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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