-----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, TCusq2YBl6J572JS8r8D73z99Vi0G+LaiWOJkLocXc7MpfsAwRlTX8YWfZyTe24f bl0Uo8JeUTWJQq7J2/PgQg== 0000913949-05-000152.txt : 20051206 0000913949-05-000152.hdr.sgml : 20051206 20051206210356 ACCESSION NUMBER: 0000913949-05-000152 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051203 FILED AS OF DATE: 20051206 DATE AS OF CHANGE: 20051206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bernstein David C CENTRAL INDEX KEY: 0001288881 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22688 FILM NUMBER: 051248381 BUSINESS ADDRESS: BUSINESS PHONE: 415-832-2000 MAIL ADDRESS: STREET 1: 601 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: 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 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 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2005-12-03 0 0000913949 MACROMEDIA INC MACR 0001288881 Bernstein David C MACROMEDIA/ 601 TOWNSEND STREET SAN FRANCISCO CA 94103 0 1 0 0 VP, Finance Common Stock 2005-12-03 4 D 0 4829 D 0 D Incentive Stock Option (right to buy) 35.06 2005-12-03 4 D 0 8269 D 2015-02-11 Common Stock 8269 0 D Non-Qualified Stock Option (right to buy 7.77 2005-12-03 4 D 0 2292 D 2012-09-12 Common Stock 2292 0 D Non-Qualified Stock Option (right to buy 12.11 2005-12-03 4 D 0 3125 D 2013-03-27 Common Stock 3125 0 D Non-Qualified Stock Option (right to buy 16.02 2005-12-03 4 D 0 2583 D 2011-12-17 Common Stock 2583 0 D Non-Qualified Stock Option (right to buy 17.55 2005-12-03 4 D 0 6000 D 2014-01-30 Common Stock 6000 0 D Non-Qualified Stock Option (right to buy 35.06 2005-12-03 4 D 0 1731 D 2015-02-11 Common Stock 1731 0 D Disposed of pursuant to merger agreement between issuer and Adobe Systems in exchange for 1.38 shares of Adobe Systems common stock having a market value of $34.97 per share for each share of issuer's common stock on the effective date of the merger. This option shall become exercisable as to 25% of the shares twelve months following the option grant date and as to 2.0833% of the shares at the end of each full month following such date. Pursuant to the merger agreement between Macromedia and Adobe Systems, each Macromedia, Inc. outstanding stock option was assumed by Adobe Systems Inc. based on the conversion ratio of 1.38 shares of Adobe Systems common stock for each share of Macromedia, Inc. common stock. The exercise price of Adobe Systems stock options will be equal to the exercise price of the Macromedia stock options divided by 1.38. Option is exercisable as to 3,958 shares as of April 26, 2004, and becomes exercisable as to an additional 208 shares on the 12th day of each month thereafter, becoming fully exercisable on September 12, 2006. Option is exercisable as to 2,917 shares as of April 26, 2004, and becomes exercisable as to an additional 208 shares on the 1st day of each month thereafter, becoming fully exercisable on February 1, 2007. Option is exercisable as to 19,000 shares as of April 26, 2004, and becomes exercisable as to an additional 1,250 shares on the 17th day of each month thereafter, becoming fully exercisable on December 17, 2005. This option shall become exercisable as to 25% of the shares on January 30, 2005, and as to 2.0833% of the shares at the end of each full month following such date. By: Elizabeth A Nelson For: David C Bernstein 2005-12-06 EX-24 2 powerofattorney.txt EDGAR SUPPORTING DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Loren Hillberg and Betsey Nelson, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Macromedia (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of April, 2004. Signature ____/s/_David_C_Bernstein____ David C Bernstein -----END PRIVACY-ENHANCED MESSAGE-----