<PAGE>
As filed with the Securities and Exchange Commission on January 18, 2000
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)
12707 High Bluff Drive, Suite 335
San Diego, California 92130
-------------------------------------------------------------
(Address of Registrant's Principal Executive Offices)
1998 Incentive Stock Plan
-------------------------
(Full Title of the Plan)
Barry M. Schechter
Chief Executive Officer
12707 High Bluff Drive, Suite 335
San Diego, California 92130
(858) 481-4404
---------------------------------------------------------
(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
12707 High Bluff Drive, Suite 335
San Diego, California 92130
(858) 481-4404
---------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
Title of Proposed Maximum
Securities to be Amount to be Offering Price Proposed Maximum Amount of
Registered Registered Per Share Offering Price Registration Fee
---------- ---------- -------- -------------- ----------------
<S> <C> <C> <C> <C>
$.0001 par value 2,685,100 $12.6875 (2) $34,067,206 $8,993.74
common stock shares (1)
$.0001 par value 814,900 $7.23 (4) $5,891,727 $1,555.42
common stock shares (3)
</TABLE>
(1) Representing the number of shares of common stock available for the
grant of stock options and stock bonuses and for the purchase of
restricted stock under the 1998 Incentive Stock Plan (the "Plan") and
not yet subject to awarded outstanding restricted stock, stock options
or stock bonuses. This Registration Statement also covers an
indeterminate number of additional shares which may be issued under the
Plan due to recapitalizations, stock splits or other adjustments to the
stock of the Registrant.
(2) For the purpose of computing the registration fee only, the price shown
is based upon the price of $12.6875 per share, the average of the high
and low price for the Registrant's common stock reported on the
American Stock Exchange on January 10, 2000, in accordance with Rule
457(h).
(3) Shares subject to outstanding stock options under the Plan as of
January 7, 2000.
(4) Weighted average per share exercise price for such outstanding options
calculated pursuant to Rule 457(h)(1).
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:
- The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1999.
- All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year ended March 31, 1999.
In addition, all other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 incorporated by reference in this Registration Statement and 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 Registrant's common stock, par value $.0001 per share, which is
registered under Section 12 of the Exchange Act. The description of the
Registrant's common stock is contained in the Registrant's Form 8-A registration
statement filed pursuant to Section 12(b) of the Exchange Act on June 30, 1998
and is incorporated herein by reference.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the common stock offered by this Registration Statement
will be passed upon for the Registrant by Solomon Ward Seidenwurm & Smith,
LLP, San Diego, California. As of the date of this Registration Statement,
partners and employees of Solomon Ward Seidenwurm & Smith, LLP beneficially
owned an aggregate of 61,839 shares of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors, officers or employees of the Registrant 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 Registrant, which provide for indemnification to the
fullest extent permitted under Nevada law. These provisions are broad enough to
permit indemnification of such persons from liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"); however, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that
Securities Act, and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index appearing following the
signature page.
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, 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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
Registrant's Articles of Incorporation or Bylaws, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, 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, thereunto duly
authorized in the City of San Diego, State of California, on January 18, 2000.
SVI HOLDINGS, INC.
By: /s/ Barry M. Schechter
-----------------------------------------
Barry M. Schechter,
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes
and appoints Barry M. Schechter and David L. Reese 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, 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, January 18, 2000
Barry M. Schechter Chief Executive Officer
and Director
/s/ David L. Reese
- ------------------------- Chief Financial January 18, 2000
David L. Reese Officer, Secretary and
Director
/s/ Arthur S. Klitofsky
- ------------------------- Vice President and January 18, 2000
Arthur S. Klitofsky Director
/s/ Donald S. Radcliffe
- ------------------------- Director January 18, 2000
Donald S. Radcliffe
/s/ Ivan M. Epstein
- ------------------------- Director January 18, 2000
Ivan M. Epstein
/s/ Gerald Rubenstein
- ------------------------- Director January 18, 2000
Gerald Rubenstein
/s/ Ian Bonner
- ------------------------- Director January 18, 2000
Ian Bonner
/s/ Marcel Golding
- ------------------------- Director January 18, 2000
Marcel Golding
5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
- ----------- -----------
4.1 Form of Incentive Stock Option Agreement
5.1 Opinion of Solomon Ward Seidenwurm & Smith, LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Singer Lewak Greenbaum
& Goldstein LLP
23.3 Consent of Solomon Ward Seidenwurm & Smith, LLP
(included in Exhibit 5.1)
SVI HOLDINGS, INC.
(a Nevada Corporation)
INCENTIVE STOCK OPTION AGREEMENT
OPTIONEE: NO. OF SHARES OF STOCK:
DATE OF GRANT: OPTION PRICE:
TERM OF OPTION:
This Option Agreement is entered into between SVI Holdings, Inc., a
Nevada corporation ("Company") and the above-named Optionee ("Optionee").
1. RECITALS
--------
1.1 The Board of Directors of the Company ("Board") authorized the
granting of this Option to Optionee who is an Employee of the Company pursuant
to the SVI Holdings, Inc. 1998 Incentive Stock Plan adopted October 5, 1998.
1.2 This Option Agreement is intended to constitute an "incentive stock
option" within the meaning of Section 422 of Internal Revenue Code of 1986, as
amended ("Code").
2. DEFINITIONS
-----------
In addition to those words and phrases defined above and unless
otherwise required by the context in which they appear, words and phrases having
their initial letters capitalized shall have the following meanings:
"Affiliate" means any corporation defined as a "parent corporation" or
a "subsidiary corporation" within the meaning of Code Section 424(e) and (f)
respectively.
"Agreement" means this Incentive Stock Option Agreement (including any
schedules, attachments, documents incorporated by reference or modifications
agreed to in writing by the Company and Optionee) which sets forth the parties'
rights and obligations with respect to the Option.
"Board" means the Board of Directors of the Company. The reference in
this Agreement to the Board shall also include a committee to whom the Board has
delegated responsibility for administration of the Plan.
"Date of Grant" means the Date of Grant set forth at the beginning of
this Agreement.
"Disability" or "Disabled" means the condition of being totally and
permanently disabled" within the meaning of Code Section 22(e)(3).
<PAGE>
"Employee" means any salaried employee of the Company, or its Affiliates,
including those employees who are officers of the Company or its Affiliates.
"ERISA" means the Employee Retirement Income Security Act or the rules
thereunder, as amended from time to time.
"Fair Market Value" per share of Stock means the average of the high
and low sale prices per share of Stock on the American Stock Exchange, composite
tape or other recognized market source, as determined by the Board, on the
applicable date of reference hereunder, or if there is no sale on such date, the
average high and low sale prices on the last previous day on which a sale is
reported.
"Option" means the right of Optionee to purchase the number of shares
of Stock set forth above at the beginning of this Agreement in accordance with
the terms and conditions of this Agreement.
"Option Price" means the price per share of Stock to be paid by the
Optionee upon exercise of the Option which amount is set forth above at the
beginning of this Agreement.
"Option Stock" means the shares of Stock Optionee shall be entitled to
purchase pursuant to this Agreement as set forth above at the beginning of this
Agreement.
"Plan" means the SVI Holdings, Inc. 1998 Incentive Stock Plan adopted
October 5, 1998, as amended from time to time.
"Reporting Person" shall mean an Optionee who is required to file
statements relating to his or her beneficial ownership of Stock with the
Securities and Exchange Commission pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended.
"Rule 16b-3" means Rule 16b-3 of the Securities Exchange Act of 1934,
as amended or any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.
"Stock" means the $0.0001 par value common stock of the Company.
"Term" means the period commencing on the Date of Grant and continuing
until the earlier to occur of (a) the Expiration Date, or (b) the date this
Agreement is terminated pursuant to the Plan or the terms hereof.
3. OPTION
------
3.1 GRANT. The Company hereby grants to Optionee the Option to purchase
all or any part of the Option Stock on the terms and conditions set forth in
this Agreement.
<PAGE>
3.2 PURCHASE PRICE. The purchase price per share of Stock to be paid upon the
exercise of this Option shall be the Option Price. The Option Price is deemed by
the Board to be not less than the Fair Market Value of the Stock on the Date of
Grant.
3.3 RESTRICTIONS ON TRANSFER. This Option shall not be transferable by
Optionee other than by will or the laws of descent and distribution. Upon any
attempt to sell, assign, encumber or otherwise transfer this Option in violation
of this Agreement, or upon the levy of any attachment or similar process upon
this Option, this Option shall immediately become null and void.
3.4 CHANGES IN EQUITY STRUCTURE; RECAPITALIZATION. Upon the occurrence
of the capital and/or recapitalization transactions described in Section 13 of
the Plan, this Option (to the extent not previously exercised ) shall be
adjusted or modified as provided in Section 13 of the Plan.
Notwithstanding any provision of this Agreement, the Company reserves
the right to:
(a) Make or enter into any adjustments, reclassifications,
reorganizations or changes of its capital or business
structure;
(b) Merge or consolidate with other entities; or
(c) Dissolve, liquidate or sell or transfer any or all of its
business or assets.
3.5 STOCKHOLDER'S RIGHTS. Optionee shall have no rights as a
stockholder with respect to any shares of Stock Optionee is entitled to purchase
under this Option until the date of the issuance of a certificate for the shares
of Stock. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such certificate is issued,
except as provided in this Agreement or in the Plan.
4. EMPLOYMENT CONDITIONS
---------------------
4.1 EMPLOYMENT STATUS. Optionee shall be considered to be in the
continuous employment of the Company as long as Optionee remains an Employee of
the Company or its Affiliates. As provided in the Plan, the Board exclusively
shall determine whether or when there has been a termination of Optionee's
employment, if there has been a failure to comply with Optionee's covenant not
to compete obligations and the cause of such termination, which determination
shall be final.
4.2 COVENANT TO DEVOTE PRODUCTIVE TIME AND SKILL. Unless otherwise
permitted in writing, Optionee shall devote his entire productive time, energy
and skill to the service of the Company or its Affiliates, subject to vacations,
sick leave and other approved absences. Failure of Optionee to comply with this
covenant shall be "for cause" grounds for termination of Employee's employment
with the Company.
<PAGE>
4.3 TERMINATION FOR CAUSE. Unless otherwise agreed to by the Board if
Optionee's employment is terminated for cause, the right of Optionee to purchase
Option Stock shall terminate three (3) months following the date of termination
of employment without further notice or action by the Company.
5. EXERCISE
--------
5.1 EXERCISE OF OPTION. Subject to the earlier termination of the right
to exercise this Option as provided under this Agreement, including Paragraphs
4.2 and 4.3 herein, during the Term, Optionee shall be entitled to exercise the
following cumulative percentages of his Option Stock in whole or in part as
follows:
Period (in years)
From Date of Grant Cumulative % of Option
After But on or Before Stock Available for Exercise
- ------------------------------------------- ----------------------------
Date of Grant 1 year 0%
1 2 years 20%
2 3 years 40%
3 4 years 60%
4 5 years 80%
5 Expiration Date 100%
In no event shall this Option be exercisable after the Expiration Date or such
later date subsequently approved by the Board; provided, however, that this
Option shall expire and not be exercisable after the Expiration Date.
5.2 ADDITIONAL ADJUSTMENTS. Notwithstanding the terms of Section 5.1 of
this Agreement (a) the Board in its sole and exclusive discretion may provide
for accelerated vesting upon the satisfaction of stated conditions; and (b) to
the extent that a six (6) month non-exercise period is required by Rule 16b-3 at
the time and under the circumstances of the exercise and Optionee is a Reporting
Person, then this Option shall not be exercisable for six (6) months after Date
of Grant, unless the death or Disability of the Optionee occurs before the
expiration of such six (6) month period.
5.3 LIMITATION. This Option shall not be exercisable with respect to
any fractional shares of the Stock. The minimum number of shares with respect to
which this Option may be exercised at any time is one hundred (100). Upon the
final exercise of this Option this minimum shall not apply.
5.4 EXERCISE PROCEDURE. The Option shall be exercised by the giving of
written notice to the Company (in a form designated by the Company) specifying
the number of shares of Stock to be purchased, accompanied by the payment (in
accordance with the terms of Section 6(c) of the Plan) of the aggregate Option
Price for the shares of Option Stock being purchased, such payment to be made in
any combination of:
<PAGE>
(a) United States cash currency;
(b) a cashier's or certified check to the order of the
Company;
(c) a personal check acceptable to the Company;
(d) to the extent permitted by the Board, shares of Stock
(including previously owned Stock or Stock issuable in
connection with the Option exercise), properly endorsed to the
Company; or
(e) to the extent agreed to by the Board, the Optionee's
entering into an agreement with the Company whereby a portion
of the Options are terminated;
provided, however, that the form of payment which Optionee selects shall be
permissible under Code Section 422.
The Board may provide such assistance to the Optionee to facilitate the
exercise of the Option as it deems appropriate. Provided, however, that the
Board, as a prerequisite to providing such assistance, may require satisfaction
of any rules or conditions it deems appropriate. Shares of Stock used to pay the
Option Price shall be valued at their Fair Market Value on the date of exercise.
If Stock used to pay the Option Price is subject to any prior
restrictions imposed in connection with any stock option or stock purchase plan
or agreement of the Company, an equal number of the shares of Stock acquired on
exercise shall be made subject to such prior restrictions in addition to any
further restrictions imposed on such Stock by the terms of the Agreement or by
the Plan.
5.5 EXERCISE DURING LIFE. Subject to the provisions of Sections 4.2,
4.3, and 5.7, during Optionee's lifetime, this Option shall be exercisable only
by Optionee either:
(a) While Optionee is employed by the Company or its
Affiliates;
(b) Within one (1) year after the date on which Optionee's
employment terminates for reasons other than termination for
cause, including breach of Optionee's covenants set forth in
Section 4.2;
(c) Within three (3) months following the date of termination
if Optionee's employment is terminated for cause, including
the breach of Optionee's covenants set forth in Section 4.2;
or
(d) Within one (1) year after the date on which the Optionee's
employment terminates due to a Disability;
<PAGE>
Despite the preceding, in no event shall the period of exercise be extended
beyond the Expiration Date or such later dates subsequently approved by the
Board. Unless the Board otherwise agrees, if Optionee is entitled to purchase
shares of Stock after the termination of Optionee's employment the number of
shares of Stock Optionee may so purchase shall be limited to the number of
shares of Stock Optionee was entitled to purchase as of the date of such
termination.
If during any part of the one (1) year period referred to in Section
5.5(b) the Option is not exercisable solely because of the condition set forth
in Section 7, the Option shall not terminate until the earlier of the Expiration
Date or until it shall have been exercisable for an aggregate period of one (1)
year after the termination of employment.
5.6 EXERCISE AFTER DEATH. Subject to the provisions of Section 5.2, if
Optionee dies while employed by the Company or its Affiliates or within a period
of three (3) months after the date such employment terminates, but prior to the
complete exercise of this Option, the Option may be exercised within one (1)
year from the date of Optionee's death, but:
(a) Only by the personal representative of Optionee's estate
or by such person or persons who acquire the Option pursuant
to Optionee's will, testamentary substitute, or the laws of
descent and distribution; and
(b) Only as to the number of shares of Stock that Optionee was
entitled to purchase under this Option on the date of
Optionee's death.
5.7 CONSULTANCY TO THE COMPANY AFTER TERMINATION OF EMPLOYMENT OR
CORPORATE OFFICE. If Optionee acts as a consultant for the Company or its
Affiliates after the termination of his employment, then Optionee shall not be
deemed to have terminated his employment for the Company or its Affiliates for
purposes of Paragraph 5.5 of this Agreement until he ceases to be a consultant
for the Company or its Affiliates, provided he does not violate any
non-competition covenant, non-solicitation covenant or covenant of
confidentiality contained in any agreement between Optionee and the Company or
its Affiliates. Notwithstanding Optionee's not being deemed to have terminated
his employment for the Company or its Affiliates pursuant to the terms of the
preceding sentence, this Option which is an incentive stock option shall
automatically convert into a non-statutory stock option three (3) months after
the date which Optionee's actually terminates his employment with the Company or
its Affiliates (one (1) year if the Optionee is Disabled on the date of
termination).
5.8 NON-SEQUENTIAL EXERCISE PERMITTED. Subject to the exercise
limitations set forth herein, this Option shall be exercisable even if there is
outstanding any incentive stock option or non-statutory stock option for the
purchase of Stock of the Company which was granted before this Option was
granted, and no subsequently granted incentive stock option shall fail to be
exercisable solely because this Option remains outstanding.
<PAGE>
5.9 LEGENDS. Certificates representing Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem necessary or desirable to assure the satisfaction of any liability that the
Company may or will have incurred for any withholding of federal, state or local
income, employment or other taxes, to facilitate compliance by the Company with
any federal or state laws or regulations, including, without limitation, legends
restricting transfer of the Stock until there has been compliance with federal
and state securities laws or such other restrictions as may be imposed on the
Stock under the terms of this Agreement.
5.10 OPTIONEE COVENANTS
By exercising this Option, Optionee agrees that:
(a) the Company may require Optionee to enter an arrangement
providing for the cash payment by Optionee to the Company of
any tax withholding obligation of the Company arising by
reason of: (1) the exercise of this Option; (2) the lapse of
any substantial risk of forfeiture to which the shares are
subject at the time of exercise; or (3) the disposition of
shares acquired upon such exercise; and
(b) Optionee will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the
shares of Stock issued upon exercise of this Option that
occurs within two (2) years after the date of this Option
grant or within one (1) year after the shares of Stock are
transferred upon exercise of this Option.
6. CONFLICT BETWEEN PLAN AND AGREEMENT
-----------------------------------
This Agreement, including the Option and Optionee's rights hereunder,
is subject to and governed by the Plan. Any conflict between the terms and
provisions of this Agreement and the terms and provisions of the Plan shall be
governed by the terms and provisions of the Plan.
7. INVESTMENT INTENT
-----------------
This Option is granted on the condition that Optionee's purchase of
Option Stock shall be for investment purposes and not with a view to resale or
distribution. This Option may not be exercised unless the shares issuable upon
exercise of this Option are then registered under the Act or, if such shares are
not then registered under the Act, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of the Act.
8. NOTICES
-------
8.1 IN WRITING. All notices, demands, requests, or other communications
permitted or required under this Agreement or applicable law shall be in
writing.
<PAGE>
8.2 DELIVERY. All such communications may be served personally or may
be sent by registered or certified mail, return receipt requested, postage
prepaid and addressed to either Optionee or the Company at the addresses
appearing beneath the respective party's signature to this Agreement, or at such
other address as either party shall have communicated to the other pursuant to
this Section. All such communications shall be deemed effectively delivered upon
personal service or three (3) days after deposit in the United States Mail.
9. MISCELLANEOUS
-------------
9.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall inure to the benefit of only the Company, Optionee and their
respective successors or assigns.
9.2 STATUS. Nothing contained in this Agreement shall be construed as
giving Optionee any right to be retained as an Employee of the Company or its
Affiliates.
9.3 SEVERABILITY. If any provision or provisions of this Agreement are
adjudged to be for any reason unenforceable, illegal or void, the remainder of
its provisions shall remain in full force and effect.
9.4 INTEGRATION. This Agreement constitutes the entire understanding of
the parties concerning the Option granted hereby. Except as otherwise provided,
any changes, modifications, or variations to this Agreement or the Option are
invalid unless stated in writing and executed by the Company and Optionee.
9.5 GOVERNING LAW. This Agreement and the Option granted hereby shall
be governed by the laws of the State of California.
9.6 ATTORNEYS FEES. If either party brings an action or seeks to
enforce or interpret any of the terms or provisions of this Agreement, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs in addition to any other remedy it may be awarded.
9.7 COUNTERPARTS. This Agreement may be executed in counterparts which
shall constitute the whole instrument.
9.8 TITLES FOR CONVENIENCE; GENDER AND PLURALS. Titles of articles and paragraph
headings are for convenience only and shall not affect the construction or
interpretation of this Incentive Stock Option Agreement, or any portion thereof.
Whenever required by the context hereof, the singular shall include the plural,
and vice versa; the masculine gender shall include the feminine and neuter, and
vice versa.
<PAGE>
Executed to be effective as of the Date of Grant set forth above at the
beginning of this Agreement.
OPTIONEE:
--------------------------------------
Signature
--------------------------------------
Address
--------------------------------------
City State Zip Code
SVI HOLDINGS, INC
By:
-----------------------------------
Barry M. Schechter
Its: Chief Executive Officer and Chairman
12707 High Bluff Drive, Suite 335
San Diego, CA 92130
EXHIBIT 5.1
January 13, 2000
Mr. Barry Schecter
SVI Holdings, Inc.
12797 High Bluff Drive, Suite 335
San Diego, CA 92130
RE: Registration Statement on Form S-8
Dear Mr. Schechter:
We are delivering this opinion and consent to you in connection with the
proposed issuance of up to 3,500,000 shares of common stock, $0.0001 par value
(the "Plan Shares"), of SVI Holdings, Inc. (the "Company"), to be issued
pursuant to the Company's 1998 Incentive Stock Plan (the "Plan"), and to be
registered with the Securities and Exchange Commission on Form S-8 (the
"Registration Statement").
We have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the purposes of this opinion and,
based thereon, we advise you that, in our opinion, the Plan Shares have been
duly authorized by the Company and, when paid for and delivered in accordance
with the terms of the Plan and the terms of the agreements evidencing the grants
of the options, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
/s/ SOLOMON WARD SEIDENWURM & SMITH, LLP
EXHIBIT NO. 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SVI Holdings, Inc. on Form S-8 of our report dated May 14, 1999 (except for Note
15, as to which the date is June 3, 1999), appearing in the Annual Report on
Form 10-KSB of SVI Holdings, Inc. for the year ended March 31, 1999.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
January 13, 2000
7
EXHIBIT NO. 23.2
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports, dated April 20, 1998 and
December 5, 1997, which appear in Page F-2 and F-3, respectively, of the Annual
Report on Form 10-KSB of SVI Holdings, Inc. and subsidiaries for the year ended
March 31, 1999.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
December 22, 1999
8
