UNITED STATES
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) JANUARY 21, 2003
Commission File Number 0-15949
INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2862863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
100 ROWLAND WAY, NOVATO, CA 94945
(Address of principal executive offices) (Zip code)
(415) 878-4000
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(Registrant's telephone number including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
International Microcomputer Software, Inc ("IMSI") a leading developer of
precision design, graphics, and business productivity software announced on
January 21, 2004 that it had entered into a definitive agreement with Aladdin
Systems Holding, Inc. to acquire its wholly owned subsidiary, Aladdin Systems,
Inc. ("Aladdin"), a developer and publisher of utility software solutions in the
areas of information access, removal, recovery, security and distribution of
information and data for the Windows(R), Linux(R) and Macintosh(R) platforms.
The proposed consideration is a combination of cash, stock and a convertible
note with a value of approximately $8 million dollars and an earn-out that could
result in an additional $2 million in payments during the next three years
The total consideration was based upon an in depth analysis of Aladdin's current
and projected business activity. Comparable companies and transactions were also
considered in the determination of the total acquisition price.
IMSI will rely on its available cash balance upon closing to honor the payment
related to the cash component of this transaction.
The transaction is expected to close in March 2004 and is subject to customary
closing conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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99.1 Press Release announcing the proposed acquisition of Aladdin Systems,
Inc. dated January 21, 2004
In accordance with the procedural guidance in SEC Release Nos. 33-8216 and
34-47583, the information in this Form 8-K and the Exhibit attached hereto is
being furnished under "Item 7. Regulation FD Disclosure" rather than under "Item
12. Disclosure of Results of Operations and Financial Condition." The
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
SIGNATURE
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 hereunto duly authorized.
INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
Dated: January 22, 2004 By: /s/ MARTIN WADE, III
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Name: Martin Wade, III
Title: Chief Executive Officer