Filed Pursuant to Rule 424(b)(3)
Registration No. 333-105182
PROSPECTUS SUPPLEMENT NO. 3
Island Pacific, Inc., a Delaware corporation
(formerly known as SVI Solutions, Inc.)
Common Stock
This prospectus supplement relates to the resale by the holders of
Common Stock.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the prospectus dated July 17, 2003,
prospectus supplement no. 1 dated November 10, 2003 and prospectus supplement
no. 2 dated November 25, 2003.
The information in the table appearing under the heading "Selling
Stockholders" in the prospectus and prospectus supplement no. 1 is amended by:
(a) adding the information below with respect to persons not previously listed
in the prospectus or prospectus supplement no. 1 (the "Additional Selling
Stockholders"); and (b) amending the information with respect to Koyah Leverage
Partners, L.P., Koyah Partners, L.P., and Raven Partners, L.P., each of whom
were previously listed in the prospectus and prospectus supplement no. 1, to
reflect additional sales by them. The Additional Selling Stockholders are
partners in Koyah Leverage Partners, L.P. and/or Koyah Partners, L.P. (together
the "Koyah Partnerships"). Except as disclosed below, the Additional Selling
Stockholders received their shares through a pro-rata distribution by the Koyah
Partnerships to their partners.
Number of Shares of Number of Shares of IPI Percentage of Common
IPI Common Stock Common Stock to be Resold Stock Outstanding After
Selling Stockholders Beneficially Owned in the Offering the Offering
-------------------- ------------------ --------------- ------------
Koyah Leverage Partners, L.P. (8) 2,854,201 2,700,962 < 1%
Koyah Partners, L.P. (9) 641,881 611,233 < 1%
Raven Partners, L.P. (10) 274,464 254,032 < 1%
Koyah Ventures, LLC (32) 3,810,074 3,605,755 < 1%
ICM Asset Management, Inc. (33) 3,803,924 3,594,555 < 1%
James M. Simmons (34) 3,881,901 3,672,532 < 1%
Dennis W. and Alice C. Garland (35) 55,862 55,862 0%
DATTUM Joint Venture (36) 22,867 22,867 0%
Christmann Investments, Ltd. (37) 58,224 58,224 0%
Carol J. Urquhart 20,528 20,528 0%
Thomas W. and Peggy V. Phillips 114,944 114,944 0%
1987 Norman L. Kaufman Family Trust (38) 14,013 14,013 0%
John P. Moloney, Jr. 20,694 20,694 0%
Dennis C. Fill 30,389 30,389 0%
Corliss Family Trust (39) 18,889 18,889 0%
Susan L. Topliff Trust for benefit of
James F. Topliff (40) 9,993 9,993 0%
Douglas Brajcich, IRA (41) 9,812 9,812 0%
Linda K. Urquhart 42,863 42,863 0%
J.D. Fitterer 54,869 54,869 0%
Dennis Horan, IRA (42) 14,713 14,713 0%
Joel Jacobson, IRA (43) 28,021 28,021 0%
Forrest and Wendy Magers Revocable Trust (44) 62,057 62,057 0%
Gary R. King (45) 40,922 40,922 0%
Gary R. King, IRA (46) 18,715 18,715 0%
Brutocao Vineyards, Inc. (47) 77,572 77,572 0%
Daniel P. and Dian M. Brutocao 46,543 46,543 0%
Leonard and Martha Brutocao 1987
Irrevocable Trust (48) 31,161 31,161 0%
Murray and Leslie Huppin 14,711 14,711 0%
C. Paul Sandifur, Jr. (49) 848,278 848,278 0%
Gloria T. Schick 45,020 45,020 0%
(8) Includes 1,257,925 shares issuable upon exercise of warrants. Koyah
Ventures, LLC is the general partner of Koyah Leverage Partners, L.P. and as a
result has shared voting and dispositive power over shares held by Koyah
Leverage Partners, L.P. ICM Asset Management, Inc. is the investment advisor to
Koyah Leverage Partners, L.P. and as a result has shared voting and dispositive
power over shares held by Koyah Leverage Partners, L.P. James M. Simmons is the
managing member of Koyah Ventures, LLC and the President and Chief Investment
Officer and the controlling shareholder of ICM Asset Management, Inc. and as a
result has shared voting and dispositive power over shares held by Koyah
Leverage Partners, L.P. James M. Simmons disclaims beneficial ownership of the
shares of our common stock owned by Koyah Leverage Partners, L.P.
(9) Includes 309,784 shares issuable upon exercise of warrants. Koyah Ventures,
LLC is the general partner of Koyah Partners, L.P. and as a result has shared
voting and dispositive power over shares held by Koyah Partners, L.P. ICM Asset
Management, Inc. is the investment advisor to Koyah Partners, L.P. and as a
result has shared voting and dispositive power over shares held by Koyah
Partners, L.P. James M. Simmons is the managing member of Koyah Ventures, LLC
and the President and Chief Investment Officer and the controlling shareholder
of ICM Asset Management, Inc. and as a result has shared voting and dispositive
power over shares held by Koyah Partners, L.P. James M. Simmons disclaims
beneficial ownership of the shares of our common stock owned by Koyah Partners,
L.P.
(10) Includes 12,535 shares issuable upon exercise of warrants. Koyah Ventures,
LLC and Raven Ventures, LLC are the general partners of Raven Partners, L.P. and
as a result have shared voting and dispositive power over shares held by Raven
Partners, L.P. ICM Asset Management, Inc. is the investment advisor to Raven
Partners, L.P. and as a result has shared voting and dispositive power over
shares held by Raven Partners, L.P. James M. Simmons is the managing member of
Koyah Ventures, LLC and Raven Ventures, LLC and the President and Chief
Investment Officer and the controlling shareholder of ICM Asset Management, Inc.
and as a result has shared voting and dispositive power over shares held by
Raven Partners, L.P. James M. Simmons disclaims beneficial ownership of the
shares of our common stock owned by Raven Partners, L.P.
(32) In addition to 39,528 shares held by Koyah Ventures, LLC all of which are
being registered for resale by it hereunder, includes 2,854,201 shares held by
Koyah Leverage Partners, L.P. (including shares issuable upon exercise of
warrants), 641,881 shares held by Koyah Partners, L.P. (including shares
issuable upon exercise of warrants) and 274,464 shares held by Raven Partners,
L.P. (including shares issuable upon exercise of warrants). Koyah Ventures, LLC
is the general partner of Koyah Leverage Partners, L.P., Koyah Partners, L.P.
and Raven Partners, L.P. and as a result has shared voting and dispositive power
over shares held by all three entities. Raven Ventures, LLC is an additional
general partner of Raven Partners, L.P. and as a result has shared voting and
dispositive power shares held by Raven Partners, L.P. ICM Asset Management, Inc.
is the investment advisor to Koyah Leverage Partners, L.P., Koyah Partners, L.P.
and Raven Partners, L.P. and as a result has shared voting and dispositive power
over shares held by all three entities. James M. Simmons is the managing member
of Koyah Ventures, LLC and Raven Ventures, LLC and the President and Chief
Investment Officer and the controlling stockholder of ICM Asset Management, Inc.
and as a result has shared voting and dispositive power over shares held by
Koyah Leverage Partners, L.P., Koyah Partners, L.P., Raven Partners, L.P. and
Koyah Ventures, LLC. James M. Simmons disclaims beneficial ownership of the
shares of our common stock owned by these entities. Koyah Leverage Partners,
L.P., Koyah Partners, L.P. and Raven Partners, L.P. are also listed as selling
stockholders and the 2,854,201 shares held by Koyah Leverage Partners, L.P.
(including shares issuable upon exercise of warrants) of which 2,700,962 shares
are being registered for resale by it hereunder, the 641,881 shares held by
Koyah Partners, L.P. (including shares issuable upon exercise of warrants) of
which 611,223 shares are being registered for resale by it hereunder, and the
274,464 shares held by Raven Partners, L.P. (including shares issuable upon
exercise of warrants) of which 254,032 shares are being registered for resale by
it hereunder are also listed for these entities.
(33) In addition to 28,328 shares held by ICM Asset Management, Inc., includes
2,854,201 shares held by Koyah Leverage Partners, L.P. (including shares
issuable upon exercise of warrants), 641,881 shares held by Koyah Partners, L.P.
(including shares issuable upon exercise of warrants) and 274,464 shares held by
Raven Partners, L.P. (including shares issuable upon exercise of warrants).
Koyah Ventures, LLC is the general partner of Koyah Leverage Partners, L.P.,
Koyah Partners, L.P. and Raven Partners, L.P. and as a result has shared voting
and dispositive power over shares held by all three entities. Raven Ventures,
LLC is an additional general partner of Raven Partners, L.P. and as a result has
shared voting and dispositive power shares held by Raven Partners, L.P. ICM
Asset Management, Inc. is the investment advisor to Koyah Leverage Partners,
L.P., Koyah Partners, L.P. and Raven Partners, L.P. and as a result has shared
voting and dispositive power over shares held by all three entities. Also
includes 5,050 shares held by other clients of ICM Asset Management, Inc., which
were not acquired in the pro-rata distribution by the Koyah Partnerships to
their partners and are not being registered for resale by these other clients
hereunder. ICM Asset Management, Inc. has discretionary authority over these
shares held by its other clients and as a result has shared voting and
dispositive power over these shares. James M. Simmons is the managing member of
Koyah Ventures, LLC and Raven Ventures, LLC and the President and Chief
Investment Officer and the controlling stockholder of ICM Asset Management, Inc.
and as a result has shared voting and dispositive power over shares held by
Koyah Leverage Partners, L.P., Koyah Partners, L.P., Raven Partners, L.P., ICM
Asset Management, Inc. and these other clients of ICM Asset Management, Inc.
James M. Simmons disclaims beneficial ownership of the shares of our common
stock owned by these entities and clients. Koyah Leverage Partners, L.P., Koyah
Partners, L.P. and Raven Partners, L.P. are also listed as selling stockholders
and the 2,854,201 shares held by Koyah Leverage Partners, L.P. (including shares
issuable upon exercise of warrants) of which 2,700,962 shares are being
registered for resale by it hereunder, the 641,881 shares held by Koyah
Partners, L.P. (including shares issuable upon exercise of warrants) of which
611,223 shares are being registered for resale by it hereunder, and the 274,464
shares held by Raven Partners, L.P. (including shares issuable upon exercise of
warrants) of which 254,032 shares are being registered for resale by it
hereunder are also listed for these entities.
(34) In addition to 38,449 shares held by James M. Simmons all of which are
being registered for resale by him hereunder, includes 2,854,201 shares held by
Koyah Leverage Partners, L.P. (including shares issuable upon exercise of
warrants), 641,881 shares held by Koyah Partners, L.P. (including shares
issuable upon exercise of warrants) and 274,464 shares held by Raven Partners,
L.P. (including shares issuable upon exercise of warrants). Koyah Ventures, LLC
is the general partner of Koyah Leverage Partners, L.P., Koyah Partners, L.P.
and Raven Partners, L.P. and as a result has shared voting and dispositive power
over shares held by all three entities. Raven Ventures, LLC is an additional
general partner of Raven Partners, L.P. and as a result has shared voting and
dispositive power over shares held by Raven Partners, L.P. ICM Asset Management,
Inc. is the investment advisor to Koyah Leverage Partners, L.P., Koyah Partners,
L.P. and Raven Partners, L.P. and as a result has shared voting and dispositive
power over shares held by all three entities. Also includes 28,328 shares held
by ICM Asset Management, Inc. and 5,050 shares held by other clients of ICM
Asset Management, Inc. ICM Asset Management, Inc. has discretionary authority
over these shares held by other clients and as a result has shared voting and
dispositive power over these shares. Also includes 39,528 shares held by Koyah
Ventures, LLC. James M. Simmons is the managing member of Koyah Ventures, LLC
and Raven Ventures, LLC and the President and Chief Investment Officer and the
controlling stockholder of ICM Asset Management, Inc. and as a result has shared
voting and dispositive power over shares held by Koyah Leverage Partners, L.P.,
Koyah Partners, L.P., Raven Partners, L.P., ICM Asset Management, Inc. and these
other clients of ICM Asset Management, Inc., and Koyah Ventures, LLC. James M.
Simmons disclaims beneficial ownership of the shares of our common stock owned
by these entities and clients. Koyah Leverage Partners, L.P., Koyah Partners,
L.P., Raven Partners, L.P., ICM Asset Management, Inc. and Koyah Ventures, LLC
are also listed as selling stockholders and the 2,854,201 shares held by Koyah
Leverage Partners, L.P. (including shares issuable upon exercise of warrants) of
which 2,700,962 shares are being registered for resale by it hereunder, the
641,881 shares held by Koyah Partners, L.P. (including shares issuable upon
exercise of warrants) of which 611,223 shares are being registered for resale by
it hereunder, the 274,464 shares held by Raven Partners, L.P. (including shares
issuable upon exercise of warrants) of which 254,032 shares are being registered
for resale by it hereunder, the 28,328 shares held by ICM Asset Management, Inc.
all of which are being registered for resale by it hereunder and the 5,050
shares held by other clients of ICM Asset Management, Inc. none of which are
being registered for resale by them hereunder, and the 39,528 shares held by
Koyah Ventures, LLC all of which are being registered for resale hereunder are
also listed for these entities.
(35) In addition to 32,995 shares held by Dennis W. and Alice C. Garland all of
which are being registered for resale by them hereunder, includes 22,867 shares
held by DATTUM Joint Venture hereunder, a joint venture for which Dennis W. and
Alice C. Garland serve as directors. DATTUM Joint Venture is also listed as a
selling stockholder and the 22,867 shares held by DATTUM Joint Venture all of
which are being registered for resale by it hereunder are also listed for DATTUM
Joint Venture.
(36) Dennis W. and Alice C. Garland, as directors of the DATTUM Joint Venture,
have shared voting and dispositive power over shares held by DATTUM Joint
Venture.
(37) Christmann Corporation is the general partner of Christmann Investments,
Ltd. Charles D. Christmann as President and Treasurer of Christmann Corporation,
John J. Christmann, III, as Vice-President and Secretary of Christmann
Corporation, and Elgin E. Connor, Jr., as Assistant Secretary and Treasurer of
Christmann Corporation, have shared voting and dispositive power over the shares
held by Christmann Investments, Ltd.
(38) Essie Kaufman, as trustee of the 1987 Norman L. Kaufman Family Trust, has
voting and dispositive power over shares held by the 1987 Norman L. Kaufman
Family Trust.
(39) Elizabeth A. Corliss, as trustee of the Corliss Family Trust, has voting
and dispositive power over shares held by the Corliss Family Trust.
(40) Sarah Workland, as trustee for the Susan L. Topliff Trust for benefit of
James F. Topliff, has voting and dispositive power over shares held by the Susan
L. Topliff Trust for benefit of James F. Topliff.
(41) Douglas J. Brajcich, as beneficiary, has voting and dispositive power over
shares held by Douglas J. Brajcich, IRA.
(42) Dennis Horan, as beneficiary, has voting and dispositive power over shares
held by Dennis Horan, IRA.
(43) Joel Jacobson, as beneficiary, has voting and dispositive power over shares
held by Joel Jacobson, IRA.
(44) Forrest and Wendy Magers, as trustees of the Forrest and Wendy Magers
Revocable Trust, have shared voting and dispositive power over shares held by
the Forrest and Wendy Magers Revocable Trust.
(45) In addition to 22,207 shares held by Gary R. King all of which are being
registered for resale by him hereunder, includes 18,715 shares held by Gary R.
King, IRA, of which Gary R. King is beneficiary. Gary R. King, IRA is also
listed as a selling stockholder and the 18,715 shares held by Gary R. King, IRA
all of which are being registered for resale by it hereunder are also listed for
Gary R. King, IRA.
(46) Gary R. King, as beneficiary, has voting and dispositive power over shares
held by Gary R. King, IRA.
(47) David Brutocao, as Vice-President and Chief Financial Officer of Brutocao
Vineyards, Inc., has voting and dispositive power over shares held by Brutocao
Vineyards, Inc.
(48) Leonard and Martha Brutocao, as trustees of the Leonard and Martha Brutocao
1987 Irrevocable Trust, have shared voting and dispositive power over shares
held by the Leonard and Martha Brutocao 1987 Irrevocable Trust.
(49) In addition to 58,914 shares held by Mr. Sandifur all of which are being
registered for resale by him hereunder, includes 705,962 shares held by Western
United Life Assurance Company ("WULA") and 83,402 shares held by Summit
Securities, Inc. ("Summit"). Mr. Sandifur is the Vice President of WULA and the
controlling shareholder of WULA's parent company and is an authorized person of
Summit and the controlling shareholder of Summit's parent company and as a
result has shared voting and dispositive power over shares held by these
entities. Summit is under common ownership with WULA and is the parent company
of Metropolitan Investment Securities, Inc., which is a registered
broker-dealer. Like other Additional Selling Shareholders, Mr. Sandifur, WULA
and Summit received their shares as part of the pro-rata distribution by the
Koyah Partnerships to all of their partners. WULA and Summit are also listed as
selling stockholders in prospectus supplement no. 1 and the 705,962 shares held
by WULA all of which were registered for resale by it thereunder and the 83,402
shares held by Summit all of which were registered for resale by it thereunder
are also listed in prospectus supplement no. 1 for these entities.
The date of this prospectus supplement is December 12, 2003.