UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE 14A
INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
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Preliminary Proxy Statement.
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to § 240.14a-12.
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INTERNATIONAL
MICROCOMPUTER SOFTWARE, INC.
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(Name
of Registrant as Specified In Its Charter)
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International
Microcomputer Software, Inc. BUSINESS REVIEW Investor Conference February
15,
2006 San Francisco, CA Filed By International Microcomputer Software, Inc.
pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934Subject
Company: International Microcomputer Software, Inc. Commission File No:
0-15949
Safe
Harbor Statement This presentation material contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, Section
21E of
the Securities Exchange Act of 1934, and within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those projected in the forward-looking statements as a result of various
factors including the ability of the company to successfully commercialize
its
new technologies, ability to close current acquisition transactions and
successfully adjust to the effects of transactions, both closed and pending,
as
well as risk factors set forth under "Factors Affecting Future Operating
Results" in the company's annual report on Form 10-KSB, as amended, for the
year
ended June 30, 2005, and such other risks detailed from time to time in the
company's reports filed with the Securities and Exchange Commission. The
company
undertakes no obligation to publicly release the result of any revisions
to
these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Overview:
Background Founded in 1982 and went public in 1987 (OTC BB: IMSI)Sold on-line
content division in June 2003 and recapitalized the company Launched the
Houseplans business in November 2003Acquired four CAD (computer aided design)
assets in last half of2003 to complement TurboCAD line Acquired Allume Systems
in April 2004Acquired Ulytryx assets in February 2004 for Houseplans business.
Acquired Abbisoft House Plans in September 2004, substantially growing the
Houseplans business Sold subsidiary Keynomics Inc. (keyboard productivity)
in
July 2004Purchased Weinmaster Homes in July 2005 for Houseplans business.Sold
Allume Systems in July 2005Entered into definitive agreement to purchase
Access
Media Networks -internet media network technology -in December
2005
Overview:
Products & Services Precision Design Software: TurboCAD TurboCADCAM
DesignCAD FloorPlan 3D Instant Series Internet Marketing and Sales Leading
on-line provider of stock house plans to contractors, and consumers. # 1
Library
in the industry: more than 20,700 stock house plans, 1,700 of which are company
owned. Distributed thru our category dominant domain names: Houseplans.com
Houseplanguys.comHomeplanfinder.comGlobalhouseplans.comHomeplansuperstore.com
Mission
Statement & Objectives MISSION STATEMENT To enhance shareholder value as an
online technology-based media company from a history as a consumer-based
software company. OBJECTIVES Complete merger with Access Media Networks,
Inc.
during Spring 2006 Add additional proprietary content channels Capitalize
on the
promising opportunities offered in interactive media Grow online
businesses
Reshaping
IMSI $13.4 million sale --Allume software (Stuffit) business Allume sale
completed July 1, 2005. Received $11.0 million in cash and $2.4 million value
in
Smith Micro Software, Inc. (Nasdaq: SMSI)$4.0 million (approximately) purchase
of Weinmaster Homes, Ltd.Houseplans.com now the #1 provider of high quality
stock house plans on-line following July transaction. Weinmaster is
Canadian-based operator of the #2 Google ranked website in this category.
Weinmaster transaction completed July 1, 2005.
Reshaping
IMSI Major transaction with Access Media announced December 16, 2005Access
Media
is a leading platform for delivering real-time interactive media over the
Internet Private Los Angeles-based firm Consideration for this technology
and
product offering: 29 million shares of IMSI stock with additional shares
as
staged growth targets are met Transformative transaction for IMSI Closing
is
subject to shareholder approval and customary conditions Definitive agreement
and pre-closing joint operating agreement located in filed Form
8K
Access
Media Transaction Expectations Internet-based media space presents opportunities
for achieving substantial growth Opportunity seen by recent announcements
and
transactions targeting online media by traditional media companies Combine
the
immediacy and interactivity of the web, in a format as simple to use as
television Leveraging ‘virtual set top box’ technology, content library, and
internet-based marketing skills to become a leading technology-based media
entity
Financial
Metrics: IMSI at a Glance Price *$ 1.06 EPS (Q2 FY06):$ - Cash & Marketable
Securities ($ M) †† 9.8 Cash per share †† $0.33 Long Term Debt ($ M) †† 0.2 Debt
to Equity †† 1% Book Value / Share: $ 0.59 * As of 02/13/06†† As of 12/31/05 Key
Metrics
Market
Data Market Cap ($ M) * 31.8 Enterprise value ($ M) †† 22.2 Shares Outstanding
(M) †† 30.0 Average Volume (3m): 69,500 Float (M)18.4 * As of 02/13/06†† As of
12/31/05 Valuation EV / Sales1.48 Market Cap / Sales2.12
Selected
Financial Data FY 01 A FY 02 A FY 03 A FY 04 A FY 05 A FY 06 A Sales Q12.2
$ 1.7
$ 1.9 $ 1.6 $ 3.1 $ 4.0 $ Q22.5 2.0 2.0 2.4 3.5 3.7 Q32.3 2.3 2.2 2.7 3.8
Q42.2
2.0 2.0 5.3 3.5 FY (June) 9.2 $ 8.0 $ 8.1 $ 12.0 $ 13.9 $ FY 01 A FY 02 A
FY 03
A FY 04 A FY 05 A FY 06 A EPS Q1 ($0.05) $0.51 ($0.01) ($0.02) ($0.01) (0.07)
Q2
(0.08) 0.20 0.0 00.020.000.00Q3(0.07)0.040.000.02(0.01) Q4 0.08 0.08 0.48
0.01
(0.04) FY (June) ($0.12) $0.82 $0.47 $0.03 ($0.06) Enterprise value / Sa0.3
x2.1
x0.6 x2.7 x1.6
Recap IMSI is a STRONG COMPANY because of our: PRODUCTS:A focus on the on-line sale of content and services, expected to drive substantial top line growth and operating earnings FINANCIAL PERFORMANCE: Accelerating sales and cash flow supported by a strong balance sheet STRATEGY: Continued search for investment in attractive acquisitions related to our existing successful businesses MANAGEMENT: An experienced and dedicated management team leading company initiatives
Appendix-Management
Team Martin Wade III, CEO. Mr. Wade became a director and CEO of IMSI in
August
2001. He brings to the Company a proven track record in mergers and acquisitions
and investment banking. Prior to that, Mr. Wade served from 1998 to 2000
as an
M&A banker at Prudential Securities and from 1996 to 1998 as a managing
director in M&A at Salomon Brothers. From 1991 to 1996, Mr. Wade was the
head of Investment Banking at C.J. Lawrence, Morgan Grenfell, where he was
appointed to the Board of Directors. Martin Wade also spent six years in
the
M&A at Bankers Trust and eight years at Lehman Brothers Kuhn Loeb. Mr. Wade
is credited with participating in over 200 M&A transactions involving
various clients such as, Nike, Cornerstone National Gas Company, Landmark
Graphics and Redken Laboratories, Inc. Mr. Wade was previously National Head
of
Investment Banking for Price Waterhouse in the mid 1990's. He is also a member
of the Board of Directors for DiMon (NYSE: DMN), NexMed (OTC:NEXM), Command
Security Corp. (OTC: CMMD.OB) and Energy Transfer Group of Dallas, Texas.
Gordon
Landies, President. Mr. Landies joined IMSI on September 1, 2001 as President
subsequent to the proposed merger agreement between IMSI and DCDC. He brings
to
the Company 17 years of experience in management of software companies. Before
joining IMSI Mr. Landies was a consultant and managing partner in GL Ventures,
LLC providing services to software publishing and media companies.In 1999,
Mr.
Landies was the General Manager of the Home and Game division of Mattel
Interactive. From 1994 to 1998 Mr. Landies held positions of Senior Vice
President of sales and Executive Vice President for Mindscape, a $100+ million
consumer software company. From 1990 to 1994 he was Vice President of sales
for
The Software Toolworks. Mr. Landies previously served on the Board of Directors
of IMSI from 1995 to 1998 as well as on the Boards of Directors of Mindscape,
Inc, Entertainment Universe, Inc. and several other private organizations.
Mr.
Landies graduated in 1981 from Northern Illinois University with a Masters
of
Business Administration and holds a B.S. in economics from Elmhurt College.
Robert O’Callahan, CFO. Mr. O'Callahan has served as IMSI Chief Financial
Officer and Secretary since July 2005. Before joining IMSI, Mr. O'Callahan
had
been occupied since 2003 in providing senior financial management and
Sarbanes-Oxley compliance consulting for various firms, on a project basis.
From
2000 to 2003, Mr. O'Callahan was Chief Financial Officer of Salon Media Group,
Inc., a supplier of internet journalism and other content. From 1999 to 2000,
he
served in a senior finance position with Banter, Inc., a venture funded software
development firm. From 1997 to 1999, Mr. O'Callahan worked in equity securities
research for DainBosworth, Inc. and John G. Kinnard& Co. From 1992 to 1997,
Mr. O'Callahan was Chief Financial Officer ofConsan, Inc. a wholesale
distributor of digital mass storage equipment. Mr. O'Callahan holds a master's
degree in management, with concentrations in marketing and finance, from
the
J.L. Kellogg Graduate School of Management at Northwestern University, a
juris
doctor degree from the University of Washington School of Law, and a Bachelor
of
Arts degree from the University of Washington. Robert Mayer, EVP Precision
Design Group. Mr. Mayer served as the Company’s Vice President of Sales from
1990 until 1995 and then as Executive Vice President of Worldwide Sales until
March 2000 when he left the Company to serve as a Vice President at Adventa.com,
Inc. Mr. Mayer rejoined the IMSI team in November 2000 as Executive Vice
President. Mr. Mayer also served as a director from 1985 until May 1999.
Mr.
Mayer received a Bachelors of Arts degree from the University of California
at
Berkeley, and Masters of Science degree from the University of
Washington.
Availability
of Proxy Statement In connection with the merger of International Microcomputer
Software, Inc. (“IMSI”) and Access MediaNetworks, Inc. (“AccessMedia”), IMSI
will file a proxy statement for IMSI’s special stockholder meeting with the
Securities and Exchange Commission. Investors and security holders are advised
to read the proxy statement when it becomes available because it will contain
important information about the proposed merger. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by IMSI with the Securities and Exchange Commission at the
Securities and Exchange Commission’s web site at http://www.sec.gov. Free copies
of the proxy statement (when available) and other documents filed by IMSI
with
the Securities and Exchange Commission may also be obtained from IMSI by
directing a request to Investor Relations at IMSI (telephone (415) 878-4000).
IMSI and its directors and its executive officers may be deemed, under SEC
rules, to be soliciting proxies from IMSI’s stockholders in favor of the
proposed merger. Information regarding the identity of these persons, and
their
interests in the solicitation, will be set forth in a Schedule 14A to be
filed
with the SEC, and will be available free of charge at the SEC website and
public
reference rooms, and from the IMSI corporate secretary.