-----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, RJrVDHl4EDQ3paJaG732ZoSvIHO2pQVBCViSKYJ9ijhyQMuGNjxEChc1fSkRo8lI xnlJphDraF+yWyCJVWQbUw== 0001144204-03-002187.txt : 20030508 0001144204-03-002187.hdr.sgml : 20030508 20030507184208 ACCESSION NUMBER: 0001144204-03-002187 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030508 EFFECTIVENESS DATE: 20030508 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105073 FILM NUMBER: 03687042 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 S-8 1 doc1.txt As filed with the Securities and Exchange Commission on May 6, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 94-2862863 (State of incorporation) (I.R.S. Employer Identification No.) 75 ROWLAND WAY NOVATO, CA 94945 (Address of principal executive offices) ----------------------- 1993 EMPLOYEE INCENTIVE PLAN COMMON STOCK PURCHASE WARRANTS (Full titles of the Plans) ----------------------- Martin Wade Chief Executive Officer INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. 75 ROWLAND WAY NOVATO, CA 94945 (415) 878-4000 (Name, address and telephone number, including area code, of agent for service) ----------------------- Page 1 of [] Pages Exhibit Index on Page [] (Calculation of Registration Fee on following page) 1
-------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- - ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE PRICE - ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Common Stock, $0.0001 6,400,413 $7.00(2) $4,596,552 $423 par value - ------------------------- ----------------------- ----------------------- ----------------------- -----------------------
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan and warrants registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Stock Options and Warrants previously granted and registered as part of this filing, range in price from $0.20 to $10.19. Proposed maximum price for ungranted stock options estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the registration fee, based upon the average of the bid and ask prices reported on the Nasdaq OTC Bulletin Board for Registrant's Common Stock on April 17, 2003. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (Commission File No. 000-15949). (b) All other reports filed by IMSI pursuant to Section 13(a) or 15(d) of the Exchange Act since June 30, 2002. (c) The description of IMSI's common stock, contained in IMSI's registration statements filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating any such description. (d) All documents filed by IMSI pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Bylaws reduce the liability of a director to the corporation or its shareholders for monetary damages for breaches of his or her fiduciary duty of care to the fullest extent permissible under California law. The Bylaws of the Registrant further provide for indemnification of corporate agents to the maximum extent permitted by the California General Corporation Law. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 3 Item 8. EXHIBITS. Exhibit Number ------ 5.1 Opinion of Niesar & Diamond LLP 23.1 Consent of Independent Auditors 23.2 Consent of Niesar & Diamond LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see page 5). SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant, International Microcomputer Software, Inc., a corporation organized and existing under the laws of the State of California, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Novato, State of California, on May 6, 2003. International Microcomputer Software, Inc. By: /s/ Martin Wade III ------------------ Martin Wade III Chief Executive Officer 4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Wade III as his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that the said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Martin Wade III Chief Executive Officer (Principal Executive Officer), May 6, 2003 - ---------------------- Director Martin Wade III /s/ William Bush Chief Financial Officer (Principal Financial Officer, May 6, 2003 - ---------------------- Principal Accounting Officer) William Bush /s/ Bruce Galloway Director May 6, 2003 - ---------------------- Bruce Galloway /s/ Evan Binn Director May 6, 2003 - ---------------------- Evan Binn /s/ Robert Falcone Director May 6, 2003 - ---------------------- Robert Falcone /s/ Richard Berman Director May 6, 2003 - ---------------------- Richard Berman /s/ Robert Mayer Director May 6, 2003 - ---------------------- Robert Mayer /s/ Donald Perlyn Director May 6, 2003 - ---------------------- Donald Perlyn
5 INDEX TO EXHIBITS Exhibit Number ------ 5.1 Opinion of Niesar & Diamond LLP 23.1 Consent of Independent Auditors 23.2 Consent of Niesar & Diamond LLP (included in Exhibit 5.1) 24.1 Power of Attorney (see page []) 6 EX-5.1 3 doc3.txt EXHIBIT 5.1 May 6, 2003 International Microcomputer Software, Inc. 95 Rowland Way Novato, CA 94949 Re: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") executed by International Microcomputer Software, Inc. (the "Company") and to be filed with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of a total of 6,400,413 shares of the Company's Common Stock (the "Shares") reserved for issuance under the Company's 1993 Employee Incentive Plan, and upon the exercise of certain Common Stock Purchase warrants issued by the Company and which come within the definition of "employee benefit plan" contained in Regulation C under the Securities Act. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that the Shares, when issued and sold in the manner described in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. We express no opinion as to matters governed by any laws other than the laws of the State of California, the General Corporation Law of the State of California and the federal securities laws of the United States of America. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and in any amendment to it. Very truly yours, /s/ Niesar & Diamond LLP NIESAR & DIAMOND LLP 7 EX-23.1 4 doc2.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated October 9, 2002, accompanying the consolidated financial statements included in the Annual Report of International Microcomputer Software, Inc. on Form 10-KSB for the year ended June 30, 2002. We hereby consent to the incorporation by reference of said report in the Registration Statement of International Microcomputer Software Inc. on Form S-8. San Francisco, CA May 2, 2003 8 -----END PRIVACY-ENHANCED MESSAGE-----