8-K

                       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): March 5, 2001


                           IWERKS ENTERTAINMENT, INC.
               (Exact Name of Registrant as Specified in Charter)

      Delaware                        0-22558                    95-4439361
   (State or Other           (Commission File Number)           (IRS Employer
   Jurisdiction of                                             Identification
   Incorporation)                                                  Number)

                            4520 West Valerio Street
                         Burbank, California 91505-1045
               (Address of Principal Executive Offices) (Zip Code)

                                 (818) 841-7766
              (Registrant's telephone number, including area code)






     ITEM 5. OTHER EVENTS

     Reference is made to the press release of Registrant, issued on March 5,
2001, which contains information meeting the requirements of this Item 5, and
which is incorporated herein by this reference. A copy of this press release is
attached to this Form 8-K as Exhibit 99.1.

     ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

          (c)  EXHIBITS.
               The following exhibit is filed with the report on Form 8-K:

               Exhibit 99.1. Press Release of Registrant dated March 5, 2001.


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     SIGNATURES


     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.


March 6, 2001                               IWERKS ENTERTAINMENT, INC



                                            By:  /S/ DON IWERKS
                                                -------------------------------
                                                   Don Iwerks
                                                   Chairman


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EX-99.1

                                                                   EXHIBIT 99.1

For More Information:

IWERKS ENTERTAINMENT, INC.
4520 West Valerio Street
Burbank, California 91505-1045
(818) 841-7766

CONTACT:   Jeff Dahl
           Chief Financial Officer

IWERKS ENTERTAINMENT INC. AND SIMEX INC. ANNOUNCE EXECUTION OF LETTER OF INTENT
FOR STRATEGIC ACQUISITION

BURBANK, Calif. & TORONTO - March 5, 2001 - Iwerks Entertainment Inc. (OTCBB:
IWRK), a leading provider of special venue entertainment theaters, and SimEx
Inc., a dominant player in the special venue entertainment market, announced
that both companies have signed a non-binding letter of intent for SimEx to
acquire Iwerks Entertainment.

The letter of intent provides that SimEx will acquire Iwerks in exchange for US
$0.63 per share of common stock currently issued and outstanding. The
transaction is subject to due diligence, financing, the execution of a binding
transaction documents, shareholder approval and other customary closing
conditions.

If the two companies combine, it is expected that Iwerks will retain its brand
name and identity and will continue operations in Burbank, Calif., under the
existing Iwerks management team.

"The combined companies can serve a wider segment of the market," said Michael
Needham, SimEx CEO. "Together, we can meet the objective of becoming a worldwide
dominant player in the special venue attraction market. In addition, the
combined companies and our valued customers will be able to take advantage of
greater cost efficiencies in terms of service and support, film production, film
distribution, manufacturing and world-wide marketing."

"I am extremely excited about the synergy of the combined resources of SimEx and
Iwerks," said Don Iwerks, chairman of Iwerks Entertainment. "The merger will
solidify our combined presence in the Special Venue market providing the very
best of hardware and film content. Iwerks' interim CEO Gary Matus, whose
background includes successful merger and acquisition experience, has been
instrumental in this proposed strategic acquisition. Gary's record of
accomplishments, and clear strategic vision, will be a tremendous asset to
combined companies. With an Iwerks/SimEx combined network of nearly 120
simulation theatres and a network of 250 Large Format theatres worldwide, the
demand for new films continues to grow. Following a combination of the two
companies, Iwerks will work closely with SimEx


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Digital Studios, headquartered in Santa Monica, California, to accelerate film
production and fuel the ongoing creation of world class content for our combined
network of theatres."

Iwerks Entertainment Inc., founded in 1986, is the number one provider of 8/70
Large Format Theater systems worldwide and the industry leader in ride
simulation. Iwerks' technologies include Giant Screen (Iwerks(R) Extreme
Screen(TM)), ride simulation (Iwerks(R) TurboRide(TM)), turnkey 3D/4D theatres
(Iwerks(R) 3D/4D FX Theatre(TM)) and other specialty attractions.

Iwerks has nearly 200 installations in 38 countries worldwide at entertainment
centers, amusement parks, movie theatres, museums, science centers, shopping
centers, casinos, resorts, nightclubs, restaurants and more.

Iwerks has received two Academy Awards for Scientific and Technical Achievement:
in 1998, Don Iwerks received an Oscar(R), the coveted Gordon E. Sawyer Award; in
1999, Ron Schmidt received an Academy Award(R) Plaque in recognition of the
Iwerks patented Linear Loop(R) Projection system. Visit www.iwerks.com for more
information.

SimEx builds turnkey special venue attractions that feature film or digital
projection, simulation technology and themed environments. With corporate
offices in Toronto, SimEx has film production studios in Los Angeles, Toronto
and Vancouver, and international sales and service offices in Tokyo and London.

In 1984, SimEx created the world's first simulation attraction, Tour of the
Universe(TM) at the CN Tower, Toronto. Today, SimEx attractions can be found
worldwide in theme parks, science centers, museums, shopping centers, family
entertainment centers, location based entertainment centers and world expos.
Recent clients include Universal Studios; Busch Entertainment Corporation;
Volkswagen AG; Ogden Entertainment Corporation; National Museum of Science &
Technology, London, UK; the Royal Saudi Air Force Museum and the Osaka Maritime
Museum.

SimEx attractions are offered in 2D, 3D and 4D and are multi-stage and
multi-programmable. For more information, visit the company website at
http://www.simex.ca/.

This release contains statements that constitute "forward-looking statements."
The stockholders of Iwerks are cautioned not to put undue reliance on such
forward-looking statements. Such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties. Actual results may
differ materially from those projected in this release resulting from the
following reasons (among others): as to the contemplated transaction with SimEx,
completion of due diligence, obtaining financing for the transaction, executing
transaction documents, shareholder approval of the transaction; and as to
Iwerks, the impact of the economic conditions in the Asia Pacific region and
South America, the performance by the company under existing purchase contracts
and the ability to obtain new contracts, the success of the company's owned and
operating strategy, the success of the company's film software, the effects of
competition general economic conditions and other factors disclosed in the
Company's filings with the Securities and Exchange Commission.


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