-----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, OftXQQIaYY8a7Rjd7tOBBZwh9573SvxjPV+aLm13mO93hTXqqVI5Fk63yI9ziQE9 kHGWwtOMnRpybMagWzPW8g== 0000913949-05-000154.txt : 20051206 0000913949-05-000154.hdr.sgml : 20051206 20051206210429 ACCESSION NUMBER: 0000913949-05-000154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051203 FILED AS OF DATE: 20051206 DATE AS OF CHANGE: 20051206 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BURGESS ROBERT K CENTRAL INDEX KEY: 0001198782 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22688 FILM NUMBER: 051248383 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: MACROMEDIA/ 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2005-12-03 0 0000913949 MACROMEDIA INC MACR 0001198782 BURGESS ROBERT K MACROMEDIA/ 601 TOWNSEND STREET SAN FRANCISCO CA 94103 1 1 0 0 Chairman Common Stock 2005-12-03 4 D 0 112861 D 0 D Common Stock 2005-12-03 4 D 0 1176 D 0 I by Trust Incentive Stock Option (right to buy) 13.39 2005-12-03 4 D 0 9957 D 2012-02-21 Common Stock 9957 0 D Incentive Stock Option (right to buy) 28 2005-12-03 4 D 0 10713 D 2009-08-10 Common Stock 10713 0 D Non-Qualified Stock Option (right to buy 7.77 2005-12-03 4 D 0 87500 D 2012-09-12 Common Stock 87500 0 D Non-Qualified Stock Option (right to buy 13.39 2005-12-03 4 D 0 192295 D 2012-02-21 Common Stock 192295 0 D Non-Qualified Stock Option (right to buy 15.99 2005-12-03 4 D 0 400000 D 2010-04-18 Common Stock 400000 0 D Non-Qualified Stock Option (right to buy 28 2005-12-03 4 D 0 239287 D 2009-08-10 Common Stock 239287 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. Options owned by Trusts maintained for benefit of children; Robert Burgess is Trustee. 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. This option shall become exercisable as to 4.1667% of the shares at the end of each full month following the option grant date. These options were granted in exchange for options previously cancelled as part of Company's option exchange program (see June, 2000 Form 4). 62.5% of the options vest and become exercisable on October 18, 2002, the remainder vest 2.0833% at the end of each succeeding month until the options are fully vested. By: Elizabeth A Nelson For: Robert K Burgess 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, Betsey Nelson and David Bernstein, 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 13th day of September, 2002. Signature ____/s/_Robert_K_Burgess____ Robert K Burgess -----END PRIVACY-ENHANCED MESSAGE-----