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): ~~November~~ April 430, ~~2002~~2003

APPLIED MICROSYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)


WASHINGTON	0-26778	91-1074996

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer) Identification No.)

~~5020~~16770 ~~148th~~NE ~~Avenue~~79th NEStreet, #103 Redmond, Washington 98052 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (425) ~~882~~883-~~2000~~1606

TABLE OF CONTENTS

	Item 2. Acquisition or Disposition of Assets.
	Item 7. Financial Statements And Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1


	Item 5. Other Events.
SIGNATURES

Item 25. ~~Acquisition~~Other ~~or Disposition of Assets~~Events.

On ~~November~~April 430, ~~2002~~2003, Applied Microsystems Corporation (the “~~Applied~~Company”) announced that it ~~had~~has ~~completed~~adjourned ~~the sale of substantially all~~ its ~~embedded systems~~special ~~development~~meeting ~~tools assets to Metrowerks Corporation, a wholly owned subsidiary~~ of ~~Motorola~~shareholders, ~~Inc. (“Metrowerks”) as more fully described in the~~which ~~press~~commenced ~~release~~today ~~which~~at ~~is attached as Exhibit~~10:00 99a.~~1 hereto~~m. ~~Applied’s~~PDT, ~~shareholders approved~~at the ~~sale~~offices of ~~assets to Metrowerks pursuant to~~ the ~~terms~~Company’s ~~of the Asset~~legal ~~Purchase Agreement dated as of September 3~~counsel, ~~2002~~Gray byCary ~~and~~Ware ~~between~~& ~~Applied~~Freidenrich ~~and Metrowerks~~LLP, at a701 ~~shareholder~~Fifth ~~meeting~~Avenue, ~~held on October~~Suite 297000, Seattle, ~~2002~~WA 98104. ~~Applied~~The ~~and Metrowerks~~meeting ~~subsequently~~was ~~satisfied~~adjourned ~~the~~because ~~closing~~insufficient ~~conditions,~~shares ~~and the effective~~were ~~date~~represented ofto ~~the~~form ~~sale~~a ~~was~~quorum ~~November 1,~~and ~~2002.~~conduct ~~In accordance with~~ the ~~previously announced~~business ~~terms~~ of the ~~transaction, the purchase price was $3~~meeting.~~9 million,~~ ~~which~~The ~~included~~Company ~~payment~~announced ~~for~~at ~~certain~~the ~~inventories~~special ~~and~~meeting ~~tangible~~that ~~assets as well as all intellectual property related to Applied’s hardware-enhanced software tools for~~ the ~~design~~adjourned ~~and~~meeting ~~debugging of embedded systems, software analysis tools for~~will ~~application~~continue ~~software~~on ~~verification~~Thursday, ~~analysis and testing~~May 22, ~~and game development tools for game developers to use to develop and optimize games for video gaming consoles. In addition~~2003, ~~Metrowerks~~commencing ~~assumed~~at ~~certain customer warranty and support obligations, and offered employment to 26 Applied personnel~~10:00 a. ~~Applied received $3~~m.~~4 million~~ ~~at closing~~PDT, ~~with~~at the ~~remaining $500,000 held back for one~~ ~~year~~offices toof ~~secure certain indemnification obligations. Other than in~~ the ~~ordinary course~~Company’s oflegal ~~business~~counsel, ~~there~~Gray isCary noWare ~~material~~& ~~relationship~~Freidenrich ~~between~~LLP, ~~Metrowerks and~~at ~~Applied~~701 orFifth ~~any~~Avenue, ofSuite 7000, ~~its~~Seattle, ~~directors~~WA ~~or officers~~98104.

Item 7. Financial Statements And Exhibits.

Exhibit No.		Description
99.1		Press Release of Applied Microsystems Corporation dated November 4, 2002

SIGNATURES

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

	~~Applied Microsystems Corporation~~	Applied Microsystems Corporation
November 8, 2002	By:	/s/ Robert C. Bateman
May 1, 2003		By:	/s/ Robert C. Bateman
		~~Robert C. Bateman Chief Financial Officer~~	Robert C. Bateman Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Description
99.1		Press Release of Applied Microsystems Corporation dated November 4, 2002

Table of Contents

Table of Contents

Table of Contents

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