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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
SVI HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of class of securities)
784872 103
(CUSIP number)
Russell A. Schechter
7979 Ivanhoe Avenue, Suite 500
La Jolla, California 92037
(619) 551-2365
(Name, address and telephone number of person authorized
to receive notices and communications)
December 12, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-l(b)(3) or (4), check the following
box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on the following page(s))
Page 1 of 5 pages
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SCHEDULE 13D
CUSIP No. 784872 103 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Softline Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) []
(b) []
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
A,F
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
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7 SOLE VOTING POWER
16,536,000
NUMBER OF
- ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
- ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 16,536,000
PERSON
- ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
16,536,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.27%
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14 TYPE OF REPORTING PERSON
CO
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PAGE 3 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the
common stock, par value $0.0001 per share (the "Shares"), of SVI Holdings,
Inc., a Nevada corporation (the "Company"). The principal executive offices of
the Company are located at 7979 Ivanhoe Avenue, Suite 500, La Jolla CA 92037.
ITEM 2. IDENTITY AND BACKGROUND.
(a)The entity filing this schedule 13D is Softline Limited.
(b)-(c)Softline Limited is a South African company. The business address
of the company is Softline House, 16 Commerce Crescent, Eastgate Extension 13,
Sandton, 2148, South Africa.
(d)The entity filing this schedule 13D has not been convicted in the
past five years in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)No member of the entity filing this schedule 13D was a party, during
the last five years, to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgement, decree or final order enjoinin g future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Softline Limited acquired its shares of the Company's common
stock pursuant to agreements which resulted in a change of control of the
Company. The Company filed Form 8-K regarding this transaction on October 24,
1997.
On October 24, 1997, SVI Holdings, Inc. (The "Company") and certain of
its stockholders entered into a series of interlocking agreements with
Softline Limited ("Softline") and Hosken Consolidated Investments Limited
("HCI") as described in more detail below. Both Softline and HCI are South
African companies listed on the Johannesburg Stock Exchange ("the JSE").
These agreements provide for the acquisition in total by Softline of
approximately 16.5 million shares of the outstanding common stock of the
Company, of which approximately 12.5 million shares are being issued by the
Company. This will represent approximately 60% of the Company's outstanding
common stock. Softline will acquire five million shares of the Company's
common stock in exchange for all of the capital stock of IBIS Systems Limited,
a United Kingdom company ("IBIS"), which specializes in the development of
software solutions for the construction and heavy equipment rental industries.
In addition, Softline will acquire approximately 7.5 million shares of the
Company's common stock in exchange for cash in the amount of approximately
$7.3 million and the worldwide distribution rights (excluding Africa) to the
Brilliant accounting package and certain technology related to Brilliant.
Finally, Softline will acquire from certain stockholders of the Company,
including members of the Board of Directors and the Company's current majority
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PAGE 4 OF 6 PAGES
stockholder, an additional four million shares of the Company's common stock
in exchange for cash and Softline shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the transaction was for the Company to acquire IBIS,
the technology rights to Brilliant and additional capital.
(a) Softline has been granted an option to acquire an additional
2,438,000 shares of the common stock of SVI Holdings, Inc at an
exercise price of $2.00 for a period of 2 years.
(b) As part of the agreements entered into on October 24, 1997 (the
"Agreements"), the Company acquired 100% of the issued capital of
IBIS from Softline in exchange for 5,000,000 shares in the common
stock of SVI Holdings, Inc.
(c) The Company will dispose of its remaining interest in Softline
comprising 19,876,000 shares for cash. Proceeds on the sale of
the Softline shares will realize approximately $6 million and
result in a pre-tax gain of approximately $4.5 million in the
First quarter of the 1998 financial year.
(d) None
(e) As a result of the Agreements, the Company will issue an
additional 12,536,000 shares of the common stock of the Company.
(f) None
(g) Not Applicable
(h) Not Applicable
(i) None
(j) None
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 16,536,000 Shares, constituting 59.27% of
the outstanding Shares (the percentage of Shares owned being based upon
27,544,284 Shares outstanding at December 1, 1997). The Reporting entity may
be deemed to have direct beneficial ownership of Shares as follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
- ---- ---------------- -----------------------------
<S> <C> <C>
Softline Limited 16,536,000 59.27%
</TABLE>
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PAGE 5 OF 6 PAGES
(b) Not applicable
(c) The following transaction in the issuer common stock was
effected within 60 days of the date of this statement:
<TABLE>
<CAPTION>
Date No.of Shares Sale/Purchase Price per Share
<S> <C> <C> <C> <C>
12/01/97 16,536,000 Purchase $2.00
12/12/97 2,438,000 Option/Purchase $2.00
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as disclosed in this Schedule, to the best of the
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Persons or between the Reporting Persons and any other person with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1 Sale of Shares Agreement between Softline and the Company for the
acquisition of IBIS incorporated herein by reference to Form
13D originally file on October 21, 1997.
2 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
herein by reference to Form 13D originally file on October 21, 1997.
3 Renunciation Agreement between SVI, HCI and Softline providing for the
sale of 22,130,448 Softline shares to HCI incorporated herein by reference
to Form 13D originally file on October 21, 1997.
4 Subscription Agreement incorporated herein by reference to Form
13D originally file on October 21, 1997.
5 Agreement between SVI, HCI and Softline recording that all the other
agreements are indivisible incorporated herein by reference to Form
13D originally file on October 21, 1997.
</TABLE>
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PAGE 6 OF 6 PAGES
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information contained in this
Statement is true, complete and correct.
Dated: January 9,1998
On Behalf of SOFTLINE LIMITED
By:/s/ Ivan Epstein
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