<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Fiscal Year ended June 30, 1998
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act of
1934 for the Transition Period from _____ to _____
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 (I.R.S. Employer
of incorporation) Identification No.)
1895 FRANCISCO BLVD. EAST, SAN RAFAEL, CALIFORNIA 94901
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (415) 257-3000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: common
stock, no par value
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in the definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.[ ]
The aggregate market value of the voting stock of the registrant by
non-affiliates of the registrant as of September 18, 1998 was
approximately $38,758,000.
As of September 18,1998, 5,688,771 Shares of Registrant's common stock,
no par value, were outstanding.
1
<PAGE> 2
DESCRIPTION OF AMENDMENT
Part III of the Form 10-K filed by the Registrant on September 28, 1998, is
hereby amended to include the information incorporated by reference. The
Company's definitive proxy statement will not be filed within 120 days after
the end of the fiscal year covering this Annual Report on Form 10-K, and as a
result, the information required to be included in Part III, is provided
pursuant to the enclosed Amendment.
<PAGE> 3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The following table sets forth certain information regarding the executive
officers, key employees and directors of the Company as of June 30, 1998:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Martin Sacks..................... 38 President, Chief Executive Officer and Director
Geoffrey B. Koblick.............. 44 Chief Operating Officer, Secretary, General Counsel
and Chairman of the Board of Directors
Robert Mayer..................... 44 Vice President of International Sales and Director
Kenneth R. Fineman............... 38 Vice President of Finance and Chief Financial Officer
M.W. Mantle...................... 49 Vice President of Research and Development and
Chief Technical Officer
John McCrea...................... 40 Vice President of Marketing
Martin Shapiro................... 42 Vice President of North American Sales
Susan Tobes...................... 37 Chief Information Officer
Steve Lee........................ 35 Vice President of Business Development
John Mann........................ 46 Vice President of Operations
Charles Federman(1)(2)........... 41 Director
Earl S. Hamlin(1)(2)............. 59 Director
Gordon K. Landies(1)(2).......... 42 Director
</TABLE>
______________
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Directors are elected at each annual meeting of shareholders and hold office
until the next annual meeting and until their successors are elected and
qualified. Officers serve at the pleasure of the Board of Directors (the
"Board").
MR. SACKS has been a director of the Company since 1988 and the Company's
President and Chief Executive Officer since June 30, 1990. In 1983, he founded
Milan Systems America, Inc., which was acquired by the Company in 1988. Mr.
Sacks served as a consultant for Arthur Young & Company from 1979 to 1983. Mr.
Sacks also founded a software training company in 1984. He received a Bachelor
of Commerce and a Bachelor of Accounting degree from the University of
Witwatersrand, South Africa in 1981.
MR. KOBLICK has been the Company's Chairman of the Board of Directors, Secretary
and General Counsel since its inception. He also served as the Company's
President from its inception through September 15, 1987 and then again from July
1, 1988 to June 30, 1990. From 1981 to 1982, Mr. Koblick was legal counsel at
MicroPro International Corporation (which later changed its name to WordStar
International Incorporated). Between 1979 and 1981, he practiced law in San
Francisco with Gunheim and Yturbide. Mr. Koblick received his Bachelor of Arts
in Economics from the University of California at Berkeley in 1976 and his law
degree from the University of California at San Francisco in 1979.
<PAGE> 4
MR. MAYER has been the Company's Vice President of International Sales since
March 1992 and a director since 1985. Prior to 1990, he served as Vice
President of Operations. Before joining the Company, Mr. Mayer worked at
Gundlach Bundschu Winery in Sonoma, California from 1980 to 1983, where he was
the assistant wine maker and oversaw day-to-day operations. Mr. Mayer received
a Bachelor of Arts in Biology from the University of California in 1976, as
well as a Bachelor of Science and Master of Science in Fisheries Biology in
1977 and 1979, respectively, from the University of Washington.
Mr. FINEMAN has been the Company's Vice President of Finance and Chief
Financial Officer since September 1996. From 1992 to 1995, Mr. Fineman was
President and Chief Executive Officer of ActivCard Networks, Inc., where he
founded the North American subsidiary of a European interactive technology
company. Prior to joining ActivCard Networks, Inc., Mr. Fineman co-founded a
subsidiary of Wasserstein Perella and Company where he executed asset-based
mergers, acquisitions and related financings. Additionally, he has held
positions at Bankers Trust Company and Arthur Andersen & Co. Mr. Fineman
received a Bachelor of Science in accounting and finance from the University of
California at Berkeley in 1981 and an MBA from Harvard Business School in 1986.
MR. MANTLE has been the Company's Vice President of Research and Development
and Chief Technical Officer since November 1997. Prior to joining the Company,
Mr. Mantle had served as Vice President of Engineering and Chief Technical
Officer at Broderbund Software Inc., a Delaware company, from December 1991.
Mr. Mantle received a Bachelor of Science in Computer Science from the
University of Utah in 1971.
MR. McCREA has been the Company's Vice President of Marketing since March 1998.
From July 1996 to March 1998, he was Vice President of Worldwide Sales and
Marketing for Sense8 Corporation. Prior to joining the Company, Mr. McCrea
served as Senior Partner at J. Walter Thompson from January 1995 to July 1996.
Mr. McCrea also served as a Vice President, Management Supervisor for Goldberg
Maser O'Neil from April 1994 to January 1995 and held a similar position with
Poppe Tyson from April 1990 to April 1994. Mr. McCrea received a Bachelor of
Arts in Economics, with a minor in Music, from Hamilton College in 1979.
MR. SHAPIRO has been with the Company since 1987, serving as National Sales
Manager from 1987 to 1996 and as Vice President of North American Sales from
1996 to the present. Mr. Shapiro received a Bachelor of Arts degree from Baruch
University in 1979.
MS. TOBES has been the company's Chief Information Officer since January 1998.
She has more than 10 years of experience in the software industry. Positions
held by Ms. Tobes prior to joining IMSI include engineer at Solomon Software,
director of MIS for Silicon Graphics, Inc., and systems engineer for Apple
Computer. Ms. Tobes received her Bachelor of Arts in Mass Computer Science from
the University of California at Berkeley in 1985.
MR. LEE began working with IMSI in licensing and acquisition strategy
development in February 1997. He joined the company full time as Vice President
of Business Development in August 1997. Before joining IMSI, Mr. Lee was vice
president of business development for JIAN software, publishers of
BizPlanBuilder. Mr. Lee received a Bachelor of Arts degree from Georgetown
University in 1985 and his law degree from the University of Colorado in 1989.
MR. MANN comes to IMSI with over 15 years of experience in all aspects of
Operations Management having held similar positions with Mindscape, Broderbund
and ComputerLand Corporation. As VP of Operations he is responsible for the day
to day operations of IMSI including purchasing, assembly and distribution of
IMSI consumer software products. Mr. Mann received a Bachelor of Science from
the University of California at Davis in 1975 and an MBA from San Francisco
State University in 1982.
MR. FEDERMAN has been a director of the Company since 1996. Mr. Federman has
been a Managing Director of BRM Group, [a venture capital fund group] since
January 1998. He had previously been the Chairman of the Executive Committee
and a Managing Director of Broadview Associates, an information and technology
mergers and acquisitions firm, since October 1983. Mr. Federman received a
Bachelor of Science degree from the University of Pennsylvania's Wharton School
of Business in 1978.
MR. HAMLIN has been a director of the Company since 1995. Mr. Hamlin has been a
private investor since April 1994. From 1989 to March 1994, he was a portfolio
manager at Volpe, Welte and Company, an investment-banking firm. Mr. Hamlin has
been a director of 800 Software, a distributor of personal computer software
and hardware, and is currently a director of Data Storage Systems, Inc. and
National Employment Wire Service, Inc., which are both private companies. Mr.
Hamlin received a
<PAGE> 5
Bachelor of Arts in Government from Oberlin College in 1981, a joint LLB/JD
degree from the University of California in 1964, and an MBA from the
University of California in 1968.
Mr. Landies has been a director of the Company since 1995. Mr. Landies has held
several managerial positions with Mindscape, Inc. (formerly known as The
Software Toolworks) since 1989, most recently as Executive Vice President of
Domestic Sales. Between 1984 and 1989, Mr. Landies was the President and
founder of Design Software. Prior to founding Design Software, he was employed
by several firms in various financial management capacities.
BOARD COMMITTEES
The Audit Committee of the Board consists of Mr. Federman, Mr. Hamlin and Mr.
Landies. [The Audit Committee is charged with reviewing the Company's financial
statements and accounting practices, making recommendations to the Board
regarding the selection of independent auditors and reviewing the results and
scope of the audit and other services provided by the Company's independent
auditors.] The Compensation Committee of the Board consists of Mr. Federman,
Mr. Hamlin and Mr. Landies. The Compensation Committee makes all decisions
concerning salaries and incentive compensation for the Company's executive
officers and administers the Company's employee benefit plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee of the Board was at any time
since the formation of the Company an officer or employee of the Company. No
executive officer of the Company serves as a member of the Board of Directors
or Compensation Committee of any entity that has one or more executive officers
serving on the Company's Board or Compensation Committee.
DIRECTOR COMPENSATION
Directors of the Company who are not executive officers of the Company are paid
$500 a meeting and are reimbursed for their reasonable expenses in attending
meetings of the Board. Directors are eligible to participate in the Company's
stock option plans. On May 10, 1998, Mr. Federman received a stock option grant
for 5,000 shares of the Company's Common Stock.
<PAGE> 6
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or paid
for services rendered to the Company in all capacities during the years ended
June 30, 1997 and 1998 by (i) the Company's Chief Executive Officer and (ii)
each of the Company's other executive officers who were serving as executive
officers as of June 30, 1998 and whose compensation exceeded $100,000 for
fiscal year then ended (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------------- -------------------
OTHER ANNUAL SECURITIES
NAME AND PRINCIPAL POSITIONS FISCAL YEAR SALARY($)(1) BONUS($) COMPENSATION($)(2) UNDERLYING OPTIONS
- ---------------------------- ----------- ------------ -------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Martin Sacks ................................ 1998 $200,000 $48,137 7,346 50,000
President and Chief Executive Officer 1997 $200,000 $22,500 5,249 --
1996 182,000 5,178 5,412 50,000
Geoffrey B. Koblick ......................... 1998 176,667 38,937 6,256 45,000
Chairman of the Board, Chief 1997 160,000 16,000 5,249 --
Operating Officer and General Counsel 1996 111,665 3,178 5,412 35,000
Robert Mayer ................................ 1998 143,387 59,864 7,603 30,000
Vice President of International Sales 1997 138,000 8,511 5,249 --
1996 120,000 6,728 5,412 15,000
Martin Shapiro............................... 1998 113,387 158,331 3,600 10,000
Vice President of Domestic Sales 1997 85,500 173,916 -- 5,625
1996 72,000 77,459 -- 5,625
Kenneth R. Fineman........................... 1998 122,500 40,000 6,184 15,000
Vice President of Finance, Chief 1997 90,462 -- -- 52,500
Financial Officer 1996 -- -- -- --
</TABLE>
- --------------
(1) Messrs. Sacks, Koblick, and Mayer currently have annual salaries of
$200,000, $180,000 and $144,500, respectively.
(2) Consists of payments of medical premiums by the Company.
OPTION GRANTS IN FISCAL 1998
The following table sets forth further information regarding individual grants
of options to acquire the Company's Common Stock during fiscal 1998 to each
person named in the Summary Compensation Table above.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------- -------------------------------------------
% of Total Potential Realizable Value
Options at Assumed Annual Rates of
Granted to Exercise Stock Price Appreciation
Options Employees In Price Expiration for Option Term (1)
Name Granted Fiscal Year per Share Date 5% 10%
- ---- ------- ------------ --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Martin Sacks 40,000 4.3% $10.00 7/1/2007 $110,513 $244,204
Geoff Koblick 45,000 4.9% $10.00 7/1/2007 124,327 272,730
Robert Mayer 30,000 3.2% $10.00 7/1/2007 82,884 183,153
Martin Shapiro 10,000 1.1% $12.75 12/31/2007 35,226 77,840
Kenneth R. Fineman 5,000 .5% $10.00 7/1/2007 13,814 30,526
Kenneth R. Fineman 10,000 1.1% $12.44 2/3/2008 34,364 75,935
</TABLE>
(1) Potential realizable values are net of exercise price before taxes, and
are based on the assumption that the Common Stock of the Company
appreciates at the annual rate shown (compounded annually) from the date of
grant until the expiration of the ten-year term. These numbers are
calculated based on Security and Exchange Commission requirements and do
not reflect the Company's projection or estimate of future stock price
growth.
<PAGE> 7
AGGREGATE OPTION EXERCISES IN 1998 AND YEAR-END VALUES
The following table sets forth the number of shares acquired upon the
exercise of stock options during fiscal 1998 and the number of shares covered
by both exercisable and unexercisable stock options held by each of the Named
Executive Officers at June 30, 1998. Also reported are values of "in-the-money"
options, which represent the positive spread between the respective exercise
prices of outstanding stock options and the fair market value of the Company's
Common Stock on June 30, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT YEAR-END(1) AT YEAR-END(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Martin Sacks............ -- -- 238,271 50,000 $3,046,665 $281,250
Geoffrey B. Koblick..... -- -- 131,250 45,000 $1,648,343 $253,125
Robert Mayer............ -- -- 58,608 30,000 $ 766,447 $168,750
Martin Shapiro.......... -- -- 54,900 25,975 $ 787,556 $203,777
Kenneth R. Fineman...... -- -- 13,125 54,375 $ 130,699 $452,091
</TABLE>
- ---------------
(1) These options have a five-year vesting period and become exercisable ratably
over time based on continuous employment with the Company.
(2) Based on the difference between the market price of the Common Stock on
June 30, 1998 ($15.625 per share) and the aggregate exercise prices of the
options.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Commission initial
reports of ownership and reports of changes in ownership of the Company's
Common Stock and other equity securities of the Company. Officers, directors
and greater than ten percent shareholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
filed. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, during the last fiscal year all Section 16(a)
filing requirements applicable to the Company's officers, directors, and
greater than ten percent beneficial owners were complied with.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of September 30, 1998 by
(i) each shareholder known by the Company to be the beneficial owner of more
than 5% of the Company's Common Stock, (ii) each director of the Company,
(iii) each Named Executive Officer, and (iv) all current executive officers
and directors as a group.
<TABLE>
<CAPTION>
Beneficial Ownership(1)
Number of
Shares Percentage of
Beneficially Common
Name of Beneficial Owner Owned Stock
- ------------------------ ------------ -------------
<S> <C> <C>
Martin Sacks(2)............... 609,665 6.3
Geoffrey B. Koblick(3)........ 515,100 6.6
Robert Mayer(4)............... 461,566 6.9
Corel Corporation(5).......... 260,950 *
ROI Capital(6)................ 242,937 *
Charles Federman(7)........... 43,625 *
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C> <C>
Earl S. Hamlin(8)........................... 30,132 *
Martin Shapiro(9)........................... 69,720 *
Kenneth R. Fineman(10)...................... 14,375 *
M.W. Mantle(11)............................. *
John McCrea(12)............................. *
Susan Tobes(13)............................. *
Steve Lee(14)............................... *
John Mann(15)............................... *
All current executive officers and
directors as a group (9 persons)(16)...... 1,754,531 21.2
</TABLE>
- ----------------
* Less than 1%
(1) Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
Shares of Common Stock subject to options that are currently exercisable or
exercisable as of August 29, 1998 are deemed to be outstanding and to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.
(2) Includes 250,771 shares subject to options held by Mr. Sacks that are
exercisable as of August 29, 1998. The business address of Mr. Sacks is 75
Rowland Way, Novato, CA 94945.
(3) Includes 142,500 shares subject to options held by Mr. Koblick that are
exercisable as of August 29, 1998. The business address of Mr. Koblick is
75 Rowland Way, Novato, CA 94945.
(4) Includes 66,108 shares subject to options held by Mr. Mayer that are
exercisable as of August 29, 1998. The business address of Mr. Mayer is 75
Rowland Way, Novato, CA 94945.
(5) The business address of Corel Corporation is 1600 Carling Avenue, Ottawa,
Ontario, K1Z 8R7, Canada.
(6) The business address of ROI Capital is 17 East Sir Francis Drake Blvd.,
Larkspur, CA 94939.
(7) Includes 20,000 shares subject to options held by Mr. Federman that are
exercisable as of August 29, 1998.
(8) Includes 13,500 shares subject to options held by Mr. Hamlin that are
exercisable as of August 29, 1998.
(9) Includes 54,900 shares subject to options held by Mr. Shapiro that are
exercisable as of August 29, 1998.
(10) Includes 14,375 shares subject to options held by Mr. Fineman that are
exercisable as of August 29, 1998.
(11) There are no shares subject to options held by Mr. Mantle that are
exercisable as of August 29, 1998.
(12) There are no shares subject to options held by Mr. McCrea that are
exercisable as of August 29, 1998.
(13) There are no shares subject to options held by Ms. Tobes that are
exercisable as of August 29, 1998.
(14) There are no shares subject to options held by Mr. Lee that are
exercisable as of August 29, 1998.
(15) There are no shares subject to options held by Mr. Mann that are
exercisable as of August 29, 1998.
(16) Includes the shares stated as included in footnotes (3)-(5) and (7)-(10)
and an additional 552,154 shares subject to options that are exercisable
as of August 29, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Option Grants in the Last Fiscal Year."
<PAGE> 9
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Rafael, State of
California on October 28, 1998.
INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
By: /s/ MARTIN SACKS
____________________________
Martin Sacks
Chief Executive Officer, President and Director
Pursuant to the Requirement of the Securities Exchange Act of 1934, the
following persons in the capacities and on September 28, 1998 have signed this
report below.
By: /s/ MARTIN SACKS
____________________________
Martin Sacks
Chief Executive Officer, President and Director
By: /s/ GEOFFREY KOBLICK
____________________________
Geoffery Koblick
Chairman of the Board of Directors, Secretary and General Counsel
By: /s/ ROBERT MAYER
____________________________
Robert Mayer
Executive Vice President Sales and Director
By: /s/ KENNETH FINEMAN
____________________________
Kenneth Fineman
Vice President of Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
By: /s/ CHARLES FEDERMAN
____________________________
Charles Federman
Director
By: /s/ EARL HAMLIN
____________________________
Earl Hamlin
Director
55
