<PAGE> 1
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) December 20, 1995
Commission File No 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.)
1895 EAST FRANCISCO BLVD., SAN RAFAEL, CA 94901
(Address of principal executive offices) (Zip code)
(415) 257-3000
(Registrant's telephone number including area code)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 20, 1995, the Company terminated Coopers & Lybrand LLP as
independent auditors for the Company. Coopers & Lybrand provided the Company
with a letter dated November 1, 1995 which explained that because of
independence concerns arising from the recent hiring by the Company of a new
employee who had a family relationship to a member of Coopers & Lybrand's San
Francisco office, it was transferring responsibility for the audit of the
Company from the San Francisco office to the Portland office. Coopers &
Lybrand's reports on the consolidated financial statements of the Company as of
and for the fiscal years ended June 30, 1994 and 1995 did not contain an adverse
opinion or a disclaimer of opinion and the reports were not qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to change accountants was approved by the Company's Board of Directors. During
the Company's two most recent fiscal years (June 30, 1994 and 1995) and
subsequent interim period (through December 20, 1995), there have been no
disagreements with Coopers & Lybrand on any matter of accounting principles or
practice, financial statement disclosure, or auditing scope or procedure, which,
if not resolved to the satisfaction of Coopers & Lybrand, would have caused
Coopers & Lybrand to make a reference to the subject matter of the disagreement
in connection with its report. During the Company's two most recent fiscal years
(June 30, 1994 and 1995) and subsequent interim period (through December 20,
1995), there did not occur any kind of event listed in paragraphs (a)(1)(v)(A)
through (D) of Regulation S-K, Item 304.
Effective December 20, 1995, the Company engaged Deloitte & Touche LLP as
independent auditors to audit the Company's financial statements for the fiscal
year ended June 30, 1996. During the Company's two most recent fiscal years
(1994 and 1995) and subsequent interim period (through December 20, 1995),
neither the Company nor any person acting on behalf of the Company consulted
Deloitte & Touche regarding (i) either: the application of accounting principles
to a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph (a)(1)(iv) of Regulation S-K, Item 304 and the related instructions)
or a reportable event (as described in paragraph (a)(1)(v) of Regulation S-K,
Item 304).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A copy of the letter addressed to the Securities and Exchange Commission
furnished by Coopers & Lybrand LLP, dated December 27, 1995, is filed as Exhibit
16.2 to this report on Form 8-K in accordance with subparagraph (a)(3) of Item
304 of Regulation S-K.
2
<PAGE> 3
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 thereunto duly authorized.
DATE: December 27, 1995 INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
By: /s/ MARTIN SACKS
----------------
Martin Sacks
President & Chief Executive Officer
(Principal Executive Officer)
By: /s/ MARK H. COSMEZ II
---------------------
Mark H. Cosmez II
V.P. Finance & Chief Financial Officer
(Principal Financial Officer)
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER NO.
- ------- ----
<S> <C> <C>
16.2 Letter regarding Change in Certifying Accountant 5
</TABLE>
4
<PAGE> 1
EXHIBIT 16.2
December 27, 1995
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by International Microcomputer Software, Inc
(copy attached), which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
December , 1995. We agree with the statements concerning our firm in such Form
8-K.
Very truly yours,
/s/ COOPERS AND LYBRAND L.L.P.
-------------------------------
5
