-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AG/LsFFuG/XVdkEfTZqrlCv3XXSyuQ1Q0ZKJmHtuUIj8wQShJqJT6W9Qgdy6ZCcZ W9rKrJ/1T0IzvRYE1HjpRQ== 0001144204-03-002110.txt : 20030502 0001144204-03-002110.hdr.sgml : 20030502 20030501175140 ACCESSION NUMBER: 0001144204-03-002110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Other events FILED AS OF DATE: 20030502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MICROCOMPUTER SOFTWARE INC /CA/ CENTRAL INDEX KEY: 0000814929 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942862863 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15949 FILM NUMBER: 03677820 BUSINESS ADDRESS: STREET 1: 75 ROWLAND WAY CITY: NOVATO STATE: CA ZIP: 94945 BUSINESS PHONE: 4158784000 MAIL ADDRESS: STREET 1: 75 ROWLAND WAY CITY: NOAVTAO STATE: CA ZIP: 94945 8-K 1 doc1.txt 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) April 30, 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 identification No.) incorporation or organization) 75 Rowland Way, Novato, CA 94945 (Address of principal executive offices) (Zip code) (415) 878-4000 (Registrant's telephone number including area code) Item 5. Other Events ____________________________________________ International Microcomputer Software, Inc. ("IMSI") announced on May 1, 2003 that all litigation relating to a July 2001 settlement agreement the Company and its wholly owned subsidiary ArtToday.com, Inc. had originally entered into with Imageline, Inc. ('Imageline") and its president, George Riddick ("Riddick") has now been restructured and fully and finally resolved. Under the terms of the restructured settlement agreement, IMSI agreed to the following: - - An immediate payment of $621,750 - - A promissory note for $178,250 plus simple interest of 10% per annum due on or before April 18, 2004 - - Licensing and republishing rights to certain intellectual property - - The issuance of 600,000 fully vested three year warrants with a strike price of $0.46 per share to purchase the Company's common stock In return, the restructured settlement ends all litigation among the parties, eliminates an existing judgment against IMSI, and removes a lien on certain of IMSI's assets. The licenses granted in this settlement agreement will not negatively affect IMSI's ongoing operations and will allow the Company to end an expensive and time consuming legal dispute. As a result of this settlement, and, as will be disclosed in the notes to its March 31, 2003 financial statements, IMSI will recognize an additional non-operating charge of approximately $380,000 in its financial statements for the quarter ended June 30, 2003. The July 2001 settlement agreement was a settlement of a $2.6 million arbitration award in favor of Imageline against IMSI for intellectual property violations and attorney's fees. The award consisted of $1.2 million in actual damages, $1.2 in punitive damages and $0.2 million in attorneys' fees. The July 2001 settlement agreement called for the following; - - Dismissal of any further appeals of the award - - Cash payments to Imageline over a 12 year period, starting October 2001 and having a then present value of approximately $833,000 as follows: a) 12 monthly payments of $11,500 from October 5, 2001 to September 5, 2002 b) Four equal quarterly payments of $78,500 beginning on September 30, 2002 c) 132 monthly payments of $6,500 beginning October 5, 2002 - - Rights to royalties and inventories pertaining to the MasterClips line of products - - A percentage of any net recovery IMSI obtained from any indemnification claims IMSI had against third parties associated with the original circumstances leading to the arbitration award As a result of the July 2001 settlement, IMSI recognized a reduction in liabilities of $2 million in its June 30, 2001 financial statements. As of the date of this filing, IMSI had paid approximately $420,000 related to the July 2001 Settlement. No further payments will be made under the terms of July 2001 mutual settlement as it has been replaced by the current settlement. (a) Exhibits Press Release dated May 1, 2003 announcing settlement of Imageline dispute EX-99.1 3 doc2.txt News Release Company Contact: Pam Volpe International Microcomputer Software, Inc. 415.878.4025 E-mail: pvolpe@imsisoft.com IMSI SETTLES IMAGELINE LITIGATION NOVATO, CA, May 1, 2003-IMSI (OTC/BB: IMSI), announced today that it had fully and finally resolved all litigation with Imageline, Inc. and its president, George Riddick. The resolution was affected by a new settlement agreement under which IMSI agreed to make two cash payments, license certain intellectual property, and issue warrants to purchase the Company's common stock which are more fully described on a Form 8-K filed today. As a result of this settlement, IMSI will recognize an additional non-operating charge of approximately $380,000 in its financial statements for the period ended June 30, 2003. This final settlement eliminates an existing judgment against IMSI, removes a lien on certain of IMSI's assets and ends an expensive and time consuming legal dispute. "Our settlement with Imageline is the final legacy debt item that the Company had to resolve in its turn-around from losses incurred in 1999 and 2000. This marks the beginning of a new chapter in the history of IMSI," said IMSI CEO Martin Wade. "The Company will now be able to focus fully on capitalizing on our core strengths such as our visual design division which has just launched TurboCAD 9.0 and FloorPlan Design Suite 8.0, and the ArtToday.com network of web sites and domain names which deliver high quality graphic content online," added IMSI President, Gordon Landies. About IMSI Founded in 1982, IMSI has established a tradition of providing the professional hand home user with innovative technology and easy to use, high quality software products at affordable prices. The Company maintains three business divisions for Graphic Design, Visual Design and Business Applications and produces many popular software titles including TurboCAD , FloorPlan HiJaak , FormTool , and FlowCharts&More . IMSI also owns the subsidiary, ArtToday.com, Inc., the largest subscription-based graphics resource on the web with over 2,500,000 clipart images, animations, photos, fonts, and sounds. ArtToday.com also maintains a network of graphics related websites including Photos.com (www.photos.com), ClipArt.com (www.ClipArt.com) and Graphics.com (www.graphics.com). More information about IMSI can be found at www.imsisoft.com. IMSI and ArtToday are registered trademarks of International Microcomputer Software, Inc. and ArtToday, Inc, respectively. All other products are the trademarks or registered trademarks of their respective owners. 2003 International Microcomputers Software, Inc. All rights reserved. Safe Harbor Statement This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors including the ability of the Company to successfully commercialize its new technologies as well as risk factors set forth under "Factors Affecting Future Operating Results" in the Company's annual report on Form 10-K and such other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. # # # -----END PRIVACY-ENHANCED MESSAGE-----