8-K

                                  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) August 25, 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               (I.R.S. Employer identification No.)
of 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 2.   Acquisition or Disposition of Assets.



On August 22, 2003, we entered into an agreement to purchase substantially all
the assets of CADKEY Corporation ("CADKEY") a Massachusetts corporation. There
is no prior material relationship between the parties. CADKEY owns the CADKEY
line of products and several smaller design programs.

The assets to be acquired assets are comprised of accounts receivable, equipment
and other tangible or fixed assets, such as computer hardware and software.
These assets were used by CADKEY in the ordinary course of business, and we do
not anticipate any significant change in use after acquisition.

The company expects this acquisition to be accretive to earnings in fiscal 2004

The purchase price was $2,500,000 and the assumption of CADKEY customer
obligations.

The sale of the assets is conditioned upon court approval pursuant to Section
363 of the U.S. Bankruptcy Code. CADKEY filed a voluntary petition under Chapter
11 of the Bankruptcy Code on August 22, 2003 in the U.S. Bankruptcy Court in
Worcester, Massachusetts. CADKEY will continue to manage its business operations
as "debtor in possession". CADKEY anticipates filing a motion in the Bankruptcy
Court in the next few days seeking approval of the sale to IMSI and requesting
the approval hearing be set no later than October 7, 2003. As required by the
Bankruptcy Code, CADKEY will also file a motion asking the Court to establish
bidding procedures in the event other parties also wish to submit offers to
purchase its assets. If no overbids are submitted, or if IMSI bids over any
other bids submitted, IMSI will complete the purchase of substantially all of
the CADKEY assets and assumption of customer obligations immediately after the
October hearing.




(a)      Exhibits

         o        Press Release dated August 25, 2003 announcing the acquisition
                  of CADKEY.


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EX-99.1

                                                                   NEWS RELEASE

COMPANY CONTACT:                                              PUBLIC RELATIONS:
Pam Volpe                                                      Victoria Rierdan
International Microcomputer Software, Inc.             Helicon Public Relations
415.878.4025                                                       310-993-1840
E-mail: pvolpe@imsisoft.com                      E-mail: Victoria@heliconpr.com

                     IMSI SIGNS AGREEMENT TO ACQUIRE CADKEY

         Complete line of CADKEY mechanical computer-aided design products to be
added to the IMSI Precision Design Division

NOVATO, Calif., August 25, 2003 - IMSI(R) (OTC "Bulletin Board": IMSI), a
leading developer of precision design software, announced today that it has
signed an agreement to acquire substantially all of the assets of CADKEY
Corporation, the Marlborough, Massachusetts-based software developer of the
popular CADKEY mechanical CAD product line. The assets to be acquired, including
the robust CADKEY line of products, will be purchased for $2,500,000 in cash,
and IMSI's assumption of customer obligations. Once the purchase is completed,
the company expects the acquisition to be accretive to earnings in its fiscal
year ending June 30, 2004.

"We believe this will be exciting news for CADKEY customers" stated Martin Wade,
IMSI CEO. "CADKEY has long been known as an excellent brand in the professional
mechanical CAD arena and we look forward to reenergizing the product line to
take it to the next level, fueling revenue growth and profits at IMSI."

"The CADKEY mechanical design products are a perfect fit for IMSI, complementing
our TurboCAD(R) line of products," said GordoN Landies, IMSI President. "CADKEY
has more than 15 years of proven customer success with their proprietary
technology in the mechanical design industry. We look forward to adding these
products to our existing Precision Design Division and introducing them to IMSI
customers."

We believe that this is a positive move and are confident that the sale process
will result in ongoing product releases for CADKEY customers," stated Robert
Bean, President and CEO of CADKEY. "IMSI is a market leader in the CAD industry
and will be able to expand our customer base through further capital investment.
The CADKEY product complements IMSI's product offerings and expands their
position in the mechanical design market. I look forward to working with IMSI's
management in the coming weeks to co-ordinate product strategy and operations to
ensure a successful customer and product transition".


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The sale of the assets is conditioned upon court approval pursuant to Section
363 of the U.S. Bankruptcy Code. CADKEY filed a voluntary petition under Chapter
11 of the Bankruptcy Code on August 22, 2003 in the U.S. Bankruptcy Court in
Worcester, Massachusetts. CADKEY will continue to manage its business operations
as "debtor in possession". CADKEY anticipates filing a motion in the Bankruptcy
Court in the next few days seeking approval of the sale to IMSI and requesting
the approval hearing be set no later than October 7, 2003. As required by the
Bankruptcy Code, CADKEY will also file a motion asking the Court to establish
bidding procedures in the event other parties also wish to submit offers to
purchase its assets. If no overbids are submitted, or if IMSI bids over any
other bids submitted, IMSI will complete the purchase of substantially all of
the CADKEY assets and assumption of customer obligations immediately after the
October hearing.

About IMSI
Founded in 1982, IMSI has established a tradition of providing the professional
and home user with innovative technology and easy-to-use, high-quality software
products at affordable prices. The company has two business divisions. The
Precision Design division is anchored by IMSI's flagship product, TurboCAD(R),
and it also develops and markets other precision content and design software
such as FloorPlan 3D and DesignCAD. The Business Applications division provides
business and home software users with popular solutions such as TurboProject(R),
FormTool(R), FlowCharts&More(TM), HiJaak(R) and TurboTyping(TM). This division
also provides ERGONOMIC and keyboard training to Fortune 1000 companies for
worker-related safety, productivity, and ergonomic compliance improvements
through Keynomics, a wholly owned subsidiary of IMSI. More information about
IMSI can be found at www.imsisoft.com.

About CADKEY Corporation

CADKEY Corporation, founded in 1989, is a privately held corporation employing
26 and generating approximately $4 million in annual sales. The company is a
well-recognized CAD/CAM company headquartered in the Boston area that develops
and markets the CADKEY(R) product line used by design and manufacturing
professionals worldwide. The award-winning CADKEY website offers training
materials and movies, and best-in-class e-Partner CAD/CAM enhancement products
for engineers at http://www.cadkey.com. Dedicated to serving mechanical and
manufacturing engineers, CADKEY Corporation's software development efforts focus
on innovative freeform geometry-based modeling products. With over 295,000
copies shipped worldwide, CADKEY Corporation's time-proven products are among
the most widely used in the global marketplace in more than 40 countries.


IMSI is a registered trademarks of International Microcomputer Software, Inc.
All other products are the trademarks or registered trademarks of their
respective owners.


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 (C) 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, Section 21E of the Securities
Exchange Act of 1934, and within the meaning of the Private Securities
Litigation Reform Act of 1995. 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-KSB for the year
ended June 30, 2002, 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.

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