SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2003
SVI Solutions, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23049 33-0896617
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(Commission File Number) (IRS Employer Identification No.)
5607 Palmer Way, Carlsbad, California 92008
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(Address of Principal Executive Offices) (Zip Code)
(877) 784-7978
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
SVI Solutions, Inc. ("SVI") has finalized the sale of SVI Training
Products, Inc. ("SVI Training Products"), a wholly owned subsidiary of SVI, to
Arthur S. Klitofsky under a Stock Purchase Agreement that was made effective
April 1, 2003. Under the agreement, SVI sold all of its shares of common stock
in the subsidiary to Mr. Klitofsky at a purchase price equal to $180,000, plus
earnout payments equal to 20% of the total gross revenues of SVI Training
Products in each of the next two fiscal years ending March 31 to the extent the
revenues in those years exceed $1.4 million. Mr. Klitofsky delivered to SVI a
promissory note for the amount of $180,000. The earnout payments are to be made
in eight amortized quarterly installment payments of principal and interest,
commencing on July 1 following the end of the applicable fiscal year, bearing an
interest rate of five percent (5%) per annum. To secure Mr. Klitofsky's
obligations under the agreement and the promissory note, SVI retains a security
interest in the shares of common stock of SVI Training Products until those
obligations are satisfied in full. The terms of this transaction are summarized
above, but are qualified entirely by the Stock Purchase Agreement and Pledge
Agreement attached as exhibits to this report.
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Stock Purchase Agreement effective as of April 1, 2003 between
SVI Solutions, Inc. and Arthur S. Klitofsky
4.2 Pledge Agreement effective as of April 1, 2003 between SVI
Solutions, Inc. and Arthur S. Klitofsky
99.1 Press Release dated April 8, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
SVI Solutions, Inc.
Date: May 21, 2003 By: /s/ Barry Schechter
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Name: Barry Schechter
Title: Chairman of the Board
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