INTERNATIONAL MICROCOMPUTER SOFTWARE INC /CA/
8-K, 1999-05-12
PREPACKAGED SOFTWARE
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                       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):  May 5, 1999


                   INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                   California
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


          0-15949                                       94-2862863
        -----------                                   -------------
        (Commission                                   (IRS Employer
        File Number)                               Identification No.)


                        75 Rowland Way, Novato, CA 94945
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (415) 257-3000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


        On May 5, 1999, the Board of Directors (the "Board") of International
Microcomputer Software, Inc. (the "Company"), pursuant to the recommendation of
audit committee, approved a resolution authorizing management to engage Grant
Thornton LLP ("Grant Thornton") as the Company's independent auditor, upon such
terms as may be negotiated by management. On May 5, 1999, the Company appointed
Grant Thornton as the Company's independent auditor. The Company had previously
reported on a Form 8-K filed April 26, 1999, that on April 19, 1999, the Company
received a letter from Deloitte & Touche LLP ("D&T"), resigning as the Company's
independent accounting firm.

        During the Company's two most recent fiscal years and the subsequent
interim period before engaging Grant Thornton, neither the Company nor anyone
acting on its behalf consulted Grant Thornton 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 or a reportable event (as defined in Item 304 of
Regulation S-K).

        A letter from Grant Thornton is attached as an Exhibit to this Report.


                                      -2-


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        ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                EXHIBITS.

(c)     Exhibits.

        16.1    Letter from Grant Thornton LLP dated May 11, 1999 re change in
                auditor.

        99.1    Press Release dated May 6, 1999.


                                      -3-


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                                    SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  May 11, 1999

                               International Microcomputer Software, Inc.


                               By: /s/ Costa John
                                  -------------------------------
                                  Costa John
                                  Chief Executive Officer

                                      -4-



<PAGE>   1
EXHIBIT 16.1


                              [GRANT THORNTON LLP]


                                  May 11, 1999


Securities and Exchange Commission 
450 5th Street, N.W.
Washington, D.C.  20549

                      Re:  International Microcomputer Software, Inc.
                      File No.:  0-15949

Dear Sir/Madam:

               We have read Item 4 of the Form 8-K of International
Microcomputer Software, Inc. dated May 11, 1999, and agree with the statements
contained therein, except for the information contained in the first paragraph,
and the first sentence of the second paragraph, about which we have no
knowledge.

                                            Very truly yours,


                                            Grant Thornton LLP


                                      -5-



<PAGE>   1
EXHIBIT 99.1

                    IMSI SELECTS GRANT THORNTON AS AUDIT FIRM

NOVATO, Calif., May 6 /PRNewswire/ -- IMSI(R) (Nasdaq: IMSI)-- software
developer and creator of one of the fastest growing visual content and graphics
portals on the Internet with more than 1.9 million visitors per month -- today
announced the selection of Grant Thornton as its independent auditing firm,
effective immediately.

Costa John, chief executive officer for IMSI, notes that Grant Thornton's
extensive experience with successful Internet and technology companies was
strongly in their favor. The company represents a number of high-tech and
Internet clients, including audiohighway.com, Image Smith, InnovativeInterface,
Inc., and Omnis Technology Corporation, among others.

Grant Thornton is an international accounting and consulting firm providing a
broad range of professional services to growing, entrepreneurial organizations.
Clients are served globally by 20,000 partners and employees in more than 90
countries -- including the countries where IMSI has offices and conducts
business around the world. In the United States, some 3,000 partners and staff
serve clients through 48 locations. The company's headquarters are in Chicago,
where the firm was established in 1924.

"We anticipate drawing on their Internet expertise and their extensive network
of skilled practitioners," John says. "It is critical that we have an auditing
team on board that understands the complexities of today's financial marketplace
and the best way to grow our business."

ABOUT IMSI

Headquartered in Novato, California, IMSI (International Microcomputer Software,
Inc.) has offices in the United Kingdom, France, Germany, Australia, South
Africa, and Sweden -- and a wholly owned subsidiary, Zedcor, Inc. The company
produces and sells its software in 13 languages and in more than 60 countries
worldwide -- and has Web sites receiving more than 1.9 million visitors each
month. For more information, please contact IMSI public relations at
415-878-4000, or visit www.imsisoft.com.

FORWARD LOOKING STATEMENT:

To the extent that any of the statements contained herein relating to IMSI's
financial health are forward-looking; such statements are based on current
expectations that involve a number of uncertainties and risks. Such
uncertainties and risks include, but are not limited to, the development of new
products, the enhancement of existing products, competitive pricing pressures,
product volume and mix, timing of orders received and the introduction of
competitive products, having technological and/or pricing advantages. As a
result, the Company's operating results may fluctuate, especially when measured
on a quarterly basis. For further information, refer to the risk factors
included on the Company's Annual Report and 10-K for the year ended June 30,
1998 as filed with the Securities and Exchange Commission.


                                      -6-


<PAGE>   2
NOTE: IMSI is a registered trademark of International Microcomputer Software,
Inc. Other company and product names mentioned herein are the trademarks or
registered trademarks of their respective owners.

SOURCE International Microcomputer Software, Inc.

CONTACT: Patricia A. Roche, Director of Corporate Communications of
International Microcomputer Software, Inc., 415-878-4001, or cell, 415-305-7818
[email protected]


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