-----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, HRpiNngiP8OBpbDQhKGsh70mFerNk2kv8ZV9UgjycOeuIVDu5ollGNwMZwM14boa SMxSO8VtrD6h8rR3F/CsNw== 0000950135-01-500241.txt : 20010308 0000950135-01-500241.hdr.sgml : 20010308 ACCESSION NUMBER: 0000950135-01-500241 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010305 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010306 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-25265 FILM NUMBER: 1561668 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 8-K 1 b38581ace8-k.txt ALLAIRE CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 02549 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): March 5, 2001 ------------- ALLAIRE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25265 41-1830792 -------- ------- ---------- (State or other jurisdiction) (Commission (IRS Employer of incorporation) File Number) Identification No.)
275 Grove Street, Newton, MA 02466 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 219-2000 --------------- Not Applicable ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events. On March 5, 2001, Allaire Corporation and Macromedia, Inc., a Delaware corporation, issued a joint press release entitled "Macromedia and Allaire Provide Updated Guidance for March Quarter, Companies Expect Merger to Close by End of March." A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. -2- 3 Item 7. Financial Statements and Exhibits. (c) Exhibits
Number Title ------ ----- 99.1 Press Release dated March 5, 2001, entitled "Macromedia and Allaire Provide Updated Guidance for March Quarter, Companies Expect Merger to Close by End of March."
-3- 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALLAIRE CORPORATION Dated: March 5, 2001 By: /s/ DAVID J. ORFAO ----------------------------------- David J. Orfao President and Chief Executive Officer -4- 5 EXHIBIT INDEX
Number Title ------ ----- 99.1 Press Release dated March 5, 2001, entitled "Macromedia and Allaire Provide Updated Guidance for March Quarter, Companies Expect Merger to Close by End of March."
-5- EX-99.1 2 b38581acex99-1.txt PRESS RELEASE DATED MARCH 5TH 2001 1 For more information, contact: Kimberly Leo Jeannine McDonough (415) 252-2000 (617) 219-2026 IR@macromedia.com jmcdonough@allaire.com Macromedia and Allaire Provide Updated Guidance for March Quarter Companies Expect Merger to Close by End of March SAN FRANCISCO, CA and NEWTON, MA -- MARCH 5, 2001 - Macromedia, Inc. (NASDAQ:MACR) and Allaire Corporation (NASDAQ:ALLR) announced today that they have been granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act. The companies now expect to close their pending merger on or shortly after March 20, 2001, assuming approval of the merger by Allaire stockholders at a special meeting to be held on March 20, 2001. "We are very excited to be able to put these two companies together," said Rob Burgess, Macromedia chairman and chief executive officer. "This merger is a huge win for our customers, bringing together Macromedia's industry leading Web content creation software with Allaire's application servers and application development solutions. Our visions for the future of the Web are completely aligned." "While we are very confident in our product strategy and competitive position, the weakness in the overall economy is affecting the short term results of both companies," said Burgess. Based on preliminary information, Macromedia expects its standalone revenue for the quarter ended March 31, 2001 to be in the range of $85 to $90 million. Because the merger is expected to close on or about March 20, 2001, Macromedia will incorporate approximately the last 10 days of Allaire's March quarter into Macromedia's reported results. Allaire will not be reporting a standalone March quarter. Macromedia expects the inclusion of Allaire's results for this period to be neutral to its earnings. 2 The combined company, which will operate under the name Macromedia, is scheduled to report fourth quarter and fiscal year end results during the first week of May, 2001. 3 Certain matters discussed in this news release, such as the expected closing date of the merger and the short- and long-term outlooks for the combined company, 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, risks of delay in product development and release dates, risks of product returns, economic conditions, including the demand for the combined company's products, in the domestic and significant international markets, investments in new business opportunities and the other risks detailed from time to time in the companies' SEC reports, including without limitation their quarterly reports on Form 10-Q and annual reports on Form 10-K as they may be updated or amended with future filings. The actual results the companies achieve may differ materially from any forward- looking statements due to such risks and uncertainties. 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. ABOUT ALLAIRE Allaire brings e-business innovation within everyone's reach. Technology professionals worldwide rely on Allaire's software products to rapidly and cost-effectively build their business on the Web. With a proven software foundation and a worldwide partner network, Allaire has enabled thousands of companies to deliver innovative Internet business solutions. Headquartered in Newton, Mass., Allaire has offices in North America, Europe and Asia Pacific and can be found on the World Wide Web at www.allaire.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. -----END PRIVACY-ENHANCED MESSAGE-----