-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UHOqnY1qx8Yk/l0NlAoxzWnSGxCv0Z5qPYsEQGqKg2T9kw3eVvN9OfhtiQSQahYk x1dB78MnbNdUgjGDWhpI6g== 0000912057-01-001808.txt : 20010123 0000912057-01-001808.hdr.sgml : 20010123 ACCESSION NUMBER: 0000912057-01-001808 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLAIRE CORP CENTRAL INDEX KEY: 0001016139 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411812820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-25265 FILM NUMBER: 1510106 BUSINESS ADDRESS: STREET 1: ONE ALEWIFE CENTER 3RD FLOOR STREET 2: SUITE 552 CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6177612000 MAIL ADDRESS: STREET 1: FOLEY HOAG & ELIOT LLP STREET 2: ONE POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACROMEDIA INC CENTRAL INDEX KEY: 0000913949 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943155026 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND ST STREET 2: STE 310 W CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4152522000 MAIL ADDRESS: STREET 1: 600 TOWNSEND ST STREET 2: STE 310W CITY: SAN FRANCISCO STATE: CA ZIP: 94103 425 1 a2035594z425.txt 425 Filed By Macromedia, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Allaire Corporation Commission File No. 0-25265 On January 16, 2001, Macromedia, Inc. issued the following press release: FOR IMMEDIATE RELEASE For more information, contact: Kimberly Leo (415) 252-2000 (415) 703-0626 FAX IR@macromedia.com - ----------------- MACROMEDIA REPORTS RECORD REVENUES FOR THIRD QUARTER FISCAL YEAR 2001 REVENUE INCREASES 61% AND NET INCOME INCREASES 97% SAN FRANCISCO, CA -- JANUARY 16, 2001 -- Macromedia (NASDAQ:MACR) today announced revenues of $103.3 million for the third quarter ended December 31, 2000, a 61% increase over revenues of $64.3 million reported in the quarter ended December 31, 1999. Pro forma net income grew 97% year over year to $16.2 million, or $0.29 diluted earnings per share during the third quarter of fiscal 2001, compared to pro forma net income of $8.2 million, or $0.15 diluted earnings per share in the same period a year ago. Revenues for the nine months ended December 31, 2000 increased 72%, totaling $300.5 million, as compared with $174.9 million for the nine-month period a year ago. Pro forma net income for the nine-month period increased over 150% reaching $45.7 million, or $0.81 diluted earnings per share, as compared with pro forma net income of $17.8 million, or $0.33 diluted earnings per share, a year ago. "We believe Macromedia is in its strongest competitive position ever," said Rob Burgess, Macromedia chairman and chief executive officer. "During the quarter, the company shipped outstanding new versions of Dreamweaver 4, Dreamweaver UltraDev 4 and Fireworks 4 which extend our leadership and enable our customers to develop the web experiences we all want. Our upcoming merger with Allaire creates awesome new opportunities for us and we look forward to the future with a great deal of optimism." Macromedia Merges with Allaire Macromedia and Allaire Corporation (NASDAQ: ALLR) today announced a definitive merger agreement. The combined company will enable Web professionals to efficiently build the look of a Web site and the application logic behind it--creating the best possible user experience across multiple devices. The merger is valued at approximately $360 million on a fully diluted basis. In the merger, Macromedia will exchange 0.2 shares of its stock and $3 in cash for each Allaire share. The merger will be accounted for as a purchase combination and is expected to be accretive in Macromedia's fiscal year 2002. This transaction is subject to certain closing conditions, including regulatory approvals and the approval of Allaire shareholders, and is expected to close by the second calendar quarter of 2001. In connection with the merger agreement, Allaire has granted Macromedia an option to acquire 19.9% of Allaire's stock, exercisable in certain circumstances. shockwave.com Completes Merger with AtomFilms In January, shockwave.com announced the completion of its stock-for-stock acquisition of AtomFilms. The merger, which was announced December 15, 2000, creates the world's leading next-generation entertainment company. As part of the merger, the shareholders of AtomFilms received approximately thirty percent of shockwave.com. As a result, Macromedia will deconsolidate shockwave.com from its financial results and report its investment interest under the equity method of accounting beginning with the company's fourth quarter fiscal 2001. Business Outlook Macromedia provided updated growth targets for its fourth quarter fiscal 2001. Beginning with the fourth quarter fiscal 2001, the company will no longer report shockwave.com revenue as part of its consolidated financial statements. Therefore, excluding shockwave.com revenue, the Company said that revenue and pro forma earnings for the fourth quarter fiscal 2001 for its software business only will be similar to the December quarter due to softening macroeconomic conditions. In addition, the Company provided preliminary targets for FY02 on a pro forma combined basis including Allaire. Revenues in FY02 are expected to be approximately $630 million or approximately 60% growth over expected FY01 revenue for Macromedia's software business. Pro forma combined earnings for fiscal year 2002 are expected to be approximately $1.70. This preliminary combined outlook will be updated at the closing of the merger, expected in calendar Q201. Macromedia's business outlook will be available on the MACR Investor site throughout the current quarter. Macromedia makes these statements as of today and undertakes no obligation to update these statements. It is currently expected that these business outlook statements will not be updated until the release of Macromedia's next quarterly earnings announcement. The company reserves the right to update the outlook for any reason during the quarter, including the occurrence of material events. Conference Call Macromedia will host a conference call today to discuss third quarter fiscal 2001 results and the Allaire merger at 2:30pm PT /5:30 pm ET. A live Webcast of the conference call can be accessed at www.macromedia.com/MACR/. A replay of the conference call will be available on the Web site until February 16. Except for the historical information contained herein, matters discussed in this news release may be considered forward looking statements that involve risks and uncertainties, including those related to the risk of integrating newly acquired technologies and products, quarterly fluctuations of operating results, risks related to whether the merger closes and related integration and successful operation of the combined company, customer acceptance of new products and services and new versions of existing products, impact of competition, the risk of delay in product development and release dates, risks of product returns, the economic conditions in the domestic and significant international markets, investments in new business opportunities and the other risks detailed from time to time in the Company's SEC reports, including without limitation its quarterly reports on Form 10-Q and its annual report on Form 10-K for the year ended March 31, 2000 as they may be updated or amended with future filings. The actual results the Company achieves may differ materially from any forward looking statements due to such risks and uncertainties. Pro forma net income excludes acquisition-related charges, loss on investment, as well as non-cash charges related to deferred compensation, amortization of intangibles, and preferred stock accretion. Pro forma net income presentation excluding such charges differs from net income presented according to generally accepted accounting principles because they exclude these costs. In addition, the pro forma results reflect an effective tax rate of 23% for the three and nine month periods ended December 31, 2000 and 26% for the three and nine month periods ended December 31, 1999. The financial results for the three and nine months ended December 31, 1999 have been restated to reflect the acquisitions of ESI Software, Inc. and Andromedia, Inc., both of which were accounted for as poolings of interests. ABOUT MACROMEDIA Macromedia is passionate about what the Web can be. Its award-winning products empower developers to provide the most engaging experience on the Web, and enable more effective e-business. Headquartered in San Francisco, Macromedia (NASDAQ: MACR) has more than 1,200 employees worldwide and is available on the Internet at www.macromedia.com. ------------------ # # # Product names are trademarks or registered trademarks of Macromedia, Inc., as indicated. Other product names or services may be trademarks or service marks of others. MACROMEDIA AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------- ------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Revenues $103,338 $ 64,332 $300,523 $174,877 Cost of revenues 9,737 6,853 32,237 18,536 -------- -------- -------- -------- Gross profit 93,601 57,479 268,286 156,341 Operating expenses: Sales and marketing 39,654 26,929 117,739 75,801 Research and development 29,940 15,653 84,223 43,980 General and administrative 10,774 5,558 29,430 16,649 -------- -------- -------- -------- Total operating expenses 80,368 48,140 231,392 136,430 -------- -------- -------- -------- Operating income 13,233 9,339 36,894 19,911 Other income, net 3,927 1,793 11,491 4,184 Minority interest 3,925 -- 10,952 -- -------- -------- -------- -------- Income before income taxes 21,085 11,132 59,337 24,095 Provision for income taxes 4,849 2,894 13,647 6,265 -------- -------- -------- -------- Net income $ 16,236 $ 8,238 $ 45,690 $ 17,830 ======== ======== ======== ======== Net income per share Basic $ 0.32 $ 0.18 $ 0.91 $ 0.41 Diluted $ 0.29 $ 0.15 $ 0.81 $ 0.33 Shares used in computing net income per share Basic 51,161 45,346 50,369 43,367 Diluted 56,462 55,366 56,635 53,689
The above unaudited pro forma consolidated condensed statements of operations exclude the effects of the following: - Acquisition-related expenses - Non-cash compensation charges - Amortization of intangibles - Preferred stock accretion - Loss on investment The above pro forma results also reflect an effective tax rate calculated on normalized operations of 23% for the three and nine month periods ended December 31, 2000 and 26% for the three and nine month periods ended December 31, 1999. The results for the three and nine months ended December 31, 1999 have been restated to reflect the acquisition of ESI Software, Inc. which was completed during the quarter ended September 30, 1999, and Andromedia, Inc., which was completed during the quarter ended December 31, 1999. Both acquisitions were accounted for as poolings of interests. MACROMEDIA AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, ---------------------- ----------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Revenues $ 103,338 $ 64,332 $ 300,523 $ 174,877 Cost of revenues 9,737 6,853 32,237 18,536 --------- --------- --------- --------- Gross profit 93,601 57,479 268,286 156,341 Operating expenses: Sales and marketing 39,654 26,929 117,739 75,801 Research and development 29,940 15,653 84,223 43,980 General and administrative 10,774 5,558 29,430 16,649 Acquisition-related expenses -- 6,256 4,774 11,516 Non-cash compensation 1,767 305 5,900 955 Amortization of intangibles 634 249 1,558 758 --------- --------- --------- --------- Total operating expenses 82,769 54,950 243,624 149,659 --------- --------- --------- --------- Operating income 10,832 2,529 24,662 6,682 Other income, net 3,927 1,793 11,491 4,184 Loss on investment (5,000) -- (5,000) -- Minority interest 6,727 -- 15,336 -- --------- --------- --------- --------- Income before income taxes 16,486 4,322 46,489 10,866 Provision for income taxes 3,657 3,050 11,341 7,642 --------- --------- --------- --------- Net income $ 12,829 $ 1,272 35,148 $ 3,224 ========= ========= ========= ========= Preferred stock accretion -- (1,357) -- (2,538) Net income (loss) attributable to common stockholders $ 12,829 $ (85) $ 35,148 $ 686 ========= ========= ========= ========= Net income per share Basic $ 0.25 $ 0.00 $ 0.70 $ 0.02 Diluted $ 0.23 $ 0.00 $ 0.62 $ 0.01 Shares used in computing net income per share Basic 51,161 45,346 50,369 43,367 Diluted 56,452 45,346 56,625 51,565
The results for the three and nine months ended December 31, 1999 have been restated to reflect the acquisition of ESI Software, Inc. which was completed during the quarter ended September 30, 1999 and Andromedia, Inc., which was completed during the quarter ended December 31, 1999. Both acquisitions were accounted for as poolings of interests. MACROMEDIA AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
ASSETS DECEMBER 31, 2000 MARCH 31, 2000 ----------------- ---------------- Current assets: Cash, cash equivalents and short-term investments $ 207,940 $ 187,036 Accounts receivable, net 50,108 41,883 Inventory, net 1,789 1,349 Prepaid expenses and other current assets 19,972 12,944 Deferred tax assets 9,937 7,812 ---------------- ---------------- Total current assets 289,746 251,024 Land and building, net 18,322 18,982 Fixed assets, net 73,725 41,871 Other assets 53,487 27,482 ---------------- ---------------- TOTAL ASSETS $ 435,280 $ 339,359 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,118 $ 4,988 Accrued liabilities 60,863 53,842 Unearned revenue 10,037 10,044 ---------------- ---------------- Total current liabilitiesc 74,018 68,874 Other non-current liabilities 943 321 ---------------- ---------------- Total liabilities 74,961 69,195 Minority interest 11,409 15,888 Stockholders' equity 348,910 254,276 ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 435,280 $ 339,359 ================ ================
* * * * * * * * * * * * * * * * * * * * WHERE YOU CAN FIND ADDITIONAL INFORMATION Investors and security holders of both Macromedia and Allaire are advised to read the proxy statement/prospectus regarding the business combination transaction referenced in the foregoing information, when it becomes available, because it will contain important information. Macromedia and Allaire expect to mail a proxy statement/prospectus about the merger to their respective stockholders. Such proxy statement/prospectus will be filed with the Securities and Exchange Commission by both companies. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other documents filed by the companies at the Securities and Exchange Commission's web site at http://www.sec.gov. The proxy statement/prospectus and such other documents may also be obtained from Macromedia or Allaire. Macromedia and its officers and directors may be deemed to be participants in the solicitation of proxies from Allaire's stockholders with respect to the transactions contemplated by the merger agreement. Information regarding such officers and directors is included in Macromedia's Proxy Statement for its 2000 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 30, 2000. This document is available free of charge at the Securities and Exchange Commission's Web site at http://www.sec.gov and from Macromedia. Allaire and its officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Allaire with respect to the transactions contemplated by the merger agreement. Information regarding such officers and directors is included in Allaire's Proxy Statement for its 2000 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 14, 2000. This document is available free of charge at the Securities and Exchange Commission's Web site at http://www.sec.gov and from Allaire. -----END PRIVACY-ENHANCED MESSAGE-----