<PAGE> 1
As filed with the Securities and Exchange Commission on September 29, 1998
Securities Act Registration No. 333-_________ Exchange Act
Registration No. 0-23049
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SVI HOLDINGS, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 84-1131608
------------------------- -------------------
(State or Other Juris- IRS Employer Iden-
diction of Incorporation) tification Number)
7979 Ivanhoe Avenue
Suite 500
La Jolla, California 92037
-------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Incentive Stock Option Plan
---------------------------
(Full Title of the Plan)
Barry M. Schechter
Chief Executive Officer
7979 Ivanhoe Avenue, Suite 500
La Jolla, California 92037
(619) 551-2365
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(Name, Address and Telephone Number of Agent for Service)
It is requested that copies of communications be sent to:
David L. Reese
Chief Financial Officer, Secretary
7979 Ivanhoe Avenue, Suite 500
La Jolla, California 92037
(619) 551-2365
Norman L. Smith, Esq.
Solomon Ward Seidenwurm & Smith, LLP
401 B Street, Suite 1200
San Diego, California 92101
(619) 231-0303
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CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------
Title of Each Proposed
Class of Proposed Maximum Amount of
Securities Maximum Offering Aggregate Regis-
to be Amount to be Price Offering tration
Registered Registered Per Share Price Fee
$.0001 par 1,358,800
value common shares (1) $6.59 $8,954,492 $2,641.58 (2)
stock
(1) The number of shares of common stock set forth is the maximum allowed in
aggregate of shares available for the grant of stock options under the Incentive
Stock Option Plan. This Registration Statement also covers an indeterminate
number of additional shares as may be issuable under the Plan by reason of
adjustments in the number of shares covered thereby as described in the Plan and
Prospectus.
(2) For the purpose of computing the registration fee only, the price shown is
based upon the price of $6.59 per share, the average of the high and low price
for the Registrant's common stock reported on the American Stock Exchange on
September 18, 1998, in accordance with Rule 457(h).
EXPLANATORY NOTE
This registration statement on Form S-8 contains two parts. The first part is a
prospectus which covers reoffers and resales of 841,185 shares of $.0001 par
value common stock which may be issued to affiliates of the Registrant upon
exercise of options granted pursuant to the Registrant's Incentive Stock Option
Plan. The second part contains information required in a registration statement
on Form S-8. Pursuant to the Note to Part I of Form S-8, the information
required to be in a prospectus meeting the requirements of Section 10(a) of the
Securities Act of 1933, as amended, is not being filed with the Securities and
Exchange Commission.
<PAGE> 2
PROSPECTUS
SVI HOLDINGS, INC.
841,185 Shares of Common Stock
(Par Value $0.0001 Per Share)
This Prospectus relates to 841,185 shares (the "Shares") of common
stock, par value $0.0001 per share (the "Common Stock"), of SVI Holdings, Inc.,
a Nevada corporation (the "Company" or "SVI"), which may be sold from time to
time by the selling shareholders named herein (the "Selling Shareholders"). As
used in this Prospectus, "Selling Shareholders" includes donees and pledgees
selling shares received from a named Selling Shareholder after the date of this
Prospectus. The Shares are issuable to the Selling Shareholders pursuant to
options (the "Options") granted under certain stock option agreements between
the Company and the Selling Shareholders. The Company will receive various
amounts ranging from approximately $0.75 to $4.54 for each Share issued upon the
exercise of the Options. The Company will not receive any of the proceeds from
the sale of the Shares by the Selling Shareholders. All expenses of registration
incurred in connection with this offering are being borne by the Company; all
selling and other expenses incurred by the Selling Shareholders in connection
with the sale of the Shares will be borne by the Selling Shareholders. The
Company is not aware of any underwriting arrangements with respect to the sale
of any of the Shares by the Selling Shareholders.
The Shares may be offered by or for the account of the Selling
Shareholders, from time to time, on the American Stock Exchange or on any stock
exchange or market on which the Shares may be listed at the time of sale, in
negotiated transactions, or through a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares to or through broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares (which compensation as to a particular broker-dealer
might be in excess of customary commissions). Any broker-dealer acquiring Shares
from a Selling Shareholder may sell such Shares in its normal market making
activities, through other brokers on a principal or agency basis, in negotiated
transactions or through a combination of such methods. See "Selling
Shareholders" and "Plan of Distribution."
The Common Stock is traded on the American Stock Exchange under the
symbol "SVI". On September 18, 1998 the closing price of the Common Stock was
$6.75 per share.
------------------------
The Common Stock offered hereby involves a high degree of risk.
See "Risk Factors" commencing on page 5 hereof.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus has been prepared for the purpose of allowing reoffers
and resales by the Selling Shareholders to the public without restriction. To
the knowledge of the Company, the Selling Shareholders have made no arrangement
with any brokerage firm for the sale of the Shares. The Selling shareholders may
be deemed to be "underwriters" within the meaning of the Securities Act. Any
commissions received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts under the
Securities Act. See "Plan of Distribution."
No person has been authorized to give any information or to make any
representation other than as contained or incorporated by reference in this
Prospectus, and any information or representation not contained or incorporated
by reference herein should not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer of any securities other
<PAGE> 3
than those described on the cover page or an offer to sell or a solicitation of
an offer to buy the Shares in any State or other jurisdiction where, or to any
person to whom, it is unlawful to make such offer. Neither the delivery of this
Prospectus nor any sales made hereunder, under any circumstances, shall create
any implication that there has been no change in the affairs of the Company
between the date hereof and the date of any such sale.
The date of this Prospectus is September 29, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and files
reports, proxy statements and other information required by the Exchange Act
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices of the
Commission at Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such information may also be obtained by mail from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The Commission's web
site can be accessed at http://www.sec.gov.
A Registration Statement on Form S-8, together with all exhibits and
documents incorporated in the Registration Statement by reference (the
"Registration Statement") has been filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Shares offered by this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract,
agreement, exhibit or other document are not necessarily complete, and each
statement is qualified by reference to the copies of documents filed or
incorporated by reference as an exhibit to the Registration Statement or
otherwise filed with the Commission. See also "Incorporation of Certain
Documents by Reference."
The Company intends to furnish to holders of Common Stock for each
fiscal year an annual report which contains consolidated financial statements
prepared in accordance with United States generally accepted accounting
principles and audited and reported on, with an opinion expressed by, an
independent public accounting firm, and such other reports as may be required by
law.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or parts thereof) filed by the Company with
the Commission are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-KSB for the transitional
fiscal year ended March 31, 1998.
(b) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1997.
(c) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
for periods since September 30, 1997.
(d) The description of the Common Stock of the Company contained in its
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission pursuant to Section 12 of the Exchange Act.
<PAGE> 4
(e) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the filing of a post-effective amendment indicating that all of the
Shares have been sold, or deregistering all of the Shares that, at the time of
such post-effective amendment, remain unsold, will be incorporated by reference
in this Prospectus and become a part of it from the date of filing of such
documents. Any statement contained in this Prospectus or in any document
incorporated by reference will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement in any other
subsequently filed document, which also is incorporated by reference, modifies
or supersedes such statement. Any modified or superceded statement will no
longer be part of this Prospectus except as it is modified.
The Company will furnish without charge to each person who receives a
copy of this Prospectus a copy of any of the documents which are incorporated by
reference (other than exhibits to such documents upon request, unless such
exhibits are specifically incorporated by reference into such documents).
Written or telephone requests for such documents should be directed to Mr. David
L. Reese, Secretary, SVI Holdings, Inc., 7979 Ivanhoe Avenue, Suite 500, La
Jolla, California 92037. The Company's telephone number is (619) 551-2365.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including all documents incorporated by reference,
includes "forward-looking" statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act and the Private Securities
Litigation Reform Act of 1995. The Company is including this statement for the
express purpose of availing itself of the protections of such safe harbor
provisions with respect to all of such forward-looking statements. The
forward-looking statements in this Prospectus reflect the Company's current
views with respect to future events and financial performance. These
forward-looking statements are subject to certain risks and uncertainties,
including competition, fluctuations in currency exchange rates, the demand for
the Company's products and services internationally, especially in the United
Kingdom, Australia and South Africa, and other risk factors included in this
Prospectus or identified from time to time in the Company's filings with the
Commission. These risks and uncertainties could cause actual results to differ
materially from historical results or those anticipated. In this Prospectus, the
words "anticipates," "believes," "expects," "intends," "future" and similar
expressions identify forward-looking statements. Readers are cautioned to
consider the specific risk factors described below and not to place undue
reliance on forward-looking statements. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances after the date of this Prospectus.
All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their
entirety by this section.
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, potential purchasers should carefully consider the following risk
factors.
POSSIBLE FLUCTUATIONS IN OPERATING RESULTS. There can be no assurance
that the Company's operating subsidiaries will continue to operate profitably,
or that prior trends will be indicative of future results of operations. The
Company expects that its operating results will fluctuate in the future as a
result of factors such as increases in competition, significant acquisitions,
currency fluctuations, political changes, overall domestic and international
economic conditions, and other circumstances that may not be foreseeable at this
time. The Company will have no control or influence over many of these factors.
RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS. In connection with the
Company's plan to grow its existing markets and expand into new markets, the
Company intends to acquire existing entities and convert or integrate such
entities' existing operations and products
<PAGE> 5
with the Company's operations and products or those of its wholly owned
subsidiaries. If the Company does enter into any such acquisition transactions,
the Company does not intend to seek shareholder approval unless it is required
to do so by applicable law or the regulations of the American Stock Exchange or
another market where the Company's securities trade. Therefore, the shareholders
of the Company may not have the ability to review the financial statements of
the acquisition candidate or to vote on the acquisition. Any such acquisition
could substantially dilute the ownership interest of the existing shareholders.
The Company may compete for acquisition and expansion opportunities with
companies which have significantly greater financial and other resources. There
can be no assurance that the Company will be able to locate or acquire suitable
acquisition candidates, or that any operations that are acquired can be
effectively and profitably integrated into the Company's existing operations.
Additionally, although acquisitions will be designed to increase the Company's
long-term profitability, they may negatively impact the Company's operating
results, particularly during the periods immediately following an acquisition,
as a result of capital funding requirements, the dedication of management
resources that may temporarily detract attention from other operations,
difficulties of combining research and development and sales and marketing
efforts, the necessity of coordinating geographically separated organizations,
and difficulties integrating personnel with disparate business backgrounds and
combining different corporate cultures.
COMPETITION. The information technology industry is highly competitive.
The industry includes major domestic and international companies, many of which
have financial, technical, marketing, sales, distribution and other resources
substantially greater than those of the Company and its subsidiaries. Although
the Company generally competes in specialty sectors of the information
technology industry where competition has been less intense, the Company expects
competition in each of these sectors to increase. As competition increases,
competitors can be expected to aggressively price their products and offer new
products and services not currently offered by the Company or its subsidiaries.
Emergence of new competitors, particularly those offering lower cost products,
enhancements and/or additional features, may impact margins and intensify
competition in new markets.
DEPENDENCE ON KEY PERSONNEL. The Company's success depends upon the
continued contributions of its Chief Executive Officer, Barry M. Schechter. The
Company's success also depends upon the executive management of its operating
subsidiaries. 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.
CONTROL BY MAJORITY SHAREHOLDER. As of the date of this Prospectus,
Softline Limited owns approximately 57% of the issued and outstanding stock of
the Company. As a result, Softline has the power to exercise majority control of
the Company, with the ability to approve fundamental corporate transactions and
to control the election of the Board of Directors. Barry M. Schechter, the Chief
Executive Officer and a director of the Company, is also a director of Softline.
Messrs. Ivan Epstein, Gerald Rubenstein and Marcel Golding are also directors of
both Softline and the Company, and Mr. Epstein is Chief Executive Officer of
Softline.
NO ASSURANCE OF PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE.
There has been only a limited public trading market for the Common Stock. Price
and volume quotations were previously reported on the OTC Bulletin Board and
since July 8, 1998 on the American Stock Exchange, but there can be no assurance
that an active trading market will develop or be sustained. The market price of
the Common Stock could be subject to significant fluctuations in response to
operating results and other factors, many of which are not within the control of
the Company. In addition, in recent years the stock market in general, and the
market for shares of small capitalization stocks in particular, have experienced
extreme price and volume fluctuations that often have been unrelated or
disproportionate to the operating performance of affected companies. These
fluctuations, as well as general economic and market conditions, may adversely
affect the market price of the Common Stock.
EFFECTS OF POSSIBLE ISSUANCE OF PREFERRED STOCK. The Company's articles
of incorporation authorize the issuance of preferred stock in the future without
further shareholder approval and upon such terms and conditions, and having such
rights, privileges and preferences, as the Board of Directors may determine. The
rights of the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued
in the future. The Company has no present plans to issue any shares of preferred
stock. Any issuance of preferred stock could make it more difficult for a third
party to acquire, or could discourage a third party from acquiring, a majority
of the outstanding voting stock of the Company.
<PAGE> 6
RISKS OF INTERNATIONAL BUSINESS. The Company through its subsidiaries
currently has significant operations abroad and plans to expand its foreign
operations. Although senior management of the Company and its subsidiaries have
significant experience managing international operations, the Company has
limited experience in some of the foreign markets in which its subsidiaries
operate. International expansion efforts may strain the Company's management and
other resources. Any failure of the Company to expand in an efficient manner or
to manage its dispersed organization could have a material adverse impact on the
Company's business and financial results. Other risks that will be faced by the
Company in its international business include potentially costly regulatory
requirements; unexpected changes in regulatory requirements; application of
foreign law; fluctuations in currency exchange rates (which could materially and
adversely affect the Company's results of operation and, in addition, may have
an adverse effect on demand for the Company's products abroad); tariffs or other
barriers; difficulties in staffing and managing foreign operations; political
and economic instability; difficulties in accounts receivable collection;
extended payment terms; and potentially negative U.S. and foreign tax
consequences. These factors could have an adverse impact on the Company's
business and financial results in the future or require the Company to modify
its current business practices.
SUBSTANTIAL FUTURE CAPITAL NEEDS; NO FUNDING COMMITMENTS. Expansion of
the Company's business, including acquisitions, may require a commitment of
substantial funds. To the extent that the internally generated funds are
insufficient to fund the Company's operating requirements, it may be necessary
for the Company to seek additional funding, either through collaborative
arrangements or through public or private financing. Except as set forth in the
Company's financial statements the Company has no current commitments or
arrangements with respect to, or readily available sources of, additional
funding. There can be no assurance that additional financing will be available
on acceptable terms or at all. If additional funds are raised by issuing equity
securities, dilution to the existing shareholders will likely result. If
adequate funds are not available, the Company's business could be adversely
affected.
DEPENDENCE ON PROPRIETARY TECHNOLOGY; LACK OF PATENTS AND PROPRIETARY
PROTECTION; RISKS OF THIRD PARTY INFRINGEMENT CLAIMS. The Company and its
subsidiaries presently have no patents with respect to their proprietary
technology. Instead, the Company and its subsidiaries currently rely upon
copyright and trademark laws, trade secrets, confidentiality procedures and
contractual provisions to protect their proprietary products. All of these
afford only limited protection. Accordingly, there can be no assurance that the
Company's measures to protect its current proprietary rights will be adequate to
prevent misappropriation of such rights or that the Company's competitors will
not independently develop or patent technologies that are substantially
equivalent or superior to the Company's technologies. Additionally, although the
Company believes that its products and technologies do not infringe upon the
proprietary rights of any third parties, there can be no assurance that third
parties will not assert infringement claims against the Company. Similarly,
infringement claims could be asserted against products and technologies which
the Company licenses, or has the rights to use, from third parties. Any such
claims, if proved, could materially and adversely affect the Company's business
and results of operations. In addition, though any such claims may ultimately
prove to be without merit, the necessary management attention to, and legal
costs associated with, litigation or other resolution of such claims could
materially and adversely affect the Company's business and results of
operations.
RAPID OBSOLESCENCE AND TECHNOLOGICAL CHANGE. The market for information
technology products and services is characterized by rapidly changing
technology, frequent introductions of new products and evolving industry
standards which result in product obsolescence and short product life cycles.
Accordingly, the Company's success is dependent upon its ability to anticipate
technological changes in the industry and to continually identify, obtain and
successfully market new products and services that satisfy evolving
technologies, customer preferences and industry requirements. There can be no
assurance that competitors will not market products and services which have
perceived advantages over those of the Company and its subsidiaries or which
render products and services to be offered by the Company and its subsidiaries
obsolete or less marketable.
NO DIVIDENDS ON COMMON STOCK. The Company has not previously paid any
cash or other dividends on its Common Stock and does not anticipate payment of
any dividends for the foreseeable future. The Company anticipates retaining its
earnings to finance its operations, growth and expansion.
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
<PAGE> 7
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 its
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 of
its software 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.
The Company is not in a position to evaluate the extent (if any) to which any
year 2000 issues that may affect the economy generally, its customers or any
suppliers or others with whom the Company does business in particular would also
be likely to affect the Company. Failure of one or more of the supplier's
computer products or products supplied to the Company's customers to be year
2000 compliant would have a material effect on the Company's business.
USE OF PROCEEDS
The Company will not realize any proceeds from the sale of the Shares
which may be sold pursuant to this Prospectus for the respective accounts of
each of the Selling Shareholders. The Company will however derive proceeds of
approximately $1,502,000 if all of the Options are exercised. Such proceeds will
be available to the Company for working capital and general corporate purposes.
No assurance can be given, however, as to when or if any or all of the Options
will be exercised. See "Selling Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
An aggregate of 841,185 Shares are being offered for resale by certain
security holders of the Company pursuant to this Prospectus. Those Shares are
issuable upon exercise by the holders of Options granted under the Plan. All
Shares, to the extent they are being offered, are being offered for the account
of the following Selling Shareholders. The Company has no knowledge of the
intentions of any Selling Security Holder to actually sell any of the Shares.
There are no material relationships between any of the Selling Shareholders and
the Company other than as disclosed below. All such persons have (or will have,
upon the exercise of outstanding Options) sole voting and investment power with
respect to the Shares being offered.
<TABLE>
<CAPTION>
Beneficial Percentage
Ownership of of Total
Beneficial Ownership Number of Shares Common Stock Common Stock
of Common Stock at Offered for Account Outstanding Owned After
Selling Shareholder (3) Prospectus Date (1) of Selling Shareholder (2) After Offering Offering
- ------------------- ------------------- -------------------------- -------------- ------------
<S> <C> <C> <C> <C>
Barry M. Schechter (4) 5,519,575 (4) 95,375 5,424,200 19.2%
Arthur S. Klitofsky (5) 462,200 312,000 150,200 <1%
Russell A. Schechter (6) 461,510 263,810 197,700 <1%
David L. Reese (5) 40,000 40,000 0 0%
Shaun Rosen (5) 880,000 80,000 800,000 2.8%
Peter Nagle (5) 50,000 50,000 0 0%
</TABLE>
<PAGE> 8
(1) Includes all Shares of Common Stock which may be acquired by such Selling
Shareholder upon the exercise of stock options whether or not presently
exercisable.
(2) The number of Shares of Common Stock issuable upon exercise of the Options
is the number of Options granted to the Selling Security Holder under the
Plan and assumes exercise of all of the Options.
(3) Assumes exercise of all options held by each Selling Shareholder and sale
of all Shares acquired on exercise.
(4) Barry M. Schechter is Chief Executive Officer and a director of the
Company. Beneficial shareholdings for Mr. Schechter include 5,402,000
shares held by Claudav Holdings Ltd. B.V. and 2,000 shares held by minor
children of Mr. Schechter. Mr. Schechter is a director of Softline Ltd. and
a shareholder of the Company holding approximately 57% of the Company's
issued and outstanding Common Stock.
(5) An executive officer and/or director of the Company.
(6) Russell A. Schechter was an officer and director of the Company until July
1, 1998.
PLAN OF DISTRIBUTION
The purpose of the Prospectus is to permit the Selling Shareholders, if
they desire, to offer Shares at such times and at such places as the Selling
Shareholder chooses.
The decision to exercise the Options into Shares, or to sell any
Shares, is within the sole discretion of the Option holders. There can be no
assurance that any of the options will be exercised or that any Shares will be
sold by the Selling Shareholders.
The sales of the Shares by the Selling Shareholders may be effected,
from time to time, on the American Stock Exchange or on any stock exchange or
market on which the Shares may be listed at the time of sale, in negotiated
transactions, or through a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of Shares (which compensation as to a particular broker-dealer might
be in excess of customary commissions). Sales through brokers may be made by any
method of trading authorized by any stock exchange or market on which the shares
may be listed, including block trading in negotiated transactions.
The Selling Shareholders and any broker-dealers that act in connection
with the sale of the Shares hereunder might be deemed to be "Underwriters"
within the meaning of Section 2(11) of the Securities Act; any commissions
received by them and any profit on the resale of Shares as principal might be
deemed to be underwriting compensation under the Securities Act.
The Company has advised the Selling Shareholders that Regulation M
under the Exchange Act (concerning certain manipulative practices) may apply to
their sales in the market. The Selling Shareholders may indemnify any
broker-dealer that participates in transactions involving the sale of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealers, and, if any such broker-dealers purchase Shares as principal,
any profits received on the resale of such Shares, may be deemed to underwriting
discounts and commissions under the Securities Act.
<PAGE> 9
Upon the Company being notified by a Selling Shareholder that it has
entered into any material arrangement with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution or
secondary distribution or for the purchase by a broker or dealer, the Company
will file a supplement to this Prospectus in accordance with Rule 424(b) under
the Securities Act. In addition, the Company will file a supplement to this
Prospectus if it is notified that a donee or pledgee intends to sell more than
500 Shares.
Any Shares which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under that Rule rather than pursuant to this
Prospectus.
There can be no assurances that the Selling Shareholders will sell any
or all of the Shares offered by them hereunder.
All expenses of the registration of the Shares will be paid for by the
Company.
LEGAL MATTERS
The validity of the Shares offered by this Prospectus has been passed
upon for the Company by Solomon, Ward, Seidenwurm & Smith LLP, 401 B Street,
Suite 1200, San Diego, California 92101.
EXPERTS
The consolidated financial statements and schedules of the Company as
of March 31, 1998 and for the six month period ended March 31, 1998, and as of
September 30, 1997 and the one year periods ended September 30, 1997 and 1996,
have been incorporated by reference and in the Registration Statement in
reliance upon the report of Singer Lewak Greenbaum & Goldstein LLP, independent
certified public accountants.
INDEMNIFICATION
Directors, officers or employees of the Company or persons serving at
its request as directors, officers or employees of another corporation or
enterprise are entitled to indemnification as provided in the Articles of
Incorporation of the Company, which provide for indemnification to the fullest
extent permitted under the Nevada Business Corporation Act. These provisions are
broad enough to permit indemnification of such persons from liabilities arising
under the Securities Act of 1933, as amended; however, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act, and is,
therefore, unenforceable.
<PAGE> 10
No dealer, salesperson, or any person
has been authorized to give any
information or make any representation
not contained in, or incorporated by
reference in, this Prospectus, and, if 841,185 Shares
given or made, such information or of
representation must not be relied Common Stock
upon as having been authorized by offered by
authorized by the Company. This Selling Shareholders
Prospectus does not of an offer to sell,
or a solicitation of an offer to buy
any of the securities offered hereby
in any jurisdiction to person to whom
it is unlawful to make such offer in
such jurisdiction. Neither the
delivery of this Prospectus any sale
made hereunder shall, under any
circumstances, create any implication
that the information herein is correct SVI HOLDINGS, INC.
as of any time subsequent to the
date hereof, or that there has been
no change in the affairs the Company
since such date.
----------------------
Table of Contents
Page
Available Information........... 4
Incorporation of Certain
Documents by Reference....... 4
Disclosure Regarding Forward-
Looking Statements........... 5
Risk Factors.................... 5
Use of Proceeds................. 7
Selling Shareholders............ 7
Plan of Distribution............ 8
Legal Matters................... 9
Experts......................... 9
Indemnification................. 9
September 29, 1998
<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company's Annual Report on Form 10-KSB for the transitional fiscal
year ended March 31, 1998, and the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1997, are incorporated by reference. All
other reports or documents filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since September 30, 1997 are incorporated herein by
reference. All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents.
The class of securities to be offered pursuant to this Registration
Statement is the Company's common stock, par value $.0001 per share, which is
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act). The description of the Company's common stock is contained
in the Company's Registration Statement filed pursuant to Section 12(b) of the
Exchange Act and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Named experts and counsel do not have a substantial interest, direct or
indirect, in the Company or any of its parents or subsidiaries and were not
connected with the Company or any of its parents or subsidiaries as a promoter,
managing underwriter (or any principal underwriter), voting trustee, director,
officer or employee.
Item 6. Indemnification of Directors and Officers
Directors, officers or employees of the Company or persons serving at
its request as directors, officers or employees of another corporation or
enterprise are entitled to indemnification as provided in the Articles of
Incorporation of the Company, which provide for indemnification to the fullest
extent permitted under the Nevada Business Corporation Act. These provisions are
broad enough to permit indemnification of such persons from liabilities arising
under the Securities Act of 1933, as amended; however, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act, and is,
therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index appearing following the signature
page.
<PAGE> 12
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in a post-effective amendment to the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE> 13
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, in the
City of San Diego, California on the 29th day of September, 1998.
SVI HOLDINGS, INC.
By: /s/ Barry M. Schechter
---------------------------------------
Barry M. Schechter,
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes
and appoints as his true and lawful attorney(s)-in-fact with full power of
substitution to execute in the name and on behalf of such person, individually
and in each capacity stated below, and to file, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 was signed by the following
persons in the capacities and on the dates indicated.
Signatures Capacity Date
- ---------- -------- ----
/s/ Barry M. Schechter
- ------------------------ Chairman of the Board, September 29, 1998
Barry M. Schechter Chief Executive Officer
and Director
/s/ David L. Reese
- ------------------------- Chief Financial September 29, 1998
David L. Reese Officer, Secretary and
Director
/s/ Arthur S. Klitofsky
- ------------------------- President, SVI Training September 29, 1998
Arthur S. Klitofsky Products, Inc., and
Director
/s/ Donald S. Radcliffe
- ------------------------- Director September 29, 1998
Donald S. Radcliffe
/s/ Ivan M. Epstein
- ------------------------- Director September 29, 1998
Ivan M. Epstein
/s/ Gerald Rubenstein
- ------------------------- Director September 29, 1998
Gerald Rubenstein
/s/ Ian Bonner
- ------------------------- Director September 29, 1998
Ian Bonner
/s/ Marcel Golding
- ------------------------- Director September 29, 1998
Marcel Golding
<PAGE> 14
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
4.1 Incentive Stock Option Plan, as amended April 1, 1998.
4.2 Form of Stock Option Agreement
5 Opinion of Solomon, Ward, Seidenwurm & Smith LLP
23.1 Consent of Singer Lewak Greenbaum
& Goldstein LLP
23.2 Consent of Solomon, Ward, Seidenwurm & Smith LLP (included in
Exhibit 5)
<PAGE> 15
EXHIBIT 4.1
INCENTIVE STOCK OPTION PLAN
(Amended as of April 1, 1998)
This Incentive Stock Option Plan of SVI Holdings, Inc., formerly known
as Wilson Capital, Inc., a Nevada corporation ("Corporation") is dated November
29, 1989, and amended as of April 1, 1998. The purpose of this Plan is to help
attract, keep and motivate superior personnel.
ARTICLE I
---------
STOCK SUBJECT TO OPTION
-----------------------
The total number of shares in the Corporation which may be issued under
incentive stock options ("options") granted pursuant to this Plan is 1,500,000
common shares having $.0001 par value.
ARTICLE II
----------
EMPLOYEES ELIGIBLE TO RECEIVE OPTIONS
-------------------------------------
SECTION 2.1 ALL EMPLOYEES. All employees of the Corporation, its parent
or subsidiaries, if any, shall be eligible to receive options to purchase stock
under this Plan.
SECTION 2.2 10% SHAREHOLDERS. Employees directly or indirectly owning
more than 10% of the stock of the Corporation, its parent or subsidiaries, if
any, shall be eligible to receive options to purchase stock under this Plan. For
purposes of this Plan, an employee is considered to own those shares which are
owned by his siblings, spouse, ancestors, and lineal descendants, and a
proportionate amount of those shares owned by or for a corporation, partnership,
estate or trust of which he is a shareholder, partner or beneficiary.
ARTICLE III
------------
ANNUAL LIMIT ON OPTIONS
-----------------------
There shall be no annual limit on options granted to an employee under
this Plan, provided that options issued pursuant to the Plan will be Incentive
Stock Options as defined by Section 422 of the Internal Revenue Code of 1986, as
amended, only to the extent that the value of shares of stock which can be first
exercised by an employee in any calendar year does not exceed $100,000 based on
the fair market value of the stock at the time of the grant.
EXHIBIT IV
----------
OPTION PRICE
------------
SECTION 4.1 MINIMUM PRICE. The minimum option price for the purchase of
any stock pursuant to an option granted under this Plan shall be 100% of the
fair market value of the stock at the time the option is granted.
SECTION 4.2 PRICE FOR 10% SHAREHOLDERS. The minimum option price for
10% Shareholders shall be at least 110% of the fair market value of the stock at
the time the option is granted.
<PAGE> 16
ARTICLE V
---------
OPTION LIFE
-----------
SECTION 5.1 TIME OF GRANT. All options granted under this Plan must he
granted within ten years from the date the Board of Directors adopt this Plan,
or the date the Shareholders approve this Plan, whichever is earlier.
SECTION 5.2 TIME OF EXERCISE. An option granted under this Plan must
provide that it is to be exercised within a period less than ten years after the
date the option is granted. However, if an optionee directly or indirectly owns
more than 10%, not including stock obtainable under the option, of the stock of
the Corporation, its parent or subsidiaries, if any, the option must provide
that it is to be exercised within a period less than five years after the date
the option is granted.
ARTICLE VI
----------
EMPLOYMENT STATUS
-----------------
All incentive stock options granted under this Plan must be granted in
connection with an optionee's employment status. Employment by the Corporation,
its parent or subsidiaries, if any, must continue from the time of the grant
until three months before the option is exercised. However, if an optionee
becomes disabled, an option may be exercised by a disabled employee up to twelve
months after termination of employment. In the event of optionee's death, an
option may be exercised by the personal representative of the will or estate of
optionee after 12 months after the date of death.
ARTICLE VII
-----------
HOLDING PERIOD
--------------
All shares of stock purchased by an employee pursuant to the exercise
of an option granted under this Plan shall be Incentive Stock Options as defined
by Section 422 of the Internal Revenue Code of 1986, as amended, only if that
employee does not dispose of those shares for at least two years after the
option is granted and at least one year after the date the shares are
transferred to the employee.
ARTICLE VIII
------------
NONTRANSFERABILITY
------------------
Options granted under this Plan may not be assigned and may be
transferred only by will or by laws of descent and distribution. During the
employee's life, the options are exercisable only by him.
ARTICLE IX
----------
ADMINISTRATION OF PLAN
----------------------
This Plan shall be administered by the Board of Directors of the
Corporation or a Compensation Committee appointed by the Board of Directors. The
Directors of the Corporation or the Compensation Committee shall have the
exclusive power to select the employees to be granted options, the time at which
<PAGE> 17
an option may be granted, the number of Shares for which an option is granted,
and the term of any option. In granting options, the Directors or the
Compensation Committee may take into consideration the value of the services
rendered by the employees, their present and potential contributions to the
Corporation's success, and such other factors deemed relevant in accomplishing
the purposes of this Plan. All decisions and determinations made by the
Directors or the Compensation Committee shall be final and binding upon all
parties, including the Corporation, its shareholders and its employees.
ARTICLE X
---------
AMENDMENT OF PLAN
-----------------
This Plan may be amended at any time by the Board of Directors without
the approval of the Corporation's Shareholders, other than an amendment of the
provisions regarding the number of optionable shares, the class of eligible
employees, the minimum option prices, or the $100,000 ceiling on grants. If any
provision of this Plan is determined to disqualify the options or shares which
may be purchased upon exercise of the options granted under this Plan so that
the special tax treatment provided by Section 422 is not available, then this
Plan shall be deemed to be automatically amended so as to delete the
disqualifying provision as if it had never been inserted in this Plan, and to
incorporate by reference the modification necessary to qualify the options or
shares under Section 422.
This Plan shall be effective as of the date and year first written
above.
ARTICLE XI
---------
INFORMATION
-----------------
Throughout the term of any option granted pursuant to the Plan, the
Corporation shall make available to the holder of such option, not later than
one hundred twenty (120) days after the close of each of the Corporation's
fiscal years during the option term, such financial and other information
regarding the Corporation as comprises the annual report to the stockholders of
the Corporation provided for in the bylaws of the Corporation.
<PAGE> 18
FORM OF
SVI HOLDINGS, INC
COMMON STOCK OPTION AGREEMENT
This Agreement is made as of _______________, 19_____, by and between SVI
Holdings, Inc., a Nevada corporation (Company) and _______________ (Option
Holder).
It is agreed as follows:
1. GRANT OF OPTION. Subject to the terms and conditions contained in
this Agreement, the Company hereby grants to the Option Holder, as of the date
of this Agreement, the right to purchase common stock in the maximum amount of
_______________ shares from time to time during the term of the Option at the
price of $________ US per common share.
2. OPTION TERM. This Option shall have a term of ________ years measured
from _______________, 19_____.
3. OPTION NONTRANSFERABLE. This Option is not transferable or assignable
by the Option Holder to an outside third party except by will or the laws of
descent and distribution. During the Option Holder's life, the options are
exercisable only by him.
4. DATES OF EXERCISE. Option Holder may, within the specified term of
this Option and pursuant to the provisions of this Agreement, purchase all or
any part of the Option shares at any time on or before the expiration date.
5. ADJUSTMENT TO OPTION SHARES. In the event any change is made to the
common stock issuable by reason of stock split, stock dividend, combination of
shares, or other change affecting the outstanding common stock as a class
without receipt of consideration, then appropriate adjustments will be made to
reflect such change and preclude any dilution or expansion of benefits
hereunder.
6. SPECIAL TERMS OF OPTION.
(a) In the event of any of the following Corporate transactions:
(i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction with the principal purpose of
changing the Company's state of incorporation,
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company,
(iii) any reverse merger in which the Company is the
surviving entity but in which 50% or more of the Company's voting stock is
transferred to holders different from those who held the stock immediately prior
to such merger,
Then this Option, to the extent not previously exercised,
shall be expressly assumed by the successor Company or parent company thereof.
(b) The Agreement shall not in any way affect the right of the
Company to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
<PAGE> 19
7. PRIVILEGE OF OPTION OWNERSHIP. The holder of this Option shall not
have any of the rights of a stockholder with respect to the Option shares until
such holder shall have exercised the Option and paid the Option price set out
herein.
8. MANNER OF EXERCISING OPTION.
(a) In order to exercise this Option with respect to all or any
number of the Option shares, Option Holder must take the following actions:
(i) Execute and deliver to the Secretary of the Company a
notice of exercise in written form with full payment for the aggregate Option
price for the purchased shares and any applicable taxes or fees in cash, cash
equivalents or a form of compensation agreed to by the parties to the Option.
The written request must also include the original, fully executed Common Stock
Option Agreement.
(b) This Option shall be deemed to have been exercised with
respect to the number of Option shares specified by the holder of the Option in
the written notice of exercise at such time as the notice of exercise and
payment for the shares being exercised are received by the Company. As soon as
possible thereafter, the Company shall deliver or mail to the Option Holder (i)
a certificate or certificates representing the shares so purchased with any
appropriate legends attached thereto, (ii) a new Common Stock Option Agreement
representing the remaining unexercised Options, if any.
(c) In no event may this Option be exercised for any fractional
shares.
9. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The exercise of this Option and the issuance of Option shares
upon such exercise shall be subject to compliance by the Company and the Option
Holder with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange on which the shares of the
Company's common stock may be listed at the time of such exercise or issuance.
(b) In connection with the exercise of this Option, Option Holder
shall execute and deliver to the Company, such representations in writing as may
be requested by the Company in order for it to comply with the applicable
requirements of federal and state securities laws.
10. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, administrators, heirs, legal representatives
and assigns of Option Holder and the successors and assigns of the Company.
11. LIABILITY OF COMPANY. The inability of the Company to obtain
approval from any regulatory body having authority deemed by the Company to be
necessary to the lawful issuance and sale of any common stock pursuant to this
Option shall relieve the Company of any liability with respect to the
non-issuance or sale of the common stock as to which such approval shall not
have been obtained. The Company, however, shall use its best efforts to obtain
all such approvals.
12. STATED RESTRICTIONS - COMMON STOCK. All common stock shares issued
under this Option will carry a restriction that the shares be held by the holder
for a period not less that one year pursuant to Rule 144 under the Securities
Act of 1933, unless there is an effective registration statement pursuant to
such Act pertaining to such shares at the time of issuance.
13. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Company in care of its Secretary at its corporate offices. Any notice required
to be given or delivered to the holder of this Option shall be in writing and
delivered to the Option Holder at the address included in this Agreement. All
written notices shall be deemed to have been delivered upon personal delivery or
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.
<PAGE> 20
14. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
regard to principles governing conflicts of law.
15. COUNTERPARTS. This Agreement MAY NOT be executed in counterparts.
There will be only one fully executed original which must be surrendered
concurrent with any exercise of the Option as defined in Paragraph 8(a)(i)
herein.
COMPANY:
SVI Holdings, Inc.
A Nevada corporation
By: ------------------------------------
Barry M. Schechter
Title: Chief Executive Officer
-----------------------
OPTION HOLDER:
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
<PAGE> 21
Opinion and Consent of Solomon, Ward, Seidenwurm & Smith LLP
Solomon, Ward, Seidenwurm & Smith LLP
401 B Street, 12th Floor
San Diego, California 92101
(619) 231-0303
September 24, 1998
Barry M. Schechter, Chief Executive Officer
SVI Holdings, Inc.
7979 Ivanhoe Avenue, Suite 500
San Diego, California 92037
Re: Form S-8 Registration Statement Relating to Shares of
$.0001 Par Value Common Stock
Dear Mr. Schechter:
We have acted as counsel for SVI Holdings, Inc. ("SVI") in connection with
the Form S-8 Registration Statement to be filed by SVI with the Securities and
Exchange Commission relating to the shares of SVI $.0001 par value common stock
(the "Common Stock") underlying the options to be issued pursuant to the SVI
Incentive Stock Option Plan. As such counsel, we have examined and relied upon
such records, documents, certificates and other instruments as in our judgment
are necessary or appropriate to form the basis for the opinions hereinafter set
forth.
Based upon the foregoing, we are of the opinion that:
(i) SVI is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada; and
(ii) The shares of Common Stock issuable in connection with the exercise of
the options (as defined in the Registration Statement), when issued in
accordance with the terms set forth in the Registration Statement, will be
validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Solomon, Ward, Seidenwurm & Smith LLP
<PAGE> 22
EXHIBIT NO. 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated April 20, 1998 (except for Note 10, as
to which the date is May 7, 1998), accompanying the consolidated financial
statements of SVI Holdings, Inc. and subsidiaries appearing in the March 31,
1998 Annual Report of the Company to its shareholders included in the Annual
Report of SVI Holdings, Inc. and subsidiaries on Form 10-KSB for the six months
ended March 31, 1998, and our report dated December 5, 1997, accompanying the
consolidated financial statements of SVI Holdings, Inc. and subsidiaries
appearing in the September 30, 1997 Annual Report of the Company to its
shareholders included in the Annual Report of SVI Holdings, Inc. and
subsidiaries on Form 10-KSB for the years ended September 30, 1997 and 1996,
respectively, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of SVI Holdings, Inc. of the aforementioned report and to the use of
name as it appears under the caption "Experts."
SINGER LEWAK GREENBAUM & GOLDENSTEIN LLP
Los Angeles, California
September 14, 1998
