-----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, Bmju9fVQYcitRmRNUMNtKuSprONLgQuqAIKAYinNvPFK+62GFiS3qNI2wEAjyMjn /ubIssb/qWtYL0gSxedwkg== 0000891618-96-001267.txt : 19960723 0000891618-96-001267.hdr.sgml : 19960723 ACCESSION NUMBER: 0000891618-96-001267 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960719 EFFECTIVENESS DATE: 19960807 SROS: NASD FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08435 FILM NUMBER: 96596695 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 S-8 1 FORM S-8 DATED JULY 19, 1996 1 As filed with the Securities and Exchange Commission on July 19, 1996 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MACROMEDIA, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3155026 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 600 TOWNSEND STREET, SUITE 310W SAN FRANCISCO, CALIFORNIA 94103 (Address of principal executive offices, including zip code) 1992 EQUITY INCENTIVE PLAN (Full title of the plan) RICHARD B. WOOD VICE PRESIDENT OF OPERATIONS, CHIEF FINANCIAL OFFICER AND SECRETARY 600 TOWNSEND STREET, SUITE 310W SAN FRANCISCO, CALIFORNIA 94103 (415) 252-2000 (Name, address and telephone number, including area code, of agent for service) COPIES TO: Danielle C. Cullinane, Esq. Fenwick & West Two Palo Alto Square Palo Alto, California 94306 CALCULATION OF REGISTRATION FEE
- ----------------------------- -------------------- ---------------------- ---------------------- -------------------- Amount Proposed Maximum Proposed Maximum Title of Securities to be to be Offering Price Per Aggregate Offering Amount of Registered Registered Share Price Registration Fee - ----------------------------- -------------------- ---------------------- ---------------------- -------------------- Common Stock, $0.001 par value per share....... 1,800,000(1) $15.5(2) $27,900,000(2) $9,621.00 - ---------------------------------------------------------------------------------------------------------------------
(1) Additional shares available for grant and not subject to outstanding options as of June 30, 1996 under the Registrant's 1992 Equity Incentive Plan. (2) Estimated as of July 16, 1996 pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee. =============================================================================== 2 This registration statement pertains to additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to an employee benefit plan is effective. The contents of the Registrant's Form S-8 (File No. 33-96188) filed with the Commission on August 25, 1995 are incorporated herein by reference. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following document filed with the Securities and Exchange Commission (the "Commission") is incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 filed on June 27, 1996 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, which Annual Report contains audited financial statements for the fiscal year ended March 31, 1996. (b) The description of the Registrant's Common Stock contained in the Registrant's registration statement on Form 8-A filed on October 22, 1993 under Section 12(g) of the Exchange Act, as amended on the Registrant's Form 8-A/A filed on October 5, 1995, including any amendment or report filed for the purpose of updating such description. 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 registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of the filing of such documents. ITEM 8. EXHIBITS. 4.01 Registrant's Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 4.01 to the Registrant's registration statement on Form S-8 (File No. 33-89092 filed with the Commission on February 3, 1995). 4.02 Certificate of Amendment of Registrant's Restated Certificate of Incorporation (incorporated herein by reference to the Registrant's registration statement on Form 8-A/A filed with the Commission on October 5, 1995). 4.03 Registrant's Bylaws, as amended (incorporated herein by reference to Exhibit 3.02 to the Registrant's Registration Statement on Form S-1 (File No. 33-70624) declared effective by the Commission on December 10, 1993 (the "Form S-1")). 4.04 Amendment to Registrant's Bylaws effective October 15, 1993 (incorporated herein by reference to Exhibit 3.03 to the Form S-1). 4.05 Registrant's 1992 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.04 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1996 filed on June 27, 1996). 5.01 Opinion of Fenwick & West LLP. 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). 2 3 23.02 Consent of KPMG Peat Marwick LLP, independent auditors. 23.03 Consent of Arthur Andersen LLP, independent auditors. 24.01 Power of Attorney (see page 4). [The remainder of this page has been intentionally left blank.] 3 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 San Francisco, State of California, on the 18th day of July, 1996. MACROMEDIA, INC. By: /s/ Richard B. Wood -------------------------------------------- Richard B. Wood Vice President of Operations, Chief Financial Officer and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual and corporation whose signature appears below constitutes and appoints John C. Colligan and Richard B. Wood, and each of them, his or its true and lawful attorneys-in-fact and agents with full power of substitution, for him or it and in his or its name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully 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 date indicated.
Signature Title Date --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: /s/ John C. Colligan - -------------------------------------- Chairman, President and Chief July 18, 1996 John C. Colligan Executive Officer PRINCIPAL FINANCIAL OFFICER AND ACCOUNTING OFFICER: /s/ Richard B. Wood - -------------------------------------- Vice President of Operations, July 18, 1996 Richard B. Wood Chief Financial Officer and Secretary ADDITIONAL DIRECTORS: /s/ Kevin F. Crowder - -------------------------------------- Director July 18, 1996 Kevin F. Crowder /s/ L. John Doerr - -------------------------------------- Director July 18, 1996 L. John Doerr - -------------------------------------- Director July __, 1996 James R. Von Ehr II - -------------------------------------- Director July __, 1996 C. Richard Kramlich /s/John C. Laing - -------------------------------------- Director July 18, 1996 John C. Laing /s/ Donald L. Lucas - -------------------------------------- Director July 18, 1996 Donald L. Lucas /s/ William B. Welty - -------------------------------------- Director July 18, 1996 William B. Welty
4 5 EXHIBIT INDEX
Exhibit No. Description Page 4.01 Registrant's Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 4.01 to the Registrant's registration statement on Form S-8 (File No. 33-89092 filed with the Commission on February 3, 1995). 4.02 Certificate of Amendment of Registrant's Restated Certificate of Incorporation (incorporated herein by reference to the Registrant's registration statement on Form 8-A/A filed with the Commission on October 5, 1995). 4.03 Registrant's Bylaws, as amended (incorporated herein by reference to Exhibit 3.02 to the Registrant's Registration Statement on Form S-1 (File No. 33-70624) declared effective by the Commission on December 10, 1993 (the "Form S-1")). 4.04 Amendment to Registrant's Bylaws effective October 15, 1993 (incorporated herein by reference to Exhibit 3.03 to the Form S-1). 4.05 Registrant's 1992 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.04 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1996 filed on June 27, 1996). 5.01 Opinion of Fenwick & West LLP. 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 Consent of KPMG Peat Marwick LLP, independent auditors. 23.03 Consent of Arthur Andersen LLP, independent auditors. 24.01 Power of Attorney (see page 4).
EX-5.01 2 OPINION OF FENWICK & WEST LLP 1 EXHIBIT 5.01 July 18, 1996 Macromedia, Inc. 600 Townsend Street, Suite 310W San Francisco, CA 94103 Gentlemen/Ladies: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission on or about July 19, 1996 in connection with the registration under the Securities Act of 1933, as amended, of 1,800,000 shares of your Common Stock (the "Common Stock") to be sold by you pursuant to stock options to be granted by you to your (or your parent's, subsidiaries' or affiliates') employees, officers, directors, consultants, independent contractors and advisors under your 1992 Equity Incentive Plan, as amended (the "1992 Plan"). As your counsel, we have examined the proceedings taken by you in connection with the adoption and amendment of the 1992 Plan. It is our opinion that the 1,800,000 shares of Common Stock that may be issued and sold by you pursuant to the stock options to be granted under the 1992 Plan, when issued and sold in the manner referred to in the relevant Prospectus associated with the Registration Statement, the 1992 Plan and accompanying stock options, will be legally issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments thereto. Very truly yours, Fenwick & West LLP EX-23.02 3 CONSENT OF INDEPENDENT AUDITORS 1 (Exhibit 23.02) Consent of Independent Auditors The Board of Directors Macromedia, Inc. and Subsidiaries: We consent to incorporation by reference in the registration statement on Form S-8 of Macromedia, Inc. of our report dated April 16, 1996, relating to the consolidated balance sheets of Macromedia, Inc. and subsidiaries as of March 31, 1996 and 1995, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 1996, and the related schedule, which report appears in the March 31, 1996, annual report on Form 10-K of Macromedia, Inc. As indicated in our report, we did not audit the financial statements of Altsys Corporation, a company acquired by Macromedia, Inc. in a business combination accounted for as a pooling of interests for the nine months ended September 30, 1994, and as of and for the year ended December 31, 1993. Those financial 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 Altsys Corporation for such periods, is based solely on the report of the other auditors. KPMG Peat Marwick LLP Palo Alto, California July 16, 1996 EX-23.03 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.03 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report on the financial statements of Altsys Corporation dated November 28, 1994 incorporated by reference in 1992 Equity Incentive Plan Registration Statement on Form S-8 of Macromedia, Inc. It should be noted that we have audited the financial statements of Altsys Corporation for the year ended December 31, 1993 and the nine-month period ended September 30, 1994. We have not audited any financial statements subsequent to September 30, 1994 or performed any audit procedures subsequent to the date of our report. Arthur Andersen LLP Dallas, Texas, July 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----