-----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, JVjVGET/Y5iZuqHepc03rF1GmRxhzj1BL7LTKriL5AQYtxNJ3GVX/yxtDIanL8o2 nwDeJ/Ba1yd3lCHRoEXQcw== 0000912057-95-009172.txt : 19951101 0000912057-95-009172.hdr.sgml : 19951101 ACCESSION NUMBER: 0000912057-95-009172 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951031 EFFECTIVENESS DATE: 19951119 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADOBE SYSTEMS INC CENTRAL INDEX KEY: 0000796343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770019522 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63851 FILM NUMBER: 95586188 BUSINESS ADDRESS: STREET 1: 1585 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-1225 BUSINESS PHONE: 4159614400 MAIL ADDRESS: STREET 1: P.O. BOX 7900 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039-7900 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADOBE SYSTEMS INCORPORATED (Exact name of registrant as specified in its charter) California 77-0019522 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1585 Charleston Road Mountain View, California 94043 (Address, including zip code, of principal executive offices) Frame Technology Corporation 1994 Directors Stock Option Plan (Full title of the plan) Colleen M. Pouliot Vice President, General Counsel and Secretary Adobe Systems Incorporated 1585 Charleston Road Mountain View, California 94043 (415) 961-4400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Michael J. Kennedy, Esq. Shearman & Sterling 555 California Street, 20th Floor San Francisco, California 94104 CALCULATION OF REGISTRATION FEE Average Maximum Amount Offering Aggregate Amount of Title of Securities to Price Offering Registration to Be Be Registered Be Registered Per Share(1) Price(1) Fee Common Stock, no 65,000 shares $28.29 $1,838,850.00 $634.09 par value (including associated Common Stock Purchase Rights) (1) Computed in accordance with Rule 457(h) solely for the purpose of computing the amount of the registration fee based on the average of the actual prices at which the options granted under the plan may be exercised. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in the Registration Statement: (a) The Registrant's annual report on Form 10-K for the fiscal year ended November 25, 1994; (b) The amendment on Form 10-K/A to the Registrant's annual report on Form 10-K for the fiscal year ended November 25, 1994, filed with the Securities and Exchange Commission (the "COMMISSION") on June 29, 1995; (c) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), since November 25, 1994; and (d) The description of the Registrant"s capital stock and associated common stock purchase rights, contained in the Registrant's Registration Statements on Form 8-A filed with the Commission on November 14, 1986 and July 24, 1990, registering such shares and associated rights pursuant to Section 12 of the Exchange Act, including any amendment or report updating such descriptions. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, also shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for 2 liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The Registrant's Amended and Restated Articles of Incorporation and Restated By-Laws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California General Corporation Law. In addition, the Registrant has entered into Indemnity Agreements with all its directors and officers. The Registrant has also purchased and maintains insurance for its officers and directors against liabilities which an officer or a director may incur in his or her capacity as such. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit No. Description - ----------- ----------- 5.1 Opinion of Shearman & Sterling as to the legality of the Registrant's Common Stock being registered hereby. 23.1 Consent of Shearman & Sterling with respect to the legality of the securities being registered (contained in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP, independent auditors, with respect to the consolidated financial statements of the Registrant. 23.3 Consent of Ernst & Young LLP, independent auditors, with respect to the consolidated financial statements of Aldus Corporation. 24.1 Power of Attorney (included on page 6). ITEM 9. UNDERTAKINGS. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and 3 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Plan. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the 27th day of October, 1995. ADOBE SYSTEMS INCORPORATED By /s/ M. Bruce Nakao ---------------------------- M. Bruce Nakao Senior Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Assistant Secretary 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John E. Warnock and M. Bruce Nakao, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities to sign any amendments to the Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ John E. Warnock Chairman of the Board and October 27, 1995 -------------------- Chief Executive Officer and John E. Warnock Director (Principal Executive Officer) /s/Charles M. Geschk President and Director October 27, 1995 ------------------------ Charles M. Geschke /s/ M. Bruce Nakao Senior Vice President, October 27, 1995 ------------------------ Finance and Administration, M. Bruce Nakao Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer) /s/ Michael Cully Vice President and October 27, 1995 ------------------------- Controller (Principal Michael Cully Accounting Officer) /s/ Willliam R. Hambrecht Director October 27, 1995 ------------------------- Willliam R. Hambrecht Director -------------------------- Delbert W. Yocam /s/Robert Sedgewick Director October 27, 1995 -------------------------- Robert Sedgewick Director -------------------------- William J. Spencer -------------------------- Director Paul Brainerd /s/ Gene P. Carter Director October 27, 1995 -------------------------- Gene P. Carter 6 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5.1 Opinion of Shearman & Sterling as to the legality of the common stock, no par value, of Adobe Systems Incorporated being registered hereby. 23.1 Consent of Shearman & Sterling with respect to the legality of the securities being registered (contained in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP, independent auditors, with respect to the consolidated financial statements of Adobe Systems Incorporated. 23.3 Consent of Ernst & Young LLP, independent auditors, with respect to the consolidated financial statements of the Aldus Corporation 24.1 Power of Attorney (included on page 6). 7 EX-5.1 2 OPINION OF SHEARMAN & STERLING EXHIBIT 5.1 [SHEARMAN & STERLING LETTERHEAD] October 27, 1995 Board of Directors Adobe Systems Incorporated 1585 Charleston Road Mountain View, California 94043 FRAME TECHNOLOGY CORPORATION 1994 DIRECTORS STOCK OPTION PLAN REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel for Adobe Systems Incorporated, a California corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the registration of 65,000 shares (the "Shares") of the Company's Common Stock, without par value, available for issuance pursuant to the Company's Frame Technology Corporation Dual Stock Option Plan (the "Plan"). In acting as such counsel, we relied upon such corporate records of the Company and such other documents and certificates of fact as we have deemed necessary or appropriate as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents presented to us as originals, the conformity to the originals of all documents presented to us as copies, and the authenticity of the originals of such latter documents. In rendering such opinion, we have relied as to factual matters upon certificates of officers of the Company and certificates of public officials. 2 Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when sold and delivered against payment therefor in the manner described in the Registration Statement and the Plan, the Shares will be validly issued and will be fully paid and nonassessable. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. Very truly yours, SHEARMAN & STERLING EX-23.2 3 CONSENT OF KPMG EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Adobe Systems Incorporated: We consent to incorporation by reference in the registration statement on Form S-8 of Adobe Systems Incorporated of our report dated December 20, 1994, relating to the consolidated balance sheets of Adobe Systems Incorporated and subsidiaries as of November 25, 1994 and November 26, 1993, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended November 25, 1994, and the related schedule, which appears in the 1994 annual report on Form 10-K of Adobe Systems Incorporated. As indicated in our report, we did not audit the consolidated financial statements of Aldus Corporation and subsidiaries, a company acquired by Adobe Systems Incorporated in a business combination accounted for as a pooling-of-interests. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Aldus Corporation, is based solely on the report of the other auditors. KPMG Peat Marwick, LLP San Jose, California October 27, 1995 EX-23.3 4 CONSENT OF ERNST & YOUNG EXHIBIT 23.3 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 of Adobe Systems Incorporated of our report dated January 28, 1994, with respect to the consolidated balance sheet of Aldus Corporation as of December 31, 1993 and the related consolidated statements of income, shareholders' equity, and cash flows for each of the two years in the period ended December 31, 1993, included in the 1994 Annual Report on Form 10-K of Adobe Systems Incorporated. Ernst & Young LLP Seattle, Washington October 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----