-----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, B0fFK4Z2cd6Y/Bglyb8vAUOdgvQuMYILkU2UMI7Nh73ZPAtyZZjX77SOchNxmSCB YkoFV8g+rPBjmdxmc01HIA== 0000891618-01-500976.txt : 20010531 0000891618-01-500976.hdr.sgml : 20010531 ACCESSION NUMBER: 0000891618-01-500976 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010530 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-46093 FILM NUMBER: 1650816 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 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: SC TO-I/A 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 SC TO-I/A 1 f72173a2scto-ia.txt FORM TO 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934. (Amendment No. 2)* MACROMEDIA, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 556100105 (CUSIP Number of Class of Securities) ELIZABETH A. NELSON EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY MACROMEDIA, INC. 600 TOWNSEND STREET SAN FRANCISCO, CALIFORNIA 94103 (415) 252-2000 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: HORACE L. NASH, ESQ. ROBERT A. FREEDMAN, ESQ. ANDREW J. SCHULTHEIS, ESQ. FENWICK & WEST LLP TWO PALO ALTO SQUARE PALO ALTO, CA 94306 (650) 494-0600 CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $133,820,046 $26,765 - --------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 12,342,311 shares of common stock of Macromedia, Inc. having an aggregate value of $133,820,046 as of May 3, 2001 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated 2 based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934 equals one-fiftieth of one percent of the value of the transaction. ** Previously filed [ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid: Not applicable. --------------------------------- Form or Registration No.: Not applicable. ------------------------------- Filing Party: Not applicable. -------------------------------------------- Date Filed: Not applicable. ---------------------------------------------- [ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14d-1. [X] ISSUER TENDER OFFER SUBJECT TO RULE 13e-4. [ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13e-3. [ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by Macromedia, Inc. (the "Company") with the Securities and Exchange Commission on May 4, 2001 (the "Schedule TO"), relating to an offer by the Company to exchange options that were granted and are outstanding under the Macromedia, Inc. 1992 Equity Incentive Plan, the Macromedia, Inc. 1999 Stock Option Plan and the Andromedia, Inc. 1999 Stock Plan, along with some non-plan option grants originally granted by Macromedia, for new options to purchase shares of common stock to be granted by the Company upon the terms and subject to the conditions described in the Offer to Exchange that was filed as an exhibit to the Schedule TO. This Amendment No. 2 amends and supplements the Schedule TO, in order to file as Exhibits (a)(13) and (a)(14) email messages to be sent to optionees, reminding them of the expiration of the Offer to Exchange. 3 Item 12. Exhibits. (a)(1) Offer to Exchange, dated May 4, 2001.* (a)(2) Form of Election Form.* (a)(3) Form of Notice of Change in Election From Accept to Reject.* (a)(4) Form of Notice of Change in Election From Reject to Accept.* (a)(5) Transcript of excerpts of webcast message from Robert Burgess to Macromedia employees.* (a)(6) Email message from Franci Claudon to optionees to whom the exchange offer is being made.* (a)(7) Press release announcing exchange offer dated May 4, 2001.* (a)(8) Macromedia, Inc. Annual Report on Form 10-K for its fiscal year ended March 31, 2000, filed with the Securities and Exchange Commission on June 27, 2000 and incorporated herein by reference. (a)(9) Macromedia, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 2000, filed with the Securities and Exchange Commission on February 2, 2001 and incorporated herein by reference. (a)(10) Amended and Restated Offer to Exchange, dated May 17, 2001.* (a)(11) Email message from Franci Clandon to optionees, transmitting the Amended and Restated Offer to Exchange.* (a)(12) Form of confirmation to be sent to optionees electing to participate in the Offer to Exchange.* (a)(13) Email message to be sent to optionees on May 30, 2001 and June 1, 2001, reminding them of the expiration of the Offer to Exchange. (a)(14) Email message to be sent to optionees on June 4, 2001, reminding them of the expiration of the Offer to Exchange. (b) Not applicable. (d)(1) Macromedia, Inc. 1992 Equity Incentive Plan. Filed as Exhibit 4.05 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 17, 2000 and incorporated herein by reference. (d)(2) Macromedia, Inc. 1999 Stock Option Plan. Filed as Exhibit 4.07 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 17, 2000 and incorporated herein by reference. (d)(3) Andromedia, Inc. 1999 Stock Plan. Filed as Exhibit 4.09 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on December 17, 1999 and incorporated herein by reference. (d)(4) Form of non-plan stock option grant. Filed as Exhibit 4.08 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 17, 2000 and incorporated herein by reference. (d)(5) Form of New Option Agreement Pursuant to the Macromedia, Inc. 1992 Equity Incentive Plan.* (d)(6) Form of New Option Agreement Pursuant to the Macromedia, Inc. 1999 Stock Option Plan.* 4 (d)(7) Form of New Option Agreement Pursuant to the Andromedia, Inc. 1999 Stock Plan.* (e) Not applicable. (f) Not applicable. Item 13. Information Required by Schedule 13E-3. (a) Not applicable. * Previously filed. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated: May 30, 2001 MACROMEDIA, INC. /s/ Loren E. Hillberg -------------------------------------- Loren E. Hillberg Senior Vice President, General Counsel 5 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- (a)(1) Offer to Exchange, dated May 4, 2001.* (a)(2) Form of Election Form.* (a)(3) Form of Notice of Change in Election From Accept to Reject.* (a)(4) Form of Notice of Change in Election From Reject to Accept.* (a)(5) Transcript of excerpts of webcast message from Robert Burgess to Macromedia employees.* (a)(6) Email message from Franci Claudon to optionees to whom the exchange offer is being made.* (a)(7) Press release announcing exchange offer dated May 4, 2001.* (a)(8) Macromedia, Inc. Annual Report on Form 10-K for its fiscal year ended March 31, 2000, filed with the Securities and Exchange Commission on June 27, 2000 and incorporated herein by reference. (a)(9) Macromedia, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 2000, filed with the Securities and Exchange Commission on February 2, 2001 and incorporated herein by reference. (a)(10) Amended and Restated Offer to Exchange, dated May 17, 2001.* (a)(11) Email message from Franci Clandon to optionees, transmitting the Amended and Restated Offer to Exchange.* (a)(12) Form of confirmation to be sent to optionees electing to participate in the offer to exchange.* (a)(13) Email message to be sent to optionees on May 30, 2001 and June 1, 2001, reminding them of the expiration of the Offer to Exchange. (a)(14) Email message to be sent to optionees on June 4, 2001, reminding them of the expiration of the Offer to Exchange. (d)(1) Macromedia, Inc. 1992 Equity Incentive Plan. Filed as Exhibit 4.05 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 17, 2000 and incorporated herein by reference. (d)(2) Macromedia, Inc. 1999 Stock Option Plan. Filed as Exhibit 4.07 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 17, 2000 and incorporated herein by reference. (d)(3) Andromedia, Inc. 1999 Stock Plan. Filed as Exhibit 4.09 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on December 17, 1999 and incorporated herein by reference. (d)(4) Form of non-plan stock option grant. Filed as Exhibit 4.08 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 17, 2000 and incorporated herein by reference. (d)(5) Form of New Option Agreement Pursuant to the Macromedia, Inc. 1992 Equity Incentive Plan.* 6 (d)(6) Form of New Option Agreement Pursuant to the Macromedia, Inc. 1999 Stock Option Plan.* (d)(7) Form of New Option Agreement Pursuant to the Andromedia, Inc. 1999 Stock Plan.* * Previously filed. EX-99.(A)(13) 2 f72173a2ex99-a13.txt EXHIBIT (A)(13) 1 Exhibit (a)(13) To: All Employees of Macromedia Subject: OPTION EXCHANGE OFFER EXPIRES ON JUNE 4TH Macromedia's Offer to Exchange Options expires at 5 P.M., PACIFIC TIME, JUNE 4, 2001. - We must RECEIVE your completed and signed election form no later than 5 p.m., Pacific Time, June 4, 2001. - No exceptions can be made - if we do not receive your election form by the deadline, you will not be able to participate in this offer. - Once the offer ends, any election you make is irrevocable -- you will not be able to change it. - If you have not received your election form, send an email to Darrell Hong immediately. - Options repriced by Allaire prior to the closing of the merger are not eligible for exchange. The full details of the offer are available at http://macronet.macromedia.com/stocks/pages/exchange.htm. Please read ALL of the information regarding this offer carefully before deciding whether or not you want to participate. EX-99.(A)(14) 3 f72173a2ex99-a14.txt EXHIBIT (A)(14) 1 (a)(14) To: All Employees of Macromedia Subject: OPTION EXCHANGE OFFER EXPIRES TODAY AT 5 P.M. PACIFIC TIME Macromedia's Offer to Exchange Options expires at 5 P.M., PACIFIC TIME, TODAY - JUNE 4, 2001. - We must RECEIVE your completed and signed election form no later than 5 p.m., Pacific Time, TODAY. - NO EXCEPTIONS CAN BE MADE - IF WE DO NOT RECEIVE YOUR ELECTION FORM BY THE DEADLINE, YOU WILL NOT BE ABLE TO PARTICIPATE IN THIS OFFER. - Once the offer ends, any election you make is irrevocable -- you will not be able to change it. - If you have not received your election form, send an email to Darrell Hong immediately. - Options repriced by Allaire prior to the closing of the merger are not eligible for exchange. The full details of the offer are available at http://macronet.macromedia.com/stocks/pages/exchange.htm. Please read ALL of the information regarding this offer carefully before deciding whether or not you want to participate. -----END PRIVACY-ENHANCED MESSAGE-----