425 1 a2159488z425.htm 425

Filed by Macromedia, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Macromedia, Inc.
Commission File No. of Subject Company: 000-22688

*** *** ***

The following e-mail was sent to all employees of Macromedia, Inc. on June 8, 2005:

Date: Wednesday, June 8, 2005
To: All Macromedia Employees
From: The Integration Program Office
Re: Integration Planning Update


This is the third in a series of e-newsletters designed to keep you informed of the progress we are making in the Adobe + Macromedia acquisition. At this time, we are in the integration planning stage and once the transaction closes, the companies will begin implementing the integration plans that are currently under development. Below you will find some useful information and highlights of the progress we have made in the past two weeks.

ADBE + MACR INTEGRATION PLANNING—WHAT'S NEW?

Decisions Update

This week, after discussions with Macromedia, Adobe agreed to voluntarily withdraw and refile our pre-merger notification and report form relating to the pending acquisition of Macromedia. This move is a procedural step to provide the Antitrust Division of the United States Department of Justice (DOJ) with additional time to review the information submitted by both companies. We still anticipate that the transaction will close in the fall 2005 timeframe. Please see the related press release posted on Adobe's website
http://www.adobe.com/aboutadobe/pressroom/pressreleases/200506/06082005HSR.html

Integration Planning Team Progress

Charters and Objectives being Defined—The functional leads are making good progress in the assessment and early planning phase of the integration. Six of the 13 teams have confirmed their charters and objectives with the ISC, and the product-related integration teams are busy meeting with Shantanu and developing their workplans.

Cross-functional Business Processes Task Forces Forming—While it is important we have a plan for how each functional organization will operate after the acquisition closes, the ISC recognizes that it is crucial we look at the key business processes taking place across multiple organizations and teams. As a result, cross-functional task forces to focus on key business processes (product development to delivery, marketing awareness to purchase, quote to cash, post sales service and support, and org design to employee "onboarding") are being formed. The first of these teams, Quote to Cash, has been formed under the executive sponsorship of Murray Demo and Stephen Elop. Heading this team will be Bob Salera (Adobe—Finance), Barry Hills (Adobe—Product teams), and Scott Larrimer (Macromedia—Sales/Field Ops).

In the coming two weeks, cross-functional task force teams for Post-sales Service and Support (executive sponsors—Shantanu and Stephen), Marketing Awareness to Purchase (executive sponsor—Melissa Dyrdahl), Product Development to Delivery (executive sponsor—Shantanu), and Org Design to Employee "Onboarding" (executive sponsor—Theresa Townsley) will be formed.



ADBE + MACR—WHAT WE'RE HEARING

The press, customers and analysts continue to view Adobe's acquisition of Macromedia in a positive light. Here are links to some recent articles and commentaries:

    San Jose Mercury News
    May 29, 2005
    Adobe Chief Executive Talks About Acquiring Macromedia
    The San Jose Mercury News interviews Bruce Chizen on the Macromedia acquisition.
    http://www.mercurynews.com/mld/mercurynews/business/11767997.htm
    (free subscription required)

    San Jose Mercury News
    May 29, 2005
    Software Maker Looks To Video, Mobile
    The San Jose Mercury News writes about Adobe's move into the video and mobile spaces with the Macromedia acquisition.
    http://www.mercurynews.com/mld/mercurynews/business/11767998.htm
    (free subscription required)

    Los Angeles Times
    May 23, 2005
    Adobe Aims To Be Even More Portable
    Los Angeles Times columnist Michael Hiltzik profiles Adobe, highlighting the Macromedia acquisition and potential plans in the mobile space.
    http://www.latimes.com/technology/la-fi-golden23may23,1,2128241.column?coll=la-headlines-technology

    CNET—Japan
    May 23, 2005
    Adobe President Discusses Value Realized through Adobe/Macromedia Merger
    CNET publishes an article in which Shantanu Narayen comments on the potential combination of PDF with Macromedia's Flash technology.
    http://japan.cnet.com/interview/story/0,2000050154,20083761,00.htm

ADBE + MACR—WANT TO LEARN MORE?

Knowing the Business Sessions Hosted at Adobe and Macromedia

On Tuesday, June 7, Betsey Nelson presented the first "Acquisition and Integration Overview" in San Francisco. This is intended to be an interactive presentation for employees to get more insight into the integration process and what they can expect over the coming months. We cover the following issues:

  Merger basics
1   Adobe/Macromedia merger
2   Integration Planning
  Objectives
1   Timeline
2   Structure
  Top employee questions
1   Ongoing communications

Additional sessions are scheduled for this week and next in San Francisco, and in other major locations over the coming weeks and months.

During the integration planning process there will be more opportunities for you to learn more about the process itself and Adobe's products, people and culture. There will be some programs available to all employees and others that are designed specifically for those of you who manage teams. Information about these programs is available on Macronet at http://macronet/hr/adobe_integration/. We continue to update this site as new information is available so please check in regularly.



Please continue to send your feedback and questions to icom@macromedia.com

More Information

Information regarding this transaction is located on the Adobe and Macromedia Acquisition Web page:
http://www.adobe.com/aboutadobe/invrelations/adobeandmacromedia.html/.


FORWARD LOOKING STATEMENTS
This email includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements in this email include, without limitation, benefits of the proposed merger, and other matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this email. Such risk factors include, among others: difficulties encountered in integrating merged businesses; uncertainties as to the timing of the merger; approval of the transaction by the stockholders of the companies; the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals; whether certain market segments grow as anticipated; the competitive environment in the software industry and competitive responses to the proposed merger; and whether the companies can successfully develop new products and the degree to which these gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this email. Additional information concerning these and other risk factors is contained in Adobe's and Macromedia's most recently filed Forms 10-K and 10-Q.

Adobe and Macromedia undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this email. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this email. All forward-looking statements are qualified in their entirety by this cautionary statement.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
Adobe Systems Incorporated intends to file a registration statement on Form S-4, and Adobe and Macromedia, Inc. intend to file a related joint proxy statement/prospectus, in connection with the merger transaction involving Adobe and Macromedia. Investors and security holders are urged to read the registration statement on Form S-4 and the related joint proxy/prospectus when they become available because they will contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC on their Web site at http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Adobe by contacting Adobe Investor Relations at 408-536-4416. Investors and security holders may obtain free copies of the documents filed with the SEC by Macromedia by contacting Macromedia Investor Relations at 415-252-2106.

Adobe, Macromedia and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Adobe and Macromedia in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the joint proxy statement/prospectus of Adobe and Macromedia described above. Additional information regarding the directors and executive officers of Adobe is also included in Adobe's proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on March 14, 2005. Additional information regarding the directors and executive officers of Macromedia is also included in Macromedia's proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on June 21, 2004 and Macromedia's proxy statement for a Special Meeting of Stockholders, which was filed with the SEC on October 6, 2004. These documents are available free of charge at the SEC Web site (http://www.sec.gov) and from Investor Relations at Adobe and Macromedia as described above.