-----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, DZ8Tlrt3x3LG7ErEIyENPhF9ClX0hJKXN8EI8eknGK0sNMI5GWux3uzZt5vR93Ke 5aOAhGGDkBfU5rJsyvUzdg== 0001144204-04-000553.txt : 20040123 0001144204-04-000553.hdr.sgml : 20040123 20040122212530 ACCESSION NUMBER: 0001144204-04-000553 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030123 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040123 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: 04539022 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 v01334_8k.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) JANUARY 21, 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 incorporation or organization) identification No.) 100 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 International Microcomputer Software, Inc ("IMSI") a leading developer of precision design, graphics, and business productivity software announced on January 21, 2004 that it had entered into a definitive agreement with Aladdin Systems Holding, Inc. to acquire its wholly owned subsidiary, Aladdin Systems, Inc. ("Aladdin"), a developer and publisher of utility software solutions in the areas of information access, removal, recovery, security and distribution of information and data for the Windows(R), Linux(R) and Macintosh(R) platforms. The proposed consideration is a combination of cash, stock and a convertible note with a value of approximately $8 million dollars and an earn-out that could result in an additional $2 million in payments during the next three years The total consideration was based upon an in depth analysis of Aladdin's current and projected business activity. Comparable companies and transactions were also considered in the determination of the total acquisition price. IMSI will rely on its available cash balance upon closing to honor the payment related to the cash component of this transaction. The transaction is expected to close in March 2004 and is subject to customary closing conditions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Description - ------- ----------- 99.1 Press Release announcing the proposed acquisition of Aladdin Systems, Inc. dated January 21, 2004 In accordance with the procedural guidance in SEC Release Nos. 33-8216 and 34-47583, the information in this Form 8-K and the Exhibit attached hereto is being furnished under "Item 7. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. Dated: January 22, 2004 By: /s/ MARTIN WADE, III --------------------------------------- Name: Martin Wade, III Title: Chief Executive Officer EX-99.1 3 v01334_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE ANNOUNCING THE PROPOSED ACQUISITION OF ALADDIN SYSTEMS, INC. DATED JANUARY 21, 2004
NEWS RELEASE COMPANY CONTACT: INVESTOR RELATIONS: - ---------------- ------------------- Bill Bush Richard Cooper/Rob Schatz International Microcomputer Software, Inc. Strategic Growth International, Inc. 415.878.4039 212.838.1444 E-mail: bbush@imsisoft.com E-mail: rcooper@sgi-ir.com
IMSI(R) ANNOUCES PLANS TO ACQUIRE ALADDIN SYSTEMS, INC. ADDS OVER $8 MILLION OF ANNUALIZED REVENUE NOVATO, CALIF., JANUARY 21, 2004 - IMSI(R) (OTC "BULLETIN BOARD": IMSI), a leading developer and publisher of precision design, graphics and business productivity software, today announced it had entered into a definitive agreement to acquire Aladdin Systems, Inc. ("Aladdin"), a wholly owned subsidiary of Aladdin Systems Holdings, Inc. (OTCBB: ALHI), for cash, stock and a convertible note with a combined value of approximately $8 million dollars and an earn-out that could result in an additional $2 million in payments during the next three years. Aladdin develops and publishes award-winning utility software solutions that solve problems and protect users in the areas of information access, removal, recovery, security and distribution of information and data for the Windows(R), Linux(R) and Macintosh(R) platforms. Aladdin's products, which include StuffIt(R), Internet Cleanup(TM), SPRING Cleaning(R), and SpamCatcher(TM), Ten for X(TM) utility line and other titles which are recognized around the world AND used by millions of people. Aladdin achieved revenues of over $7.4 million and operating income of over $870,000 for the year ended December 31, 2002. Aladdin is cash flow positive and will be accretive to earnings in IMSI's fiscal year ending June 30, 2004. The transaction is expected to close in March 2004 and is subject to customary closing conditions. "This acquisition is another example of our using the resources generated by our sale of ArtToday to significantly strengthen and broaden our product offerings in the expanding utilities market," said Gordon Landies, President of IMSI. "We expect a smooth integration with Aladdin as a result of common sales channels and product development strategies. Aladdin is a leader in the delivery of its products via electronic software download (ESD) technology and we expect to be able to leverage their direct marketing expertise to strengthen and expand our customer base. We are pleased to be joining forces with the Aladdin team and believe that they will help establish IMSI as a leader in the utilities market." "The acquisition of Aladdin is a key part of our strategy to strengthen our utilities and business application offerings," stated Martin Wade, CEO of IMSI. "This acquisition, in combination with our previous acquisitions and product launches, make IMSI a leader in providing a wide range of products and services to our growing community of users at competitive prices. With the synergies which exist between the two companies and Aladdin's demonstrated results and strong management team, we expect the acquisition to significantly enhance revenues and earnings over the coming years." "IMSI is a leader in the software industry and we expect to accelerate our growth by expanding our product offerings and customer base," stated Jonathan Kahn, CEO of Aladdin. "I look forward to joining forces with IMSI to continue to grow and strengthen our award winning software products." 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 maintains two business divisions. THE PRECISION DESIGN DIVISION, anchored by IMSI's flagship product, TurboCAD(R) and the recently acquired DesignCAD(TM) line, also develops and markets other visual content and design software such as FloorPlan(R) 3D. The division also includes several online properties focused on the sale of content and services to the architectural, engineering and construction market thru its stock house plans site at HousePlanGuys.com, its store CAD add-on store, Cadalog.com and the online CAD symbol site, CADsymbols.com. THE BUSINESS APPLICATIONS DIVISION provides businesses and end users with software solutions through its popular products 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 ALADDIN SYSTEMS, INC. Founded in 1988, Aladdin Systems, Inc, and Aladdin Systems Holdings, Inc., develop and publish award-winning software solutions for Windows, Macintosh, Linux, and Solaris. Aladdin provides everyday solutions that enable people and businesses to communicate and manage their ideas and information. Aladdin's software solutions empower users in the area of information access, removal, recovery, security, and distribution. Its products include StuffIt, Internet Cleanup, Spring Cleaning, and Easy Uninstall. Aladdin Systems is located at 245 Westridge Drive, Watsonville, CA 95076, USA. Telephone: 831-761-6200; Fax: 831-761-6206. Internet: http://www.aladdinsys.com or email: info@aladdinsys.com. Aladdin Press Room: http://www.aladdinsys.com/pressroom 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, 2003, 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-----