S-8

As filed with the Securities and Exchange Commission on August 20, 2001

Registration No. 333- _______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACROMEDIA, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 94-3155026
(I.R.S. employer
identification no.)

600 Townsend Street
San Francisco, California 94103
(Address of principal executive offices)
Macromedia, Inc. 1992 Equity Incentive Plan
Macromedia, Inc. 1993 Directors Stock Option Plan
(Full titles of the plans)
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 number, including area code, of agent for service)

Copies to:

Robert A. Freedman, Esq.
Andrew J. Schultheis, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306

CALCULATION OF REGISTRATION FEE

	Amount			Proposed Maximum			Proposed Maximum
	to be			Offering Price Per			Aggregate Offering			Amount of
Title of Securities to be Registered	Registered			Share			Price			Registration Fee
Common Stock, par value $0.001, to be issued under Macromedia, Inc. 1992 Equity Incentive Plan.		2,180,000	(1)	$	14.87	(2)	$	32,416,600	(2)	$	8,104
Common Stock, par value $0.001, to be issued under Macromedia, Inc. 1993 Directors Stock Option Plan.		131,943	(3)	$	14.87	(2)	$	1,961,992	(2)	$	491
Common Stock, par value $0.001, issued under Macromedia, Inc. 1993 Directors Stock Option Plan.		58,057	(3)	$	17.15	(4)	$	995,678	(4)	$	249
										Total Fee:
										$	8,844

(1)	Represents shares added to the pool of shares available for issuance under the Registrant’s 1992 Equity Incentive Plan.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 and based upon an average of the high and low prices reported on the Nasdaq National Market on August 16, 2001.
(3)	Represents shares added to the pool of shares available for issuance under the Registrant’s 1993 Directors Stock Option Plan.
(4)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 and based upon the price at which the options may be exercised.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.01
EXHIBIT 4.02
EXHIBIT 4.03
EXHIBIT 5.01
EXHIBIT 23.02

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001 filed on June 11, 2001, which Annual Report contains audited consolidated financial statements as of March 31, 2001 and 2000 and for each of the years in the three-year period ended March 31, 2001;
(b)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 filed on August 3, 2001;
(c)	The Registrant’s Current Report on Form 8-K filed on April 4, 2001, as amended on the Registrant’s Form 8-K/A filed on June 4, 2001;
(d)	The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed on October 22, 1993, as amended on the Registrant’s Form 8-A/A filed on October 5, 1995, including any amendment or report filed for the purpose of updating such description.
(e)	The Registrant’s registration statement on Form S-8 (File No. 333-64141) filed on September 24, 1998.
(f)	The Registrant’s registration statement on Form S-8 (File No. 333-44016) filed on August 17, 2000.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 8. Exhibits

Exhibit No.	Description
4.01	Registrant’s Amended and Restated Certificate of Incorporation.*
4.02	Certificate of Amendment of Registrant’s Amended and Restated Certificate of Incorporation.*
4.03	Certificate of Amendment of Registrant’s Amended and Restated Certificate of Incorporation.*
4.04	Registrant’s Amended and Restated Bylaws effective May 3, 2001.(a)
4.05	Registrant’s 1992 Equity Incentive Plan, as amended.(b)
4.06	Registrant’s 1993 Directors Stock Option Plan, as amended.(b)
5.01	Opinion of Loren Hillberg, Senior Vice President, General Counsel.*
23.01	Consent of Loren Hillberg, Senior Vice President, General Counsel (included in Exhibit 5.01).*
23.02	Consent of KPMG LLP.*
24.01	Power of Attorney (see signature pages).*

(a)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001.
(b)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.
(*)	Filed herewith.

II-1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 20th day of August, 2001.

MACROMEDIA, INC.
	By:	/s/ Elizabeth A. Nelson
		Elizabeth A. Nelson Executive Vice President, Chief Financial Officer and Secretary

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Loren E. Hillberg and Elizabeth A. Nelson, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer
/s/ Robert K. Burgess Robert K. Burgess	Chairman, Chief Executive Officer and a Director	August 20, 2001
Principal Financial and Accounting Officer:
/s/ Elizabeth A. Nelson Elizabeth A. Nelson	Executive Vice President, Chief Financial Officer and Secretary	August 20, 2001
Additional Directors:
/s/ John (Ian) Giffen John (Ian) Giffen	Director	August 20, 2001
Mark D. Kvamme	Director
/s/ Donald L. Lucas Donald L. Lucas	Director	August 20, 2001
/s/ Alan Ramadan Alan Ramadan	Director	August 20, 2001
/s/ William B. Welty William B. Welty	Director	August 20, 2001

II-2

EXHIBIT INDEX

Exhibit No.	Description
4.01	Registrant’s Amended and Restated Certificate of Incorporation.*
4.02	Certificate of Amendment of Registrant’s Amended and Restated Certificate of Incorporation.*
4.03	Certificate of Amendment of Registrant’s Amended and Restated Certificate of Incorporation.*
4.04	Registrant’s Amended and Restated Bylaws effective May 3, 2001.(a)
4.05	Registrant’s 1992 Equity Incentive Plan, as amended.(b)
4.06	Registrant’s 1993 Directors Stock Option Plan, as amended.(b)
5.01	Opinion of Loren Hillberg, Senior Vice President, General Counsel.*
23.01	Consent of Loren Hillberg, Senior Vice President, General Counsel (included in Exhibit 5.01).*
23.02	Consent of KPMG LLP.*
24.01	Power of Attorney (see signature pages).*

(a)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001.
(b)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.
(*)	Filed herewith.

EX-4.01 3 f75190ex4-01.txt EXHIBIT 4.01 1 EXHIBIT 4.01 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MACROMEDIA, INC. (ORIGINALLY INCORPORATED ON FEBRUARY 25, 1992 UNDER THE NAME OF MMAW CONSOLIDATION CORP.) ARTICLE I The name of the corporation is Macromedia, Inc. ARTICLE II The address of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent. The name of its registered agent at that address is The Prentice-Hall Corporation Systems, Inc. ARTICLE III The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of all classes of stock which the corporation has authority to issue is Forty Five Million (45,000,000) shares, consisting of two classes: Forty Million (40,000,000) shares of Common Stock, $0.001 par value per share, and Five Million (5,000,000) shares of Preferred Stock, $0.001 par value per share. The Board of Directors is authorized, subject to any limitations prescribed by the law of the State of Delaware, to provide for the issuance of the shares of Preferred Stock in one or more series, and, by filing a certificate of designation pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof, and to increase or decrease the number of shares of any such series (but not below the number of shares of such series then outstanding). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote, unless a vote of any other holders is required pursuant to a certificate or certificates establishing a series of Preferred Stock. Except as otherwise expressly provided in any certificate of designation designating any series of Preferred Stock pursuant to the foregoing provisions of this Article IV, any new series of Preferred Stock may be designated, fixed and determined as provided herein by the Board of 2 Directors without approval of the holders of Common Stock or the holders of Preferred Stock, or any series thereof, and any such new series may have powers, preferences and rights, including, without limitation, voting rights, dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to or pari passu with the rights of the Common Stock, the Preferred Stock, or any future class or series of Preferred Stock or Common Stock. ARTICLE V The stockholders of the corporation shall have the power to adopt, amend or repeal Bylaws of the corporation. The Board of Directors of the corporation shall also have the power to adopt, amend or repeal Bylaws of the corporation, except insofar as Bylaws adopted by the stockholders shall otherwise provide. ARTICLE VI Election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. ARTICLE VII A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision. Macromedia, Inc., a Delaware corporation, hereby certifies that the foregoing Amended and Restated Certificate of Incorporation, which restates, integrates and further amends the provisions of the Restated Certificate of Incorporation of this corporation as heretofore amended or supplemented, has been duly adopted by the corporation's Board of Directors and stockholders in accordance with Sections 242 and 245 of the Delaware General Corporation Law. The total number of outstanding shares entitled to vote with respect to the amendment was 10,658,770 of Common Stock. Upon the corporation's initial public offering, all of the outstanding shares of Preferred Stock were converted into Common Stock and there were no 2 3 outstanding shares of Preferred Stock. A majority of the outstanding shares of Common Stock voted in favor of the amendment. IN WITNESS WHEREOF, said corporation has caused this Restated Certificate of Incorporation to be signed by its duly authorized officers this 17th day of August, 1994. MACROMEDIA, INC. By: /s/ John C. Colligan -------------------------------------- John C. Colligan, President ATTEST: /s/ Richard B. Wood - ---------------------------------- Richard B. Wood, Secretary 3 EX-4.02 4 f75190ex4-02.txt EXHIBIT 4.02 1 EXHIBIT 4.02 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF MACROMEDIA, INC. Macromedia, Inc., a Delaware corporation, does hereby certify that the following amendments to the corporation's Restated Certificate of Incorporation have been duly adopted by the corporation's Board of Directors and stockholders in accordance with the provisions of Section 242 of the Delaware General Corporation Law. The total number of outstanding shares entitled to vote with respect to the amendment was 16,956,030 of Common Stock. There were no outstanding shares of Preferred Stock. A majority of the outstanding shares of Common Stock voted in favor of the amendment: The first paragraph of Article IV is amended to read as follows: "The total number of shares of all classes of stock which the corporation has authority to issue is Eighty Five Million (85,000,000) shares, consisting of two classes: Eighty Million (80,000,000) shares of Common Stock, $0.001 par value per share, and Five Million (5,000,000) shares of Preferred Stock, $0.001 par value per share." IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment to be signed and attested by its duly authorized officers this 21st day of September, 1995. MACROMEDIA, INC. By: /s/ John C. Colligan --------------------------------- John C. Colligan, President ATTEST: /s/ Richard B. Wood - --------------------------------- Richard B. Wood, Secretary EX-4.03 5 f75190ex4-03.txt EXHIBIT 4.03 1 EXHIBIT 4.03 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MACROMEDIA, INC. Macromedia, Inc., a Delaware corporation, does hereby certify that the following amendment to the corporation's Amended and Restated Certificate of Incorporation has been duly adopted by the corporation's Board of Directors and stockholders in accordance with the provisions of Section 242 of the Delaware General Corporation Law. The total number of outstanding shares entitled to vote with respect to the amendment was 51,927,141 shares of Common Stock. There were no outstanding shares of Preferred Stock. A majority of the outstanding shares of Common Stock voted in favor of the amendment. The first paragraph of Article IV is amended to read as follows: "The total number of shares of all classes of stock which the corporation has authority to issue is Two Hundred Five Million (205,000,000) shares, consisting of two classes: Two Hundred Million (200,000,000) shares of Common Stock, $0.001 par value per share, and Five Million (5,000,000) shares of Preferred Stock, $0.001 par value per share." IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 11th day of August, 2000. MACROMEDIA, INC. By: /s/ Elizabeth A. Nelson -------------------------------- Elizabeth A. Nelson, Chief Financial Officer and Secretary EX-5.01 6 f75190ex5-01.txt EXHIBIT 5.01 1 Exhibit 5.01 August 20, 2001 Macromedia, Inc. 600 Townsend Street San Francisco, CA 94103 Ladies and Gentleman: Reference is made to that certain Registration Statement on Form S-8 (the "Registration Statement") to be filed by Macromedia, Inc. (the "Company") with the Securities and Exchange Commission on or about August 20, 2001 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,370,000 shares of the Company's Common Stock, par value $0.001, (the "Stock") subject to issuance upon the exercise of (a) options for up to 2,180,000 shares of Stock granted or to be granted under the Company's 1992 Equity Incentive Plan (the "Equity Plan") and (b) options for up to 190,000 shares of Stock granted or to be granted under the Company's 1993 Directors Stock Option Plan (the "Directors Plan"). In connection with the proposed filing of the Registration Statement by the Company, I am of the opinion that the 2,370,000 shares of Stock that may be issued and sold by the Company upon the exercise of stock options granted or to be granted under the Equity Plan and the Directors Plan, when issued, sold and delivered in accordance with the applicable plan and in the manner and for the consideration stated in the Registration Statement and the relevant prospectuses prepared in connection with the Registration Statement, will be validly issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the Registration Statement. I render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing federal laws of the United States of America and, with respect to the validity of corporate action and the requirements for the issuance of stock, the General Corporation Law of Delaware. Very truly yours, /s/ Loren Hillberg ------------------ Loren Hillberg Senior Vice President, General Counsel EX-23.02 7 f75190ex23-02.txt EXHIBIT 23.02 1 EXHIBIT 23.02 CONSENT OF KPMG LLP The Board of Directors Macromedia, Inc. We consent to incorporation herein by reference in this registration statement on Form S-8 of Macromedia, Inc. of our report dated April 27, 2001, except as to Note 21 which is as of June 1, 2001, relating to the consolidated balance sheets of Macromedia, Inc. and subsidiaries as of March 31, 2001 and 2000, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2001 and the related financial statement schedule, which report appears in the March 31, 2001, annual report on Form 10-K of Macromedia, Inc. /s/ KPMG LLP Mountain View, California August 17, 2001 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.01

   1
                                                                    EXHIBIT 4.01

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                MACROMEDIA, INC.

                  (ORIGINALLY INCORPORATED ON FEBRUARY 25, 1992
                   UNDER THE NAME OF MMAW CONSOLIDATION CORP.)


                                    ARTICLE I

                 The name of the corporation is Macromedia, Inc.

                                   ARTICLE II

        The address of the registered office of the corporation in the State of
Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent.
The name of its registered agent at that address is The Prentice-Hall
Corporation Systems, Inc.

                                   ARTICLE III

        The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                                   ARTICLE IV

        The total number of shares of all classes of stock which the corporation
has authority to issue is Forty Five Million (45,000,000) shares, consisting of
two classes: Forty Million (40,000,000) shares of Common Stock, $0.001 par value
per share, and Five Million (5,000,000) shares of Preferred Stock, $0.001 par
value per share.

        The Board of Directors is authorized, subject to any limitations
prescribed by the law of the State of Delaware, to provide for the issuance of
the shares of Preferred Stock in one or more series, and, by filing a
certificate of designation pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, to fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such series
(but not below the number of shares of such series then outstanding). The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the stock of the corporation entitled to vote,
unless a vote of any other holders is required pursuant to a certificate or
certificates establishing a series of Preferred Stock.

        Except as otherwise expressly provided in any certificate of designation
designating any series of Preferred Stock pursuant to the foregoing provisions
of this Article IV, any new series of Preferred Stock may be designated, fixed
and determined as provided herein by the Board of



   2

Directors without approval of the holders of Common Stock or the holders of
Preferred Stock, or any series thereof, and any such new series may have powers,
preferences and rights, including, without limitation, voting rights, dividend
rights, liquidation rights, redemption rights and conversion rights, senior to,
junior to or pari passu with the rights of the Common Stock, the Preferred
Stock, or any future class or series of Preferred Stock or Common Stock.

                                    ARTICLE V

        The stockholders of the corporation shall have the power to adopt, amend
or repeal Bylaws of the corporation. The Board of Directors of the corporation
shall also have the power to adopt, amend or repeal Bylaws of the corporation,
except insofar as Bylaws adopted by the stockholders shall otherwise provide.

                                   ARTICLE VI

        Election of directors need not be by written ballot unless the Bylaws of
the corporation shall so provide.

                                   ARTICLE VII

        A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.

        If the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of a director,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.

        Neither any amendment nor repeal of this Article VII, nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this
Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.

        Macromedia, Inc., a Delaware corporation, hereby certifies that the
foregoing Amended and Restated Certificate of Incorporation, which restates,
integrates and further amends the provisions of the Restated Certificate of
Incorporation of this corporation as heretofore amended or supplemented, has
been duly adopted by the corporation's Board of Directors and stockholders in
accordance with Sections 242 and 245 of the Delaware General Corporation Law.
The total number of outstanding shares entitled to vote with respect to the
amendment was 10,658,770 of Common Stock. Upon the corporation's initial public
offering, all of the outstanding shares of Preferred Stock were converted into
Common Stock and there were no



                                        2
   3

outstanding shares of Preferred Stock. A majority of the outstanding shares of
Common Stock voted in favor of the amendment.

        IN WITNESS WHEREOF, said corporation has caused this Restated
Certificate of Incorporation to be signed by its duly authorized officers this
17th day of August, 1994.

                                      MACROMEDIA, INC.



                                      By:    /s/ John C. Colligan
                                          --------------------------------------
                                             John C. Colligan, President

ATTEST:


    /s/ Richard B. Wood
- ----------------------------------
Richard B. Wood, Secretary



                                        3

EX-4.02

   1
                                                                    EXHIBIT 4.02

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                MACROMEDIA, INC.



        Macromedia, Inc., a Delaware corporation, does hereby certify that the
following amendments to the corporation's Restated Certificate of Incorporation
have been duly adopted by the corporation's Board of Directors and stockholders
in accordance with the provisions of Section 242 of the Delaware General
Corporation Law. The total number of outstanding shares entitled to vote with
respect to the amendment was 16,956,030 of Common Stock. There were no
outstanding shares of Preferred Stock. A majority of the outstanding shares of
Common Stock voted in favor of the amendment:

        The first paragraph of Article IV is amended to read as follows:

        "The total number of shares of all classes of stock which the
corporation has authority to issue is Eighty Five Million (85,000,000) shares,
consisting of two classes: Eighty Million (80,000,000) shares of Common Stock,
$0.001 par value per share, and Five Million (5,000,000) shares of Preferred
Stock, $0.001 par value per share."

        IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment to be signed and attested by its duly authorized officers this 21st
day of September, 1995.



                                            MACROMEDIA, INC.



                                            By:    /s/ John C. Colligan
                                               ---------------------------------
                                               John C. Colligan, President

ATTEST:



    /s/ Richard B. Wood
- ---------------------------------
Richard B. Wood, Secretary

EX-4.03

   1
                                                                    EXHIBIT 4.03

                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                MACROMEDIA, INC.



        Macromedia, Inc., a Delaware corporation, does hereby certify that the
following amendment to the corporation's Amended and Restated Certificate of
Incorporation has been duly adopted by the corporation's Board of Directors and
stockholders in accordance with the provisions of Section 242 of the Delaware
General Corporation Law. The total number of outstanding shares entitled to vote
with respect to the amendment was 51,927,141 shares of Common Stock. There were
no outstanding shares of Preferred Stock. A majority of the outstanding shares
of Common Stock voted in favor of the amendment.


        The first paragraph of Article IV is amended to read as follows:

        "The total number of shares of all classes of stock which the
corporation has authority to issue is Two Hundred Five Million (205,000,000)
shares, consisting of two classes: Two Hundred Million (200,000,000) shares of
Common Stock, $0.001 par value per share, and Five Million (5,000,000) shares of
Preferred Stock, $0.001 par value per share."

        IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer this 11th day of August,
2000.


                                                MACROMEDIA, INC.


                                            By:  /s/ Elizabeth A. Nelson
                                                --------------------------------
                                                Elizabeth A. Nelson,
                                                Chief Financial Officer and
                                                Secretary

EX-5.01

   1
                                                                    Exhibit 5.01

                                 August 20, 2001

Macromedia, Inc.
600 Townsend Street
San Francisco, CA 94103

Ladies and Gentleman:

        Reference is made to that certain Registration Statement on Form S-8
(the "Registration Statement") to be filed by Macromedia, Inc. (the "Company")
with the Securities and Exchange Commission on or about August 20, 2001 in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 2,370,000 shares of the Company's Common Stock, par value
$0.001, (the "Stock") subject to issuance upon the exercise of (a) options for
up to 2,180,000 shares of Stock granted or to be granted under the Company's
1992 Equity Incentive Plan (the "Equity Plan") and (b) options for up to 190,000
shares of Stock granted or to be granted under the Company's 1993 Directors
Stock Option Plan (the "Directors Plan"). In connection with the proposed filing
of the Registration Statement by the Company, I am of the opinion that the
2,370,000 shares of Stock that may be issued and sold by the Company upon the
exercise of stock options granted or to be granted under the Equity Plan and the
Directors Plan, when issued, sold and delivered in accordance with the
applicable plan and in the manner and for the consideration stated in the
Registration Statement and the relevant prospectuses prepared in connection with
the Registration Statement, will be validly issued, fully paid and
nonassessable.

        I consent to the use of this opinion as an exhibit to the Registration
Statement. I render this opinion only with respect to, and express no opinion
herein concerning the application or effect of the laws of any jurisdiction
other than, the existing federal laws of the United States of America and, with
respect to the validity of corporate action and the requirements for the
issuance of stock, the General Corporation Law of Delaware.

                                     Very truly yours,

                                     /s/ Loren Hillberg
                                     ------------------
                                     Loren Hillberg
                                     Senior Vice President, General Counsel

EX-23.02

   1
                                                                   EXHIBIT 23.02


                               CONSENT OF KPMG LLP


The Board of Directors
Macromedia, Inc.


We consent to incorporation herein by reference in this registration statement
on Form S-8 of Macromedia, Inc. of our report dated April 27, 2001, except as to
Note 21 which is as of June 1, 2001, relating to the consolidated balance sheets
of Macromedia, Inc. and subsidiaries as of March 31, 2001 and 2000, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the years in the three-year period ended March 31, 2001 and the
related financial statement schedule, which report appears in the March 31,
2001, annual report on Form 10-K of Macromedia, Inc.


/s/ KPMG LLP

Mountain View, California
August 17, 2001