-----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, Fp6LvBA13M2Fev1FAO2Or/RvaJ4PzQ4SywHbKvxbaihc/7wVb25TVV+cpP+V1BLS +8KIDHSBplXCeCqnViyjNw== 0000891618-01-500234.txt : 20010410 0000891618-01-500234.hdr.sgml : 20010410 ACCESSION NUMBER: 0000891618-01-500234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010320 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010404 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: 8-K SEC ACT: SEC FILE NUMBER: 000-22688 FILM NUMBER: 1595481 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 8-K 1 f71339e8-k.txt FORM 8-K 1 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): MARCH 20, 2001 MACROMEDIA, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE ------------------------------------------------------ (State or other jurisdiction of incorporation) 000-22688 94-31550268 - ---------------------------- -------------------------- (Commission (IRS Employer File Number) Identification No.)
600 TOWNSEND ST., SAN FRANCISCO, CA 94103 - ---------------------------------------- ------------ (Address of principal executive offices) (Zip Code)
(415) 252-2000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS. On March 20, 2001, we completed our acquisition of Allaire Corporation, a Delaware corporation. As a result of the transaction, we exchanged 0.2 shares of our stock and $3 in cash for each outstanding Allaire share upon closing, or a total of 5.6 million shares of Macromedia common stock and $83.3 million in cash for all outstanding Allaire shares. The source of the funds for this acquisition was a $65.0 million loan from Allaire and $18.3 million from our working capital. The loan from Allaire became an intercompany debt upon the closing of the transaction and will be eliminated in our consolidated financial statements. The transaction will be accounted for as a purchase business combination. As a result of the acquisition, we acquired certain plant, equipment or other physical property that Allaire used in its business and we intend to rationalize the continued use consistent with our long-term business objectives. Allaire provides Internet software products for companies building their businesses on the Web. In connection with the merger, we entered into employment agreements with nine employees of Allaire, including Jeremy Allaire, who joins us as our Chief Technology Officer, and Timothy Yeaton, who joins us as our General Manager, Server Product Group. A copy of the press release announcing the completion of the acquisition is attached as an exhibit under Item 7(c) of this report. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. We intend to file by amendment the required historical financial statements for Allaire not later than 60 days after the date that this Form 8-K must be filed. (b) Pro Forma Financial Information. We intend to file by amendment the required pro forma financial statements reflecting the acquisition of Allaire not later than 60 days after the date that this Form 8-K must be filed. (c) Exhibits. The exhibits to this report are listed in the Exhibit index set forth below. 2.01 Amended and Restated Agreement and Plan of Merger dated January 29, 2001, by and among Macromedia, Inc., Alaska Acquisition Corporation, and Allaire Corporation. (1) 2.02 Stock Option Agreement dated January 16, 2001 by and between Macromedia, Inc. and Allaire Corporation. (2) 2.03 Form of Voting Agreement dated January 16, 2001, by and between Macromedia, Inc. and each of certain individual stockholders of Allaire Corporation. (3) 99.01 Press Release dated January 16, 2001. (4) 99.02 Press Release dated March 20, 2001. * 2 3 (1) Incorporated by reference to Exhibit 2.01 to the Registrant's Registration Statement on Form S-4 (File No. 333-54930) filed with the Commission on February 2, 2001. (2) Incorporated by reference to Exhibit 2.02 to the Registrant's Current Report on Form 8-K filed with the Commission on January 24, 2001. (3) Incorporated by reference to Exhibit 2.03 to the Registrant's Current Report on Form 8-K filed with the Commission on January 24, 2001. (4) Incorporated by reference to Exhibit 99.01 to the Registrant's Current Report on Form 8-K filed with the Commission on January 24, 2001. * Filed herewith. 3 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MACROMEDIA, INC. Date: April 3, 2001 By: /s/ Elizabeth A. Nelson ------------------------------------- Elizabeth A. Nelson, Executive Vice President and Chief Financial Officer 4 EX-99.02 2 f71339ex99-02.txt EXHIBIT 99.02 1 Exhibit 99.02 MACROMEDIA COMPLETES MERGER WITH ALLAIRE SAN FRANCISCO, March 20 -- Macromedia (Nasdaq: MACR) today announced the completion of its merger with Allaire Corporation, a leading provider of software for companies building their business on the Web. Macromedia previously announced a definitive agreement to merge with Allaire on January 16, 2001. The transaction brings together market-leading server, development and playback software to make building professional Web sites more efficient, affordable, and accessible. ABOUT MACROMEDIA Macromedia is passionate about what the Web can be. Its award-winning products empower designers and developers to efficiently create and deliver the most engaging experiences on the Web, and enable innovative Internet business solutions. Headquartered in San Francisco, Macromedia has more than 1,700 employees worldwide and is available on the Internet at www.macromedia.com. -----END PRIVACY-ENHANCED MESSAGE-----