-----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, B2r9T3w4MkaQ4wZahaEjLynRZL8ccLDkWPsHNM1juEjawGSm9S/t6mW7CD+BZ5qS ANeagXa2V6wBtIXEU90hYg== 0000950116-03-004326.txt : 20031106 0000950116-03-004326.hdr.sgml : 20031106 20031106152444 ACCESSION NUMBER: 0000950116-03-004326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031106 GROUP MEMBERS: CAPITAL VENTURES INTERNATIONAL GROUP MEMBERS: HEIGHTS CAPITAL MANAGEMENT, INC. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39723 FILM NUMBER: 03982230 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 401 CITY LINE AVENUE, SUITE 220 STREET 2: C/O BALA INTERNATIONAL INC CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106172700 MAIL ADDRESS: STREET 1: 1900 MARKET ST STREET 2: C/O ARBIT INC CITY: PDELPHIA STATE: PA ZIP: 19102 SC 13D/A 1 sc13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)(1) International Microcomputer Software, Inc. ------------------------------------------ (Name of Issuer) Common Stock, no par value per share ------------------------------------ (Title of Class of Securities) 459862 30 6 ----------- (CUSIP Number) Todd Silverberg, Esq. Heights Capital Management, Inc. 401 City Avenue, Suite 220 Bala Cynwyd, PA 19004 (610) 617-2600 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 5, 2003 ---------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 459862 30 6 13D Page 2 of 5 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Ventures International ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ----------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,422,500 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,422,500** REPORTING ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,422,500 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,422,500** ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,422,500 ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% *** ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares. CUSIP No. 459862 30 6 13D Page 3 of 5 Pages *** Based upon the information contained in the Company's Annual Report on Form 10-KSB filed on September 25, 2003, the number of shares of common stock outstanding is 23,173,253. 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Heights Capital Management, Inc. ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,422,500** REPORTING ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,422,500** ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,422,500 ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% *** ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 459862 30 6 13D Page 4 of 5 Pages ** Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares. *** Based upon the information contained in the Company's Annual Report on Form 10-KSB filed on September 25, 2003, the number of shares of common stock outstanding is 23,173,253. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 to Statement of Reporting Persons (as defined below) Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. This Statement constitutes Amendment No. 1 ("Amendment No. 1") to the Statement on Schedule 13D filed by Capital Ventures International ("CVI") and Heights Capital Management, Inc. ("Heights" and, together with CVI, the "Reporting Persons") on March 13, 2000 (the "Statement") with respect to the common stock, no par value per share (the "Common Stock"), of International Microcomputer Software, Inc. (the "Company"). This Amendment No. 1 is being filed voluntarily to report the information contained herein. In addition, because the shares of Common Stock beneficially owned by the Reporting Persons were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Company and were not acquired and are not held in connection with or as a participant in any transactions having such purpose or effect, any future changes in beneficial ownership will be reported on a Schedule 13G rather than on this Schedule 13D. Item 5 of the Statement is hereby amended and supplemented by the addition of the following at the end thereof: Item 5. Interest in Securities of the Issuer. On September 5, 2000, CVI's right to purchase the Optional Shares expired unexercised. Between February 14, 2002 and March 7, 2002, CVI sold in open market transactions an aggregate of 77,500 shares of Common Stock at per share prices (net of brokerage commissions) of between $.49 and $.52. Such sales resulted in the receipt by CVI of aggregate net proceeds of approximately $38,287. Issuances of Common Stock by the Company subsequent to the filing of the Statement, including 9,000,000 shares issued in connection with the termination of a merger involving the Company and a third party, have resulted in the Company's outstanding shares of Common Stock increasing from 9,086,722 shares as of March 2, 2000 to 23,173,253 shares as of September 22, 2003. This increase to the number of shares of Common Stock outstanding together with the sales of the shares of Common Stock described above have reduced the beneficial ownership percentages of the Reporting Persons from 27.5% to 10.5% Except as described above, neither Reporting Person has effected any transactions in the Common Stock, including during the past sixty (60) days. CUSIP No. 459862 30 6 13D Page 5 of 5 Pages Item 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 5, 2003 CAPITAL VENTURES INTERNATIONAL By: Heights Capital Management, Inc., pursuant to a Limited Power of Attorney, a copy of which was filed as Exhibit E to the original Schedule 13D and which is hereby incorporated by reference By: /s/ Todd Silverberg ------------------------------ Todd Silverberg, General Counsel and Secretary HEIGHTS CAPITAL MANAGEMENT, INC. By: /s/ Todd Silverberg ------------------------------------ Todd Silverberg, General Counsel and Secretary EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to shares of Common Stock of International Microcomputer Software, Inc., dated March 2, 2000, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934. Date: March 13, 2000 CAPITAL VENTURES INTERNATIONAL By: Heights Capital Management, Inc., pursuant to a Limited Power of Attorney, a copy of which was filed as Exhibit E to the original Schedule 13D and which is hereby incorporated by reference By: /s/ Michael Spolan ------------------------------ Michael Spolan, General Counsel and Secretary Date: March 13, 2000 HEIGHTS CAPITAL MANAGEMENT, INC. By: /s/ Michael Spolan ------------------------------------ Michael Spolan, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----