates sales of the skills testing software to
additional markets such as personnel agencies.
Training expended approximately $100,000 per year in Research and
Development for the fiscal years ended September 30, 1996 and 1997.
It is the intention of Training to continue to broaden its base of
products and expand its markets both domestically and overseas.
Training currently has 8 full time employees.
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TANGO PRODUCTS USA, INC.
Tango Products USA, Inc. held exclusive rights for the U.S., Canada,
Mexico and Southern Africa on a royalty-free basis for the distribution and
sale of the Australian-manufactured Tango range of thermoplastic drinkware and
tabletop products. These operations were discontinued in the 1996 fiscal year.
CABINETS GALORE, INC.
Cabinets Galore, Inc. was a manufacturer of European style melamine
furniture and cabinets. The operations of Cabinets were discontinued at the
beginning of the 1995 fiscal year.
IBIS SYSTEMS LIMITED
On October 24, 1997, the Company entered into agreements for the
acquisition of IBIS Systems Limited ("IBIS") from Softline. Softline is an
affiliate of the Company. On closing of the acquisition agreement, Softline
acquired a 60% holding in the Company. Barry Schechter, a Director and Chief
Executive Officer of the Company, is a director of Softline.
Pursuant to the agreement dated October 24, 1997, the Company acquired the
trade marks of IBIS via the acquisition of 100% of the equity of Anniston
Ventures Limited (a British Virgin Island Company) and the business of IBIS
via the acquisition of IBIS Systems Limited (a United Kingdom Company).
The purchase price of $7,500,000 was agreed upon by arms-length
negotiation between the parties. The purchase price was settled via the issue
of 5,000,000 shares of the Common Stock of the Company to Softline.
Under the terms of the agreement, the Company will pay the management of
IBIS an incentive to the extent that the aggregate of UK1,450,000 (US$
2,440,640) plus eight times the earnings over UK450,000 (US$ 757,440) in the
1998 financial year plus five time the extent to which the earnings for the
1999 financial year exceed UK655,000 (US$1,102,496). Softline will bear the
costs of the incentive up to R45,000,000 (US$ 9,317,734 and the Company will
pay such amount as exceeds R45,000,000.
IBIS develops, supplies and supports commercial software applications
designed specifically for the Construction and Heavy Equipment Rental
industries. The market for IBIS products is primarily larger companies within
this market segment. The software is designed for use in client/server
environment and is designed to be hardware independent by using UNIX based
open systems architecture.
The head office of IBIS is located in Cressex, High Wycombe,
Buckinghamshire where it rents 5,600 square feet. IBIS also conducts business
from offices in Dublin, Ireland and Petersfield, Hampshire. IBIS employs
approximately 22 people.
IBIS products are marketed under the name of "SULUS" which is trademarked.
The SULUS software package comprises 10 modules utilized in the accounting and
management of Construction and Heavy Equipment Rental enterprises.
Risk Factors
The securities of the Company are speculative in nature and involve a
high degree of risk. In addition to the other information contained in this
report, shareholders should carefully consider the following risk factors.
Absence Of Substantive Disclosure Relating To Acquisitions. Although
management of the Company will endeavor to evaluate the risks inherent in any
particular acquisition, there can be no assurance that the Company will
properly ascertain all such risks. Management of the Company will have
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virtually unrestricted flexibility in identifying and selecting prospective
acquisition candidates. The Company does not intend to seek stockholder
approval for any acquisitions unless required by applicable law or
regulations and stockholders will most likely not have an opportunity to
review financial information on an acquisition candidate prior to consummation
of an acquisition.
Possible Fluctuations In Operating Results. There can be no assurance
that the Company's operating subsidiaries will operate profitably, or that
prior trends will be indicative of future results of operations. Future
results of operations may fluctuate significantly based upon factors such as
increases in competition, losses incurred by new businesses that may be
acquired in the future, currency fluctuations, political changes,
macroeconomic factors, and other circumstances that may not be reasonably
foreseeable at this time.
Competition. The Company competes with a number of companies, both
domestically and internationally, offering similar products and services, some
of whom may have substantially greater financial, management, technical and
other resources than the Company. In addition, the Company may experience
competition from other companies seeking to identify and consummate
acquisitions of computer technology related companies. Such competition may
result in the loss of an acquisition candidate or an increase in the price the
Company would be required to pay for any such acquisition.
Dependence On Key Personnel. The Company's success depends upon the
continued contributions of its Chief Executive Officer, Barry Schechter. The
Company's success also depends upon the executive management of Softline,
Divergent and IBIS. The business of the Company could be adversely affected
by the loss of services of, or a material reduction in the amount of time
devoted to the Company, by its executive officers.
Certain United States Federal Income Tax Risks. It is possible that
based on stock ownership and/or types of income, the Company may be classified
as a passive foreign investment company, a controlled foreign corporation, a
foreign personal holding company or a personal holding company for United
States federal income tax purposes. Under the special rules that apply to such
companies, United States residents may be required to include certain amounts
in income before it is actually distributed to them. Although the Company
intends, to the extent consistent with its other business goals, to operate in
a manner that will minimize the adverse effects of such provisions, if
applicable, no assurance of such a result can be given. Therefore, each
shareholder should consult his or her own tax advisor with respect to the tax
consequences to him or her of the ownership and disposition of the Company's
Common Stock, including the applicability and effect of federal, state, local
and foreign tax laws and of changes in applicable tax laws.
Year 2000 Software Compliance ("Millennium bug"). The Company and
subsidiaries are primarily reliant on software developed internally. Although
such software has been enhanced to provide for the year 2000, it is possible
that programs acquired from third parties and incorporated into applications
may contain such errors. The Company intends to continue testing and
enhancement to ensure that risks related to the millennium bug are minimized.
Due to the fact that such software is continually in the process of
development and enhancement, additional costs related to the correction of
this problem are not expected to be significant.
Item 2 Description of Property.
The Company leases a 1,899 square foot facility in a building located at
7979 Ivanhoe Avenue, Suite 500, La Jolla, California. These facilities are
shared by the Company and its subsidiaries under a lease which expires on May
31, 1999. The base rent is currently $3,600 per month.
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Item 3. 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.
The Company has been successful in obtaining court orders accounting for
all shares forming the subject matter of the transaction. With the exception
of 215,000 shares sold to bona fide purchasers, the Company has court orders
authorizing the recovery of all shares. The Company is maintaining its action
against defendants Park Financial Group Inc., Edwin Wood, Donna Dickenson,
Kathryn Jones and Banque de Petite Martinique for recovery of the Company's
damages and attorneys fees and costs expended as a result of such defendants'
unlawful conduct. The Company expects this matter to be adjudicated or
successfully resolved within six months.
Item 4. Submission of Matters to a vote of Security Holders.
None
PART II
Item 5. Market for Company's Common Equity and Related Stockholder Matters
Principal Market
The Company's Common Stock began trading on the over-the-counter market
in March 1994, and is quoted on OTC Bulletin Board Systems. As of December
31, 1997 there were 27,932,684 shares of Common Stock outstanding held by
approximately 170 holders of record representing approximately 500 beneficial
owners.
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Stock Price and Dividend Information
The following table sets forth high and low bid closing quotations for
the Common Stock, on a quarterly basis from October 1, 1995 to September 30,
1997.
Fiscal 1997 Fiscal 1996
Quarter High Bid Low Bid High Bid Low Bid
First 4.625 1.75 8 0.5
Second 3.125 1.875 8.75 5.875
Third 2.875 2.047 8.25 5.5
Fourth 3 2.125 7 3.25
The quotations for the Common Stock set forth above represent bid
quotations between dealers, and may not necessarily represent actual
transactions and "real time" sales prices. The source of the bid information
is the National Association of Securities Dealers, Inc.
The Company has not paid dividends to its stockholders since its
inception and does not anticipate paying dividends in the foreseeable future.
Following the fiscal year ended September 30, 1997, the Company sold
shares of its common stock in the acquisition of IBIS and related transactions
as described in Item 1. These transactions are exempt from registration with
the Securities and Exchange Commission under Section 4(2) of the Securities
Act, as amended or under Regulation D or under both.
ITEM 6. Management's Discussion and Analysis or Plan of Operations.
Results of Operations
The audited financial statements of the Company for the years ended
September 30, 1997 and 1996 reflect net income of $4,848,410 and $147,463,
respectively.
Net Sales from continuing operations increased by $9,760,270 for the
year ended September 30, 1997 to $10,433,878 compared to $673,608 for the year
ended September 30, 1996. The increase in sales is primarily attributable to
the inclusion of Divergent and Chapman in the consolidated statement of
operations for 1997. In the 1996 fiscal year, net sales from continuing
operations were solely attributable to the operations of SVI Training.
Gross Profit from continuing operations for the year ended September 30,
1997 was $7,397,218 compared to $573,219 for the year ended September 30,
1996. The increase in gross profit resulted from the inclusion of Divergent
and Chapman in the consolidated statement of operations in 1997. Gross Profit
declined as a percentage of sales from 85% in 1996 to 71% in 1997. This
decrease reflects the increased direct costs inherent in the provision of
computer solutions in comparison to direct costs within Training.
Operating Expenses for continuing operations for the year ended
September 30, 1997, were $5,883,558 compared to $1,089,309 for the year ended
September 30, 1996. The increase in costs is attributable primarily to the
inclusion of Divergent. Operating expenses have declined as a percentage of
sales to 56% (162% in 1996), which reflects the Company's increased ability to
absorb overhead as a result of the increased scale of the consolidated
operations. As the Company develops, operating expenses are expected to
continue to decrease as a percentage of sales.
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Non-operating expense consists of net interest expense from continuing
operations, which decreased to $103,398 in 1997 from $133,505 in 1996.
Additionally, the Company received interest income of $60,751 in 1997. The
improvement in interest income/expenditure is due to the increased cash
resources resulting from sale of a portion of the Company's investment in
Softline.
Equity earnings of Softline in 1997 amounted to $627,550 compared to
$379,429 for the period from March 1, 1996 (the acquisition date) to September
30, 1996. The Company's investment in Softline fluctuated between 40% and 10%
in the course of the 1997 fiscal year (40% in 1996) as the Companys' holding
in Softline was diluted as a result of the listing of Softline on the JSE and
the sale of Softline securities by the Company. Despite the lower equity stake
in Softline, equity earnings increased as the Company held the investment in
Softline for the entire year (7 months in 1996) and Softline experienced
substantial growth in the course of the 1997 fiscal year.
A foreign exchange loss of $120,455 arose in 1997 compared to a gain of
$343,000 in 1996 resulting from the acquisitions of Softline and Divergent
being denominated in foreign currencies. Although these liabilities had been
paid in full at September 30, 1997, further gains or losses resulting from
the fluctuation of the value of the Rand, UK Pound and Australian Dollar in
relation to United States currency may be expected as the result transactions
between the Company and its affiliates arising from the normal course of
business.
The Company recorded a gain of $3,973,755 on the sales of Softline
shares in fiscal 1997. The sale of the Softline shares yielded net proceeds of
$6,164,852. Net proceeds are stated after deducting costs associated with the
acquisition and disposal of the Softline shares. Included in costs associated
with the acquisition of Softline are provisions for legal fees related to the
recovery of securities held as collateral for a loan to fund the acquisition
of Softline. Also included is a provision of $430,000 for the reimbursement to
the major stockholder for securities provided as collateral for the loan on
the Company's behalf that were stolen.
Net income from continuing operations for the year ended September 30,
1997 $4,848,410 compared to $130,871 for the year ended September 30, 1996.
The increase in income is due to income from Divergent which is included in
the consolidated financial statements for the first time in fiscal 1997, an
increase in equity earnings in Softline and gain on disposal of Softline
shares.
During the year ended September 30, 1997, the Company investigated
possible acquisitions in addition to Divergent, Chapman and IBIS. The Company
will continue with its investment strategy of seeking potential acquisitions
that will contribute toward the Company's development. As there is no
certainty that the Company will reach satisfactory terms for these
acquisitions, the occurrence of these acquisitions cannot be guaranteed.
Liquidity and Capital Resources
At September 30, 1997, the Company had working capital of $596,479. This
amount represents a increase of $554,562 compared to the Company's working
capital deficit at September 30, 1996 of $12,430. Working capital excludes
amounts due to stockholders. Subsequent to year end the Company received
additional funding by raising equity through a the sale of Softline shares and
the sale of 7,536,000 shares of common stock of the Company to Softline. As a
result of these transactions, the Company has substantial cash resources which
it believes are sufficient to provide for foreseeable operations and
acquisitions.
ITEM 7. Financial Statements
Please see financial statement pages F-1 through F-21.
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ITEM 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Set forth below are the names, ages and principal occupations for the
last five years of the directors and/or executive officers of the Company:
Barry M. Schechter - (44), has been Chairman, President, Chief Executive
Officer and Director of the Company from February 1994 to the present. He also
serves as Chairman of the Board of each of the Company's subsidiaries. He has
been Chief Executive Officer of Sabica since its inception in February 1990.
Mr Schechter is a Chartered Accountant (South Africa).
Arthur S. Klitofsky - (43), has been Vice President, and a Director of
the Company from February 1994 to the present. He has been Chief Executive
Officer of SVI Training, since 1991. From 1985 to 1991, he was Managing
Director of Punch Line Columbia Training Ltd, which became the largest
computer education company in South Africa. Mr Klitofsky has a Bachelor of
Science Degree in Electrical Engineering from the University of Witwatersrand,
Johannesburg, South Africa and a Bachelor in Accounting Science Degree from
the University of South Africa.
Russell A. Schechter - (34), has been Vice President, Chief Financial
Officer, Treasurer, Secretary and a Director of the Company from February 1994
to the present. He has been Chief Financial Officer of Sabica since June,
1991. From 1986 to 1991, he was employed in the audit and management advisory
services division of Coopers & Lybrand in South Africa. Mr Schechter is a
Chartered Accountant (South Africa).
John C. Petrow - (45), has been a Director of the Company since February
1994 to the present. Since 1976, he has been employed by C.J Petrow and
Company (PTY) LTD, which is engaged in international commodities trading, and
he is presently a director of that company. Mr Petrow received a BA Degree
from the University of the Witwatersrand, Johannesburg, South Africa. Mr.
Petrow resigned as a Director in July 1997
Jack M. Ginsberg - (49), has been a Director of the Company since
February 1994 to the present. Since 1974, he has been employed by C.J Petrow
and Company (PTY) LTD, which is engaged in international commodities trading,
and he is presently financial director of that company. Mr Ginsberg has a
Bachelor of Accounting Degree from the University of the Witwatersrand,
Johannesburg, South Africa. Mr. Ginsberg resigned as a Director in July 1997.
Directors of the Company will be elected annually and hold office until
the next annual meeting of shareholders or until their successors are duly
elected and qualified. All officers of the Company will be elected and serve
at the discretion of their Board of Directors.
There are no family relationships among the directors and executive
officers except that Barry M. Schechter and Russell A. Schechter are brothers.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires that the Company's directors
and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company, Officers, Directors
and greater-than-ten-percent stockholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
<PAGE> 12
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended September 30, 1997, except
one late filing of a form 3 by Barry Schechter, Russell Schechter, Arthur
Klitofsky and Claudav Holdings, all Section 16(a) filing requirements
applicable to its officers, directors and greater-than-ten-percent beneficial
owners were complied with.
Item 10.Executive Compensation
The following table sets forth for the years indicated certain
compensation of the Company's chief executive officer and the executive
officers of the Company who earned more than $100,000 in such years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Principal/Position Year Salary
Barry M. Schechter 1997 $156,000
Chairman, President 1996 $138,000
and Chief Executive 1995 $120,000
Officer
Arthur S. Klitofsky 1997 $127,000
Director, President 1996 $114,000
of SVI Training 1995 $ 87,000
The Company also provides certain compensatory benefits and other non-cash
compensation to the persons named in the Summary Compensation Table. The
incremental cost to the Company of all such benefits and other compensation paid
in the years indicated to such named individuals was less than 10% of his
reported compensation and also less than $50,000.
The following table sets forth the information concerning individual grants
of stock options and appreciation rights during the last fiscal year to the
Company's chief executive officer and the executive officers of the Company who
earned more than $100,000 last year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
Percent Of
Number of Total Options/
Securities SARs Granted
Underlying To Employees Exercise Or
Options/SARs In Fiscal Base Price
Name Granted (#) Year (S/Sh) Expiration
Arthur Klitofsky 57,000 25% $ 1.75 12/27/2006
The following table sets forth the information concerning each exercise
of stock options during the last fiscal year by each of Company's chief
executive officer and the executive officers of the Company who earned more
than $100,000 last year and the fiscal year value of unexercised options.
<PAGE> 13<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number Of
Securities Value Of
Underlying Unexercised
Shares Unexercised In-The-Money
Acquired Options/SARs Options/SARs
On Value At FY-End (#) At FY-End(S)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
B.Schechter 0 $0 0/0 $0/$0
A. Klitofsky 0 $0 262,000/0 $203,500/$0
Stock Option Plan
The Company has an Incentive Stock Option Plan (the "Plan") under which
options granted are intended to qualify as incentive stock options as defined
under the Internal Revenue Code. In accordance with the terms of the Plan,
options to purchase up to 1,000,000 shares of the Company's Common Stock may be
granted to employees of the Company. The Plan is administered by the Board of
Directors, which establishes the terms and conditions of each option grant.
Incentive stock options must be granted at an exercise price of at least the
market value of the Common Stock on the date of grant, except for recipients who
own 10% or more of the Company's outstanding Common Stock, in which case the
exercise price on the date of grant must be at least 110% of the market value of
the Common Stock. Additionally, the options must not have a term of in excess
of 10 years, or five years if the recipient owns more than 10% of the
outstanding
Common Stock.
Compensation Committee Interlock and Insider Participation
During fiscal year 1997, Barry M. Schechter, Arthur S. Klitofsky, and
Russell A. Schechter, all officers of the Company, participated in deliberations
of the Company's Board of Directors concerning executive officer compensation.
Item 11.Security Ownership of Certain Beneficial Owners and Management.
Set forth below is certain information concerning the ownership of the
Company's Common Stock as of December 31, 1997, by (i) all persons known to the
Company to be beneficial owners of more than 5% of the outstanding Common Stock,
(ii) each Director of the Company, (iii) each executive officer of the Company,
and (iv) all executive officers and Directors of the Company as a group. Except
as otherwise indicated, and subject to applicable community property and similar
laws, the persons named have sole voting and investment power with respect to
the
securities owned by them.
Number of Shares Percent of
Beneficially Owned Outstanding Shares
Softline Limited 18,974,000 (2) 62.5%
16 Commerce Crescent
Eastgate Extension 13
Sandton 2148
South Africa
Claudav Holdings BV 5,617,200 20.11%
9 Rue Charles Humbert
1205 Geneva, Switzerland
Barry M. Schechter 5,669,200 (1)(2) 20.25%
Russell A. Schechter 464,010 (2) 1.6%
Arthur S. Klitofsky 432,200 (2) 1.5%
<PAGE> 14
All Directors and Executive
Officers as a group
([3] persons)
(1) Includes all of the shares held by Claudav Holdings BV and 2,000 shares
held by minor children residing with Barry Schechter, both of which Mr.Schechter
disclaims beneficial ownership.
(2) Includes shares issuable upon the exercise of options within sixty days of
December 31, 1997 as follows: 2,438,000 shares subject to options held by
Softline Limited, 50,000 shares subject to options held by Mr. Barry Schechter,
263,810 shares subject to options held by Mr. Russell Schechter and 282,000
shares subject to options held by Mr. Klitofsky.
ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Claudav Holdings B.V., formerly the majority stockholder of the Company,
from time to time, has provided funds to the Company to cover operating expenses
in the form of unsecured loans bearing interest at rates agreed to periodically
between Claudav Holdings B.V. and the Company. As of September 30, 1997, the
loans due Claudav Holdings B.V. aggregated $301,645.
In September 1996, an affiliate of the controlling stockholder advanced the
Company R 8,280,000 (US$ 1,831,858 at September 30, 1996) for the acquisition of
Softline. The loan was repaid in 1997.
As of September 30, 1996, $1,078,022 was due from an affiliated corporation
of the controlling stockholder Company. This amount was repaid in 1997.
After the Company's fiscal year 1997 ended, the Company entered into a
multi-party transaction that included Softline and is described in detail under
Item 1. Mr. Barry Schechter is a director of Softline and at the conclusion of
this transaction, Softline became a majority shareholder of the Company.
<PAGE> 15
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
2.1 Asset Purchase Agreement dated as of October 1, 1994 among Cabinets
Galore, Inc., Cabinets Galore Orange County, Inc., Sabica Ventures,
Inc. and Barry Jacobs incorporated by reference to the Company's
Annual Report on Form 10-KSB for the year ended September 30, 1995.
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.
10.01 Incentive Stock Option Plan - Incorporated by reference to exhibit
3.1 to the Company's Annual Report for the year ended September 30,
1994.
10.02 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.
10.03 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 of the Company's Form 10-KSB for the
fiscal year ended September 30, 1996.
10.04 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 of the Company's Form 10-
KSB for the fiscal year ended September 30, 1996.
10.05 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 of the Company's Form 10-KSB for the fiscal year ended
September 30, 1996.
10.06 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 of the Form8-K filed on August 9, 1997.
10.07 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 of the Form8-K filed on
August 9, 1997.
10.08 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 of the Form8-K filed on
August 9, 1997.
10.09 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 of the Form 8-K
filed on August 9, 1997.
<PAGE> 16
10.10 Sale of Shares Agreement between Softline and the Company for the
acquisition of IBIS incorporated by reference to exhibit 1 of the
Company's Form 8-K filed on December 19, 1997.
10.11 Share Swap Agreement between the Company and Softline for the trade
of 7,536,000 SVI shares for 22,130,448 shares of Softline
incorporated by reference to exhibit 2 of the Company's Form 8-K
filed on December 19, 1997.
10.12 Renunciation Agreement between SVI, HCI and Softline providing for
the sale of 22,130,448 Softline shares to HCI incorporated by
reference to exhibit 3 of the Company's Form 8-K filed on
December 19, 1997.
10.13 Subscription Agreement incorporated by reference to exhibit 4 of
the Company's Form 8-K filed on December 19, 1997.
10.14 Agreement between SVI, HCI and Softline recording that all other
agreements are indivisible incorporated by reference to exhibit 5 of
the Company's Form 8-K filed on December 19, 1997.
10.15 Employment agreement between the Company and Barry Schechter.
21 List of Subsidiaries
27 Financial Data Schedule
(b) Reports on Form 8-K
1.The Company filed a report on Form 8-K on August 11, 1997
detailing the acquisition of Chapman Computers by its' subsidiary
Divergent Technologies Pty Ltd.
2.The Company filed a report on Form 8-K on September 18, 1997
detailing the sale of software by Divergent to a large Australian
retailer.
INDEX TO FINANCIAL STATEMENTS
Page Description
F-1 Audited financial statements of SVI Holdings, Inc. and subsidiaries
for the years ended September 30, 1997 and 1996.
<PAGE> 17
SVI HOLDINGS, INC. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
SEPTEMBER 30, 1997 AND 1996
F-1
<PAGE> 18
SVI HOLDINGS, INC. AND SUBSIDIARIES
CONTENTS
As of September 30, 1997
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Consolidated Balance Sheet 2 - 3
Consolidated Statements of Operations 4
Consolidated Statements of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6 - 7
Notes to Consolidated Financial Statements 8 - 19
F-2
<PAGE> 19
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
SVI Holdings, Inc.
We have audited the consolidated balance sheet of SVI Holdings, Inc. and
Subsidiaries as of September 30, 1997, and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of the two years in
the period ended September 30, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of SVI Holdings, Inc.
and Subsidiaries as of September 30, 1997, and the consolidated results of their
operations and their consolidated cash flows for each of the two years in the
period ended September 30, 1997, in conformity with generally accepted
accounting principles.
/s/Singer Lewak Greenbaum & Goldstein LLP
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
December 5, 1997
F-3
<PAGE> 20
SVI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As September 30, 1997
ASSETS
Current assets
Cash (Note 2) $4,685,428
Certificates of deposit, pledged (Note 6) 350,000
Accounts receivable, net of allowance for doubtful accounts
of $164,071 1,828,358
Inventories 1,200,461
Prepaid expenses and other current assets 331,465
-----------
Total current assets 8,395,712
Furniture and equipment, net (Note 3) 442,712
Investment in Softline Limited, at equity (Note 5) 1,778,755
Deferred tax asset (Note 10) 116,197
Capitalized software, net (Note 4) 6,129,878
Excess of cost over fair value of net assets acquired,
net of accumulated amortization of $123,107 2,339,042
Other assets 27,237
-----------
Total assets $19,229,533
===========
The accompanying notes are an integral part of these financial statements
2 F-4
<PAGE> 21
SVI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Continued)
As September 30, 1997
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Lines of credit - bank (Note 6) $ 340,000
Notes payable 50,000
Accounts payable 5,712,964
Accrued expenses 670,340
Income taxes payable 1,025,929
-----------
Total current liabilities 7,799,233
Long-term liabilities 243,233
Due to stockholder (Note 7) 301,645
-----------
Total liabilities 8,344,111
-----------
Commitments (Note 8)
Stockholders' equity (Notes 9 and 13)
Preferred stock, $.0001 par value
5,000,000 shares authorized
0 issued and outstanding -
Common stock, $.0001 par value
50,000,000 shares authorized
15,044,284 issued and outstanding 1,504
Additional paid-in capital 12,665,564
Accumulated deficit (1,518,973)
Cumulative translation adjustment (262,673)
-----------
Total stockholders' equity 10,885,422
-----------
Total liabilities and stockholders' equity $19,229,533
===========
The accompanying notes are an integral part of these financial statements
3 F-5
<PAGE> 22
SVI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended September 30,
1997 1996
------------ ------------
Net sales $10,433,878 $ 673,608
Cost of goods sold 3,036,660 100,389
------------ ------------
Gross profit 7,397,218 573,219
Selling, general, and administrative expenses 5,883,558 1,089,309
------------ ------------
Income (loss) from operations 1,513,660 (516,090)
Other income (expense)
Interest income 60,751 -
Other income - 58,037
Interest expense (103,398) (133,505)
Equity in earnings of Softline Limited 627,550 379,429
Gain (loss) on foreign currency transaction (Note 5) (120,455) 343,000
Gain on disposal of Softline Limited shares 3,973,755 -
------------ ------------
Total other income (expense) 4,438,203 646,961
------------ ------------
Income before provision for income taxes and
discontinued operations 5,951,863 130,871
Provision for income taxes (Note 10) 1,103,453 -
------------ ------------
Income before discontinued operations 4,848,410 130,871
------------ ------------
Income from discontinued operations (Note 11)
Loss from operations of Tango Products USA, Inc. - (67,319)
Gain on disposal of Tango Products USA, Inc. - 83,911
------------ ------------
Total income from discontinued operations - 16,592
------------ ------------
Net income $ 4,848,410 $ 147,463
============ ============
Per share information
Income from continuing operations $ .31 $ .01
Income from discontinued operations - -
------------ ------------
Net income per share $ .31 $ .01
============ ============
Weighted average common shares outstanding 15,617,665 11,902,469
============ ============
The accompanying notes are an integral part of these financial statements
4 F-6
<PAGE> 23
SVI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended September 30,
<TABLE>
<CAPTION>
Additional
Cumulative
Common Stock Paid-In
Accumulated Translation
Shares Amount Capital
Deficit Adjustment Total
------------ ------------ ------------
- ------------ ------------ ------------
<S> <C> <C> <C> <C>
<C> <C>
Balance, September
30, 1995 10,319,800 $ 1,032 $ 4,757,227
$(6,514,846) $ - $(1,756,587)
Sale of common stock 1,966,800 197 1,843,501
1,843,698
Exercise of stock
options 136,200 13 111,977
111,990
Net income
147,463 147,463
------------ ------------ ------------
- ------------ ------------ ------------
Balance, September
30, 1996 12,422,800 1,242 6,712,705
(6,367,383) - 346,564
Common stock
issued to purchase
software 1,620,000 162 3,889,838
3,890,000
Sale of common stock 196,484 20 368,837
368,857
Exercise of stock
options 805,000 80 1,003,670
1,003,750
Expense recognized
from issuance of
stock options 202,500
202,500
Increase in equity in
Softline Limited
as a result of
going public 488,014
488,014
Change in foreign
currency translation
adjustment
(262,673) (262,673)
Net income
4,848,410 4,848,410
------------ ------------ ------------
- ------------ ------------ -----------
Balance, September
30, 1997 15,044,284 $ 1,504 $12,665,564
$(1,518,973) $ (262,673) $10,885,422
============ ============ ============
============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
5 F-7
<PAGE> 24
SVI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30,
1997 1996
------------ ------------
Cash flows from operating activities
Net income from continuing operations $ 4,848,410 $ 130,871
Net income from discontinued operations - 16,592
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation and amortization 1,177,834 53,571
Equity in earnings in Softline Limited (627,550) (379,429)
Foreign currency transaction loss (gain) 120,455 (343,000)
Compensation expense from issuance of
stock options 202,500 -
Gain on sale of Softline Limited shares (3,973,755) -
Changes in deferred taxes (116,197) -
(Increase) decrease in
Accounts receivable (1,038,241) 1,058
Inventories (843,683) (8,439)
Note receivable 90,344 -
Prepaid expenses and other current assets (226,490) 19,180
Deposits and other assets (8,469) (17,617)
Net current assets of discontinued operations - 148,454
Increase (decrease) in
Accounts payable 4,868,277 (461,361)
Other liabilities 233,161 -
Accrued expenses (609,467) 83,859
Income taxes payable 1,025,929 -
------------ ------------
Net cash provided by (used in) operating activities 5,123,058 (756,261)
------------ ------------
Cash flows from investing activities
Maturity of certificates of deposit 350,000 -
Acquisition of Divergent Technologies (Pty)
Limited, net of cash acquired (3,839,651) -
Purchase of furniture and equipment (494,823) (13,689)
Net proceeds from sale of Softline Limited shares 6,164,852 (2,474,859)
Purchase of capitalized software (891,952) (52,225)
------------ ------------
Net cash provided by (used in) investing activities 1,288,426 (2,540,773)
------------ ------------
Cash flows from financing activities
Proceeds from notes payable 26,565 -
Proceeds from sale of common stock 1,372,607 1,843,698
Payments on line of credit (359,399) -
Payments on notes payable - (150,405)
Due from affiliate 1,078,022 -
Increase in bank overdraft - (9,454)
Increase (decrease) in due to stockholders, net (3,597,748) 1,629,765
------------ ------------
Net cash provided by (used in) financing activities (1,479,953) 3,313,604
------------ ------------
The accompanying notes are an integral part of these financial statements
6 F-8
<PAGE> 25
SVI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Years Ended September 30,
1997 1996
------------ ------------
Cumulative translation adjustment $ (262,673) $ -
------------ ------------
Net increase in cash 4,668,858 16,570
Cash and cash equivalents, beginning of year 16,570 -
------------ ------------
Cash and cash equivalents, end of year $ 4,685,428 $ 16,570
============ ============
Supplemental disclosure of cash flow information
Interest of $102,527 and $145,474 was paid during the years ended September 30,
1997 and 1996, respectively, which included interest from discontinued
operations for the year ended September 30, 1996 of $11,969. Income taxes of
$233,000 and $0 were paid during the years ended September 30, 1997 and 1996,
respectively.
Supplemental schedule of non-cash investing and financing activities
During the year ended September 30, 1996, a stockholder exercised stock options
in the amount of $111,990 by reducing amounts due to stockholder. During the
year ended September 30, 1997, the Company issued 1,620,000 shares of common
stock in connection with the purchase of software.
The accompanying notes are an integral part of these financial statements
7 F-9
<PAGE> 26
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Lines of Business
- ----------------------------------
SVI Holdings, Inc. (the "Company" or "SVI") is a holding company. At September
30, 1997, through its subsidiaries, the Company is engaged in the development
and distribution of computer software training courses and computer software and
hardware for retail establishments.
Business Combination
- --------------------
Effective October 1, 1996, the Company entered into a Share Purchase Agreement
and a Technology Purchase Agreement to acquire 100% of the issued and
outstanding shares of Divergent Technologies (Pty) Limited ("Divergent"), an
Australian software company. The purchase price was $4,154,933 plus 1,300,000
shares of the Company's common stock and options to purchase 1,600,000 shares of
the Company's common stock at a price of $1.75 for two years. This acquisition
was accounted for using the purchase method of accounting. The Company recorded
$2,462,149 in excess of cost over fair value of net assets acquired which is
being amortized on a straight-line basis over twenty years. The results of
operations for Divergent for the twelve months ended September 30, 1997 have
been included in the consolidated results of the Company.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All material intercompany accounts and
transactions have been eliminated.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Cash Equivalents
- ----------------
For purposes of the statements of cash flows, the Company considers all
highly-liquid investments purchased with original maturities of three months or
less to be cash equivalents.
Inventories
- -----------
Inventories consist of finished goods and are stated at the lower of cost or
market, cost generally being determined on a first-in, first-out basis.
Furniture and Equipment
- -----------------------
Furniture and equipment are stated at cost. Depreciation and amortization are
being provided using the straight-line and accelerated methods over the
estimated useful lives of four to forty years as follows:
8 F-10
<PAGE> 27
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Furniture and Equipment (Continued)
- -----------------------
Automobiles 7 years
Computer equipment 4 years
Furniture and fixtures 7 to 10 years
Leasehold improvements 40 years
Expenditures for maintenance and repairs are charged to operations as incurred
while renewals and betterments are capitalized.
Excess of Cost over Fair Value of Net Assets Acquired
- -----------------------------------------------------
Excess of cost over fair value of net assets acquired arising from the Company's
acquisition of Divergent is amortized over twenty years using the straight-line
method. The Company periodically reviews this asset to determine its
recoverability.
Revenue Recognition
- -------------------
Licensing and royalty revenues are generally recognized on the completion of the
license agreement by the Company, provided that no significant vendor or
post-contract support obligations remain outstanding and collection of the
resulting receivable is deemed probable. Where significant, revenue from
support obligations is recognized ratably over the contract term. Certain
royalty agreements provide for per unit royalties to be paid to the Company
based on shipments by customers of units containing the Company's products.
Revenue under such agreements is recognized at the time of shipment by the
customer. Revenue from the installation of point-of-sale computer systems is
recognized when installation is completed and accepted by the customer.
Capitalized Software
- --------------------
Capitalized software includes amounts paid to develop the Company's computer
training courses and to develop the accounting software for retail
establishments. These costs are amortized over five and ten years, respectively,
using the straight-line method.
Net Income Per Share
- --------------------
Net income per share is based on the weighted average number of common and
common equivalent shares outstanding during each year. The shares to be issued
upon exercise of outstanding stock options and warrants are included as common
stock equivalents if they are dilutive.
9 F-11
<PAGE> 28
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
- ------------
The Company utilizes Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," which requires the recognition of deferred
tax liabilities and assets for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under this
method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each period end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The provision for income taxes represents the tax payable for the period and the
change during the period in deferred tax assets and liabilities.
Impairment of Long-Lived Assets
- -------------------------------
The Company adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," during fiscal 1997. The
impact of such adoption was not material.
Accounting Pronouncements
- -------------------------
The Financial Accounting Standards Board ("FASB") issued SFAS No. 128, "Earnings
Per Share," which is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods. Early adoption is
not permitted. SFAS No. 128 requires public companies to present basic earnings
per share and, if applicable, diluted earnings per share instead of primary and
fully-diluted earnings per share. The Company does not believe that diluted
earnings per share in accordance with SFAS No. 128 will be materially different
from the earnings per share previously reported.
SFAS No. 129, "Disclosure of Information about Capital Structures," issued by
FASB is effective for financial statements ending after December 15, 1997. The
new standard reinstates various securities disclosure requirements previously in
effect under Accounting Principles Bulletin ("APB") Opinion No. 15, "Computing
Earnings per Share," which has been superseded by SFAS No. 128. The Company
does not expect adoption of SFAS No. 129 to have a material effect, if any, on
its financial position or results of operations.
SFAS No. 130, "Reporting Comprehensive Income," issued by FASB is effective for
financial statements with fiscal years beginning after December 15, 1997. SFAS
No. 130 establishes standards for reporting and display of comprehensive income
and its components in a full set of general-purpose financial statements. The
Company has not determined the impact, if any, the adoption of SFAS No. 130 will
have on its financial position or results of operations.
10 F-12
<PAGE> 29
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments
- -----------------------------------
The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. For certain of the Company's
financial instruments, including cash, accounts receivable, accounts payable,
and accrued expenses, the carrying amounts approximate fair value due to their
short maturities. The amounts shown for notes payable also approximate fair
value because current interest rates offered to the Company for notes payable of
similar maturities are substantially the same.
NOTE 2 - CASH
The Company maintains cash balances and short-term investments at several
financial institutions. Accounts at each institution are insured by the Federal
Deposit Insurance Corporation up to $100,000. As of September 30, 1997, the
uninsured portion of these balances held at financial institutions aggregated to
$568,236. The Company also had funds totaling $2,624,228 in a non-United States
financial institution. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on cash
and cash equivalents.
NOTE 3 - FURNITURE AND EQUIPMENT
Furniture and equipment at September 30, 1997 consisted of the following:
Automobiles $ 38,788
Computer equipment 585,819
Furniture and fixtures 164,338
Leasehold improvements 36,705
------------
825,650
Less accumulated depreciation and amortization 382,938
------------
Total $442,712
============
11 F-13
<PAGE> 30
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 4 - CAPITALIZED SOFTWARE
Capitalized software at September 30, 1997 consisted of the following:
Training software $ 83,775
Point-of-sale software 6,733,982
-----------
6,817,757
Less accumulated depreciation and amortization 687,880
-----------
Total $6,129,878
===========
NOTE 5 - EQUITY INVESTMENT IN SOFTLINE LIMITED
In fiscal year 1996, the Company purchased 40.25% of Softline Limited
("Softline") for R 9,627,200 (United States $2,097,767). During the year ended
September 30, 1997, the Company sold a portion of the shares of Softline it
owned for net proceeds of $6,164,852. The management of the Company exercised
significant influence over the operations of Softline; therefore, the Company
has accounted for its investment in Softline using the equity method of
accounting.
The Company financed its acquisition of Softline, in part, with a note payable
that is denominated in South African Rand. Due to the fluctuation of the United
States Dollar (the Company's functional currency) to the South African Rand, the
Company has recognized a gain (loss) on foreign currency transaction in the
amount of ($120,455) and $343,000 in the September 30, 1997 and 1996 statements
of operations, respectively.
Summary unaudited financial information of Softline as of and for the year ended
September 30, 1997 and the seven-month period ended September 30, 1996 is listed
below:
September 30,
--------------------------
1997 1996
------------ ------------
Operating statement data
Net sales $ 49,256,641 $ 21,727,917
Net income $ 3,678,971 $ 942,680
Balance sheet data
Current assets $ 18,817,040
Total assets $ 31,900,913
Current liabilities $ 12,208,028
Long-term debt $ 271,090
Stockholders' equity $ 19,421,795
12 F-14
<PAGE> 31
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 6 - LINES OF CREDIT - BANK
The lines of credit are due through November 1998. Interest is payable monthly
at the bank's prime interest rate plus 1%. (The interest rate as of September
30, 1997 was 8.5%.) The notes are collateralized by certificates of deposit in
the amount of $350,000 and all property of the Company.
NOTE 7 - DUE TO STOCKHOLDER
The loans due to stockholder of $301,645 are unsecured with no stated maturity
date, with interest generally at prime plus 1.2% per annum, but is forgiven from
time to time by the stockholders. Interest paid under these loans for the years
ended September 30, 1997 and 1996 was approximately $42,257 and $61,880,
respectively.
NOTE 8 - COMMITMENTS
Operating Leases
- ----------------
The Company leases facilities for its corporate offices in San Diego, California
under a long-term lease agreement through June 2000. The Company's Australian
subsidiary leases facilities in Australia under long-term lease agreements
through October 2006. Future annual minimum lease payments for non-cancelable
operating leases are summarized as follows:
Year Ending
September 30,
1998 $ 173,095
1999 173,095
2000 162,271
2001 129,798
2002 129,798
Thereafter 530,009
----------
Total $1,298,066
==========
Rent expense was $191,806 and $32,820 for the years ended September 30, 1997 and
1996, respectively.
Contingent Shares
- -----------------
As part of the acquisition by Divergent of The Chapman Computers Unit Trust
("Chapman") during the year ended September 30, 1997, the Company will issue
200,000 shares of common stock if the pre-tax net income of Chapman exceeds
$450,000 during the period from July 1, 1997 to June 30, 1998, and additional
shares may be issued if net income exceeds $450,000 for the same period.
13 F-15
<PAGE> 32
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 8 - COMMITMENTS (Continued)
Contingent Shares (Continued)
Divergent has a line of credit of AUS $500,000, none of which was outstanding at
September 30, 1997.
NOTE 9 - COMMON STOCK, STOCK OPTIONS, AND WARRANTS
Issuance of Common Shares
- -------------------------
In 1997, the Company sold 196,484 shares of common stock through several private
placements with offering prices ranging from $1.75 to $2.00 per share for a
total consideration of $368,857.
Stock Option Plan
- -----------------
The Company has adopted an incentive stock option plan. Options under this plan
may be granted to employees and officers of the Company. There are 1,000,000
shares of common stock reserved for issuance under this plan. The exercise
price of the options is determined by the board of directors, but the exercise
price may not be less than 100% of the fair market value on the date of grant.
Options vest over periods not to exceed ten years.
The following summarizes the Company's stock option transactions under the stock
option plan:
Weighted
Average
Shares Under Exercise
Option Price
------------ ------------
Options outstanding, September
30, 1995 167,200 $ 0.81
Expired/canceled (10,500) $ 0.75
Granted 391,810 $ 0.52
Exercised (136,200) $ 0.81
------------
Options outstanding, September
30, 1996 412,310 $ 0.54
Expired/canceled (22,000) $ 1.75
Granted 226,000 $ 1.75
Exercised (5,000) $ 0.75
------------
Options outstanding,
September 30, 1997 611,310 $ 0.94
============
At September 30, 1997, all of the options were exercisable.
14 F-16
<PAGE> 33
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 9 - COMMON STOCK, STOCK OPTIONS, AND WARRANTS (Continued)
Stock Option Plan (Continued)
- -----------------
In addition to options issued pursuant to the stock option plan mentioned above,
the Company has issued additional options to consultants. The following
summarizes the Company's other stock option transactions:
Weighted
Average
Shares Under Exercise
Option Price
------------ ------------
Options outstanding, September
30, 1995 150,000 $ 0.75
Expired/canceled (100,000) $ 0.75
Granted 900,000 $ 0.70
------------
Options outstanding, September
30, 1996 950,000 $ 0.70
Granted 2,470,000 $ 1.93
Exercised (800,000) $ 1.25
------------
Options outstanding,
September 30, 1997 2,620,000 $ 1.69
============
At September 30, 1997, all of the options were exercisable.
In fiscal year 1997, the Company recognized expense of $202,500 resulting from
options granted during the year.
The Company has adopted only the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." It applies Accounting Principles
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations in accounting for its plans and does not recognize
compensation expense for its stock-based compensation plans other than for
restricted stock and options issued to outside third parties. If the Company
had elected to recognize compensation expense based upon the fair value at the
grant date for awards under this plan consistent with the methodology prescribed
by SFAS 123, the Company's net income and income per share would be reduced to
the pro forma amounts indicated below:
15 F-17
<PAGE> 34
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 9 - COMMON STOCK, STOCK OPTIONS, AND WARRANTS (Continued)
Stock Option Plan (Continued)
- -----------------
For the Years Ended
September 30,
--------------------------
1997 1996
------------ ------------
Net income as reported $ 4,848,410 $ 147,463
Net income, pro forma $ 4,628,490 $ 30,220
Income per share as reported $ 0.31 $ 0.01
Income per share, pro forma $ 0.30 $ 0.00
These pro forma amounts may not be representative of future disclosures because
they do not take into effect pro forma compensation expense related to grants
made before October 1, 1995. The fair value of these options was estimated at
the date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions for the years ended September 30, 1997
and 1996: dividend yields of 0%; expected volatility of 100%; risk-free interest
rates of 5.7%; and expected lives of 2 years. The weighted average fair value
of options granted during the year ended September 30, 1997 was $1.57, the
weighted average exercise price was $1.75, and the weighted average stock price
at the date of the grant was $2.47. The weighted average fair value of options
granted during the year ended September 30, 1996 was $0.30, and the weighted
average exercise price and stock price at the date of the grant was $0.55.
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
Warrants
- --------
From the sale of units from the Company's initial public offering, the Company
has outstanding 1,000,000 warrants to purchase one share of common stock with an
exercise price of $7.00 per share. The warrants expire two years from the
effective date of a post-effective amendment to the Company's registration
statement that has yet to be filed.
16 F-18
<PAGE> 35
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 10 - INCOME TAXES
The Company and its domestic subsidiaries file a consolidated United States
federal income tax return. Foreign subsidiaries file separate corporate income
tax returns in their respective countries.
The components of income before provision for income taxes and the current and
deferred components of the provision for income taxes at September 30, 1997 were
as follows:
Income before provision for income taxes
United States $ 3,900,504
Foreign 2,563,581
------------
5,951,863
Income tax provision
Current
United States federal 100,000
Foreign 1,029,650
State 90,000
------------
1,219,650
Deferred
United States federal -
Foreign (116,197)
State -
------------
(116,197)
------------
Total provision $ 1,103,453
============
The components of the Company's deferred tax assets and liabilities at September
30, 1997 were as follows:
Deferred tax assets
Net operating loss carryforwards $ 782,000
Allowance for doubtful accounts 56,358
Accrued expenses 59,839
------------
898,197
Valuation allowance 782,000
------------
Net deferred tax asset $ 116,197
============
The valuation allowance decreased by $1,514,000 from September 30, 1996 to
September 30, 1997.
17 F-19
<PAGE> 36
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 10 - INCOME TAXES (Continued)
The difference between the actual provision and the amount computed at the
statutory United Stated federal income tax rate of 34% for 1997 is attributable
to the following:
Total provision computed at statutory rate 34.0%
Decrease in valuation allowance (32.3)
Foreign income taxed at different rates 15.3
State income tax, net of federal tax benefit 1.5
-------
Total provision for income taxes 18.5%
=======
The Company had net losses for federal and state income tax purposes for 1996
and, therefore, no provision for income taxes was provided.
The Company has federal net operating loss carryforwards of approximately
$2,300,000. These carryforwards may be used to offset future taxable income,
expiring from the year 2005 through 2010.
NOTE 11 - DISCONTINUED OPERATIONS
Tango Products USA, Inc.
- ------------------------
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. The
assets of Tango Products USA, Inc. consist primarily of accounts receivable,
inventories, prepaid expenses, and other assets. The selling price was
$153,615.
Operating results of Tango Products USA, Inc. for the year ended September 30,
1996 are shown separately in the accompanying statement of operations.
Net sales of Tango Products USA, Inc. were $72,451 for the year ended September
30, 1996. This amount is not included in net sales in the accompanying
statement of operations.
Cabinets Galore, Inc.
- ---------------------
On October 1, 1994, the Company sold the net assets and related operations of
Cabinets Galore, Inc. ("Cabinets"), a substantially-owned and fully consolidated
subsidiary. The assets of Cabinets consist primarily of accounts receivable,
inventories, and machinery and equipment. The selling price was $290,344 in the
form of a secured note. The note is interest free and was due October 1996.
Due to the uncertainty of collection of the amount of the note greater than the
net assets securing the note ($200,000), the Company had recognized only $90,344
of the note at the sale date. During the year ended September 30, 1997,
management determined the note was uncollectible, and it was written off. The
remaining $290,344 will be recognized when received.
18 F-20
<PAGE> 37
SVI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 12 - RELATED PARTY TRANSACTIONS
During the year ended September 30, 1997, the Company's Australian subsidiary
paid approximately AUS $256,000 to a former director of the subsidiary for
consulting services rendered.
The office space for the Company's Sydney office is leased from a related party.
In fiscal year 1997, the Company paid AUS $180,000 in rent to this related
party.
NOTE 13 - SUBSEQUENT EVENT (UNAUDITED)
In the period from October 1, 1997 to December 31, 1997, the Company sold 85,000
shares of common stock at $2.75 per share for a total consideration of $233,750.
In addition, 267,400 options were exercised by consultants for a total
consideration of $368,570.
In the period from October 1, 1997 to December 31, 1997, the Company issued
151,300 and 774,110 options to employees and consultants, respectively, to
purchase common stock with exercise prices ranging from $1.80 to $3.03 per
share.
On October 24, 1997, the Company entered into a series of transactions with
Softline Limited ("Softline") and Hosken Consolidated Investments Limited
("Hosken"). Both Softline and Hosken are South African public companies traded
on the Johannesburg Stock Exchange. The closing of these agreements resulted in
Softline acquiring a 60% interest in the Company. Softline obtained this
interest by acquiring 5,000,000 shares of the Company in exchange for 100% of
the common stock of IBIS Systems Limited (owned by Softline), a UK-based
software development company specializing in the construction and heavy
equipment rental industries, and 7,536,000 shares of the Company's common stock
in exchange for cash and the worldwide technology rights outside of Africa for
Softline's Brilliant range of software products. The shares of common stock
required for these agreements will be provided from the issuance of 12,536,000
new shares of common stock of the Company. The Company will also issue
2,438,000 options to Softline. These options are exercisable at $2.00 per
share. In addition to the shares acquired by Softline from the Company,
Softline will also acquire 4,000,000 shares of the Company's common stock from
Claudav Holdings B.V. and other current stockholders. The Company also agreed
to sell its remaining interest in Softline comprising 19,876,000 shares to
Hosken for cash.
19 F-21<PAGE>
<PAGE> 38
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SVI HOLDINGS, INC., A NEVADA CORPORATION
By:/s/Barry M. Schechter
Barry M. Schechter, President
(Principal Executive Officer)
Date: January 13, 1997
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signatures Capacity Date
/s/Barry M. Schechter Chairman of the Board, January 13, 1997
Barry M. Schechter President, Chief
Executive Officer and
Director
/s/Russell A. Schechter Vice President, January 13, 1997
Russell A. Schechter Treasurer and Director
(Principal Financial
and Accounting
Officer)
/s/Arthur S. Klitofsky Vice President and January 13, 1997
Arthur S. Klitofsky Director
<PAGE>
<PAGE> 1
EMPLOYMENT AGREEMENT
This Agreement is executed December 22, 1997 to be retroactively effective to
October 1, 1997 (the "Effective Date") between SVI Holdings, Inc., a Nevada
corporation (the "Company"), having an address for notices at 7979 Ivanhoe
Avenue, Suite 500, La Jolla, California 92037 and Barry Schechter ("Executive"),
having an address for notices at 7979 Ivanhoe Avenue, Suite 500, La Jolla,
California 92037, who agree as follows:
1. Hiring. The Company hereby hires Executive as, and Executive hereby
agrees to act as President and Chief Executive Officer of the Company.
2. Duties. Executive shall faithfully and diligently perform the following
duties on a full-time basis: (a) Devoting Executive's entire productive time,
ability and attention to the business of the Company; (b) Performing such
other duties as the board of directors of the Company (the "Board"), shall
from time to time specify that are consistent with the duties normally
performed by a Chief Executive Officer; and (c) reporting directly to the
Board.
3. Base Compensation. Executive's total compensation ("Base Compensation")
under this Agreement shall be:
First Year $15,000 per month
Second Year $20,000 per month
Third Year $25,000 per month
payable monthly in arrears from the Effective Date, in accordance with and at
the same times as the Company's ordinary payroll procedures.
4. Additional Compensation. As additional compensation, Executive shall
receive, on each anniversary of his employment under this Agreement, the
option to purchase from the Company up to a number of shares (the "Option
Shares") equal to 150% of the Executive's Base Compensation, for the preceding
year, divided by the average price per share of the Company for the 30 day
period immediately preceding such anniversary (the "Option Price"). The Share
Option may be exercised by the Executive, in whole or in part, at any time
within five years of the date of the applicable anniversary by written notice
tendering payment of the Option Price. Such Option shall become fully vested
upon each applicable anniversary and may be assigned by the Executive.
5. Benefits. Executive shall be entitled to the following benefits during
the term of this Agreement:
5.1. Twenty (20) business days paid vacation for each one-year period during
the term of this Agreement (prorated for any partial year), to be taken at
such times that are consistent with Executive's performance of Executive's
duties under this Agreement.
5.2. Reimbursement for reasonable out-of-town travel expenses and local
expenses incurred in the proper performance of Executive's duties under this
Agreement, in accordance with the Company's policy.<PAGE>
<PAGE> 2
5.3. Reimbursement for reasonable expenses, including reasonable and
customary automobile expenses, incurred in the proper performance of
Executive's duties under this Agreement and in accordance with the Company's
policy.
5.4. Inclusion in the Company's medical plan for the Company's other
Executives.
5.5. All benefits generally available to other officers of the Company.
6. Term. The term of this Agreement shall commence on the Effective Date and
unless terminated earlier as set forth below, shall expire on September 30,
2000. Upon expiration of this Agreement, the parties shall negotiate, in good
faith, an extension of the contract on such terms and conditions as shall
reasonably be agreed to. At any time that Good Cause (as defined below)
exists or has arisen, the Company may, at its election, terminate this
Agreement upon 14 days written notice. For purposes of this Agreement, "Good
Cause" shall mean the existence or occurrence of any of the following:
6.1. Any repeated breach of duty by Executive, or any repeated failure by
Executive to perform such duties as may be delegated to Executive by the
Company from time to time after written notice specifying such breach or
failure which Executive fails to cure within fourteen (14) days of receipt of
such notice.
6.2. If Executive is convicted of a felony.
6.3. If Executive commits theft, larceny, embezzlement, fraud, any acts of
dishonesty, illegality, moral turpitude or gross mismanagement.
6.4. If Executive otherwise materially and repeatedly breaches any provision
of this Agreement.
6.5. The death of Executive.
6.6. If Executive becomes materially disabled to such an extent that
Executive is precluded from performing the duties set forth in this Agreement
for a period of six (6) months.
7. Confidentiality. Executive hereby acknowledges that the Company has made
(or may make) available to Executive certain customer lists, product design
information, performance standards and other confidential and/or proprietary
information of the Company or licensed to the Company, including without
limitation trade secrets, copyrighted materials and/or financial information
of the Company (or any of its affiliates) including without limitation
financial statements, reports and data (collectively, the "Confidential
Material"). Except as essential to Executive's obligations under this
Agreement, neither Executive nor any agent, employee, officer, or independent
contractor of or retained by Executive shall make any disclosure of this
Agreement, the terms of this Agreement, or any of the Confidential Material.
Except as essential to Executive's obligations under this Agreement, neither
Executive nor any agent, employee, officer, or independent contractor of or
retained by Executive shall make any duplication or other copy of any of the
Confidential Material. Immediately upon request from the Company, Executive
shall return to the Company all Confidential Material. Executive shall notify
each person to whom any disclosure is made that such disclosure is made in
confidence, that the Confidential Material shall be kept in confidence by such
<PAGE> 3
person, and that such person shall be bound by the provisions of this
Paragraph.
8. Proprietary Information. For purposes of this Agreement, "Proprietary
Information" shall mean any information, observation, data, written material,
record, document, computer program, software, firmware, invention, discovery,
improvement, development, tool, machine, apparatus, appliance, design,
promotional idea, customer list, practice, process, formula, method,
technique, trade secret, product and/or research related to the actual or
anticipated research, development, products, organization, business or
finances of the Company (or any of its affiliates). All right, title and
interest of every kind and nature whatsoever in and to the Proprietary
Information made, discussed, developed, secured, obtained or learned by
Executive during the term of this Agreement, or the 60-day period immediately
following termination of this Agreement, shall be the sole and exclusive
property of the Company for any purposes or uses whatsoever, and shall be
disclosed promptly by Executive to the Company. The covenants set forth in
the preceding sentence shall apply regardless of whether any Proprietary
Information is made, discovered, developed, secured, obtained or learned (a)
solely or jointly with others, (b) during the usual hours of work or
otherwise, (c) at the request and upon the suggestion of the Company or
otherwise, or (d) with the Company's materials, tools, instruments or on the
Company's premises or otherwise. All Proprietary Information developed,
created, invented, devised, conceived or discovered by Executive that are
subject to copyright protection are explicitly considered by Executive and the
Company to be works made for hire to the extent permitted by law. Executive
hereby assigns to the Company all of Executive's right, title and interest in
and to the Proprietary Information. Executive hereby forever fully releases
and discharges the Company, any affiliates of the Company and their respective
officers, directors and employees, from and against any and all claims,
demands, damages, liabilities, costs and expenses of Executive arising out of,
or relating to, any Proprietary Information. Executive shall execute any
documents and take any action the Company may deem necessary or appropriate to
effectuate the provisions of this Agreement, including without limitation
assisting the Company in obtaining and/or maintaining patents, copyrights or
similar rights to any Proprietary Information assigned to the Company, if the
Company, in its sole discretion, requests such assistance. Executive shall
comply with any reasonable rules established from time to time by the Company
for the protection of the confidentiality of any Proprietary Information.
Executive irrevocably appoints the Chairman of the Company to act as
Executive's agent and attorney-in-fact to perform all acts necessary to obtain
and/or maintain patents, copyrights and similar rights to any Proprietary
Information assigned by Executive to the Company under this Agreement if (a)
Executive refuses to perform those acts, or (b) is unavailable, within the
meaning of any applicable laws. Executive acknowledges that the grant of the
foregoing power of attorney is coupled with an interest and shall survive the
death or disability of Executive. Executive shall promptly disclose to the
Company, in confidence (a) all Proprietary Information that Executive creates
during the term of this Agreement, and (b) all patent applications filed by
Executive within one year after termination of this Agreement. Any
application for a patent, copyright registration or similar right filed by
Executive within one year after termination of this Agreement shall be
presumed to relate to Proprietary Information created by Executive during the
term of this Agreement, unless Executive can prove otherwise. Nothing
contained in this Agreement shall be construed to preclude the Company from
exercising all of its rights and privileges as sole and exclusive owner of all
of the Proprietary Information owned by or assigned to the Company under this
<PAGE> 4
Agreement. The Company, in exercising such rights and privileges with respect
to any particular item of Proprietary Information, may decide not to file any
patent application or any copyright registration on such Proprietary
Information, may decide to maintain such Proprietary Information as secret and
confidential, or may decide to abandon such Proprietary Information or
dedicate it to the public. Executive shall have no authority to exercise any
rights or privileges with respect to the Proprietary Information owned by or
assigned to the Company under this Agreement. This Agreement does not apply
to any Proprietary Information that qualifies fully under the provisions of
California Labor Code Section 2870 or any similar or successor statute.
9. Survival. The representations, warranties and covenants of Executive in
this Agreement shall survive any termination of this Agreement.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
11. Further Assurances. Each party to this Agreement shall execute all
instruments and documents and take all actions as may be reasonably required
to effectuate this Agreement.
12. Venue and Jurisdiction. For purposes of venue and jurisdiction, this
Agreement shall be deemed made and to be performed in the City of San Diego,
California.
13. Counterparts. This 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 Agreement.
15. Attorney's Fees. In the event any litigation, arbitration, mediation, or
other proceeding ("Proceeding") is initiated by any party(ies) against any
other party(ies) to enforce, interpret or otherwise obtain judicial or
quasi-judicial relief in connection with this Agreement, the prevailing
party(ies) in such Proceeding shall be entitled to recover from the
unsuccessful party(ies) all costs, expenses, and actual attorney's fees
relating to or arising out of (d) such Proceeding (whether or not such
Proceeding proceeds to judgment), and (e) 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 attorney's fees.
16. Modification. This Agreement may be modified only by a contract in
writing executed by the party(ies) to this Agreement against whom enforcement
of such modification is sought.
17. Headings. The headings of the Paragraphs of this 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 Agreement, or be used in any manner in
the interpretation of this Agreement.
18. Prior Understandings. This Agreement contains the entire agreement
between the parties to this Agreement with respect to the subject matter of
<PAGE>
<PAGE> 5
this Agreement, is intended as a final expression of such parties' agreement
with respect to such terms as are included in this Agreement, is intended as a
complete and exclusive statement of the terms of such agreement, and
supersedes all negotiations, stipulations, understandings, agreements,
representations and warranties, if any, with respect to such subject matter,
which precede or accompany the execution of this Agreement.
19. Interpretation. Whenever the context so requires in this Agreement, all
words used in the singular shall be construed to have been used in the plural
(and vice versa), each gender shall be construed to include any other genders,
and the word "person" shall be construed to include a natural person, a
corporation, a firm, a partnership, a joint venture, a trust, an estate or any
other entity.
20. Partial Invalidity. Each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. If any provision of this
Agreement or the application of such provision to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected by such invalidity or unenforceability, unless such provision or such
application of such provision is essential to this Agreement.
21. Notices. All notices or other communications required or permitted to be
given to a party to this Agreement shall be in writing and shall be personally
delivered, sent by certified mail, postage prepaid, return receipt requested,
or sent by an overnight express courier service that provides written
confirmation of delivery, to such party at its address as set forth above in
the introductory Paragraph of this Agreement. Each such notice or other
communication shall be deemed given, delivered and received upon its actual
receipt, except that if it is sent by mail in accordance with this Paragraph,
then it shall be deemed given, delivered and received three days after the
date such notice or other communication is deposited with the United States
Postal Service in accordance with this Paragraph. Any party to this Agreement
may give a notice of a change of its address to the other party(ies) to this
Agreement.
22. Drafting Ambiguities. Each party to this Agreement has reviewed and
revised this Agreement. Each party to this Agreement has had the opportunity
to have such party's legal counsel review and revise this Agreement. The rule
of construction that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or of any
amendments or exhibits to this Agreement.
SVI HOLDINGS, INC., a Nevada corporation
By:/s/ Russell Schechter
Vice President / Secretary
EMPLOYEE
/s/ Barry Schechter
Chief Executive Officer
BARRY SCHECHTER
Exhibit 21
Subsidiaries of SVI Holdings, Inc.
Subsidiary State of Incorporation
SVI Training Products, Inc. California
Tango Products USA, Inc. California
Divergent Technologies Pty Ltd Australia
Chapman Computers Pty Limited Australia
IBIS Systems Limited United Kingdom
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<PERIOD-START> OCT-01-1996
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