Unassociated Document
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) July 1, 2005
Commission
File Number 000-15949
INTERNATIONAL
MICROCOMPUTER SOFTWARE, INC.
(Exact
name of registrant as specified in its charter)
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California
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94-2862863
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer identification No.)
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100
Rowland Way, Suite 300,
Novato, CA
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94945
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(Address
of principal executive
offices)
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(Zip
code)
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(415)
878-4000
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(Registrant's
telephone number including
area code)
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Item
2.01 Completion of Acquisition or Disposition of Assets
On
July
1, 2005, International Microcomputer Software, Inc. (the “Company”) sold 100% of
the issued and outstanding capital stock of Allume, Inc. to Smith Micro
Software, Inc. for $11 million cash and 397,547 unregistered shares of its
common stock, having a market value (based on a ten day trading average) of
$1,750,000. A portion of the purchase price, including $1,250,000 cash and
shares of common stock having a market value of $750,000 are deposited in an
indemnity escrow to secure certain representations and warranties included
in
the Stock Purchase Agreement attached hereto as Exhibit 2.2.
As
part
of the transaction, Smith Micro Software, Inc. has agreed to file a registration
statement covering the unregistered shares which were consideration in the
transaction with the Securities and Exchange Commission within 90 days of the
filing of Smith Micro Software, Inc’s 8K.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by the Stock Purchase Agreement attached as Exhibit 2.2.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
| Exhibit |
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| Number |
Exhibit Title or Description |
| |
|
| 2.2 |
Stock Purchase Agreement between
International Microcomputer Software, Inc., (the “Seller”) and Smith Micro
Software, Inc. |
| |
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| 99.2 |
Press Release issued July 5, 2005.
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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.
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INTERNATIONAL
MICROCOMPUTER SOFTWARE, INC. |
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| Date: July
8, 2005 |
By: |
/s/ MARTIN
WADE, III |
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Name:
Martin Wade, III |
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Title :
Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit |
|
| Number |
Exhibit Title or Description |
| |
|
| 2.2 |
Stock Purchase Agreement between
International Microcomputer Software, Inc., (the “Seller”) and Smith Micro
Software, Inc. |
| |
|
| 99.2 |
Press Release issued July 5, 2005.
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|
**
The
exhibits to the Stock Purchase Agreement are not being filed herewith. The
Stock
Purchase Agreement filed herewith briefly describes the contents of each exhibit
to the Stock Purchase Agreement. The Registrant undertakes to furnish
supplementally a copy of any omitted exhibit to the Commission upon request.
Set
forth below is a list of the omitted exhibits:
A Form
of
Escrow Agreement
B Form
of
Registration Rights Agreement
C Purchaser’s
Opinion of Counsel
D SMSI
Opinion of Counsel
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 9.01. Financial Statements and Exhibits" 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.