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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
Information required to be Included in Statements Filed Pursuant to Rule 13d-
1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
International Microcomputer Software, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
459862 30 6
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(CUSIP number)
March 5, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
_______________
/*/The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 7 Pages)
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CUSIP NO. 459862 30 6 13G PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Ventures International
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Cayman Islands
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SOLE VOTING POWER
5
NUMBER OF 437,637
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
437,637**
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 437,637
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
437,637**
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
437,637
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (10) EXCLUDES CERTAIN SHARES*
10
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
7.2%
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TYPE OF REPORTING PERSON*
12
CO
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**Heights Capital Management, Inc. is the investment adviser to Capital Ventures
International and as such may exercise voting and dispositive power over these
shares.
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CUSIP NO. 459862 30 6 13G PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heights Capital Management, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
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SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
437,637**
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
437,637**
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
437,637
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
7.2%
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TYPE OF REPORTING PERSON*
12
CO
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**Heights Capital Management, Inc. is the investment adviser to Capital Ventures
International and as such may exercise voting and dispositive power over these
shares.
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7.
Item 1(a). Name of Issuer:
International Microcomputer Software, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
75 Rowland Way
Novato, California 94949
Item 2(a). Name of Person Filing:
(1) Capital Ventures International (a "Reporting Person")
(2) Heights Capital Management, Inc. (a "Reporting Person")
Item 2(b). Address of Principal Business Office:
(1) One Capitol Place
P.O. Box 1787
GT. Grand Cayman, Cayman Islands
BWI
(2) 425 California Street
Suite 1100
San Francisco, CA 94104
Item 2(c). Citizenship:
(1) Cayman Islands
(2) Delaware
Item 2(d). Title of Class of Securities:
Common Stock, no par value per share (the "Common Stock")
Item 2(e). CUSIP Number:
459862 30 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act,
(b) [_] Bank as defined in Section 3(a)(6) of the Act,
(c) [_] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [_] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [_] An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E),
(f) [_] An employee benefit plan or endowment fund, in accordance
with Rule 13d-1(b)(1)(ii)(F),
Page 4 of 7
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(g) [_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G),
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act,
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issue identified in
Item 1.
(1) Capital Ventures International
(a) Amount beneficially owned: 437,637 shares
(b) Percent of class: 7.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 437,637
(ii) Shared power to vote or to direct the vote: 437,637
(iii) Sole power to dispose or to direct the disposition
of: 437,637
(iv) Shared power to dispose or to direct the disposition
of: 437,637
(2) Heights Capital Management, Inc.
(a) Amount beneficially owned: 437,637
(b) Percent of Class: 7.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 437,637
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or direct the disposition
of: 437,637
Item 5. Ownership of Five Percent or Loss of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Page 5 of 7
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Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing control of the issuer
of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
Page 6 of 7
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 15, 1999 Capital Ventures International
By: Heights Capital Management, Inc., pursuant
to a Limited Power of Attorney, a copy of which
is filed as Exhibit A hereto
By: /s/ Michael Spolan
_______________________________
Name: Michael Spolan
Title: General Counsel
Dated: March 15, 1999 Heights Capital Management, Inc.
By: /s/ Michael Spolan
________________________________
Name: Michael Spolan
Title: General Counsel
Page 7 of 7
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Exhibit Index
Exhibit No. Description
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A Limited Power of Attorney
B Joint Filing Agreement, dated March 15, 1999, pursuant to Rule 13d-
1(k)(1) between Capital Ventures International and Heights Capital
Management, Inc.
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EXHIBIT A
Limited Power of Attorney
THIS LIMITED POWER OF ATTORNEY given on the 3rd day of April, 1999 by CAPITAL
VENTURES INTERNATIONAL (hereinafter called "the Company"), whose Registered
Office is situated at Second Floor, One Capital Place, PO Box 1787, Grand
Cayman, Cayman Islands, B.W.I.
WHEREAS, by agreement dated March 10, 1997 by and between the Company and
Heights Capital Management, Inc., the Company expressly authorized Heights
Capital Management, Inc. to enter into transactions in certain designated areas
as defined in the Agreement attached hereto marked "Appendix 1."
NOW THIS DEED WITNESSETH that Ian A.N. Wight (Director) and Woodbourne
Associates (Cayman) Limited (Secretary) of the Company, hereby appoint on behalf
of the Company the Firm of HEIGHTS CAPITAL MANAGEMENT, INC. which through its
officers, directors and employees is hereby formally granted limited power of
attorney for the purpose of entering into transactions on behalf of and for the
account of the Company and to take any actions on behalf of the Company as may
be necessary to consummate such transactions, including but not limited to
instructing the transfer of funds where necessary and executing required
documentation.
IN WITNESS WHEREOF, the Company has caused its common seal to be hereunto
affixed the day and year above written.
THE COMMON SEAL OF
CAPITAL VENTURES INTERNATIONAL /s/ Ian A.N. Wight
was hereunto affixed in the presence of: ----------------------------
Ian A.N. Wight
(Director)
[SEAL OF CAYMEN ISLANDS APPEARS HERE]
/s/ illegible signature
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Woodbourne Associates
(Cayman) Limited
Secretary
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Exhibit B
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13G with
respect to the shares of Common Stock of International Microcomputer Software,
Inc., dated March 15, 1999, and any further amendments thereto signed by each
of the undersigned shall be filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
Date: March 15, 1999 Capital Ventures International
By: Heights Capital Management, Inc., pursuant
to a Limited Power of Attorney, a copy of which
is filed as Exhibit A to the Schedule 13G
By: /s/ Michael Spolan
_______________________________
Name: Michael Spolan
Title: General Counsel
Date: March 15, 1999 Heights Capital Management, Inc.
By: /s/ Michael Spolan
__________________________________
Name: Michael Spolan
Title: General Counsel
