0001095811-01-505847.txt : 20011030 0001095811-01-505847.hdr.sgml : 20011030 ACCESSION NUMBER: 0001095811-01-505847 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011018 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011026 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22688 FILM NUMBER: 1767792 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 8-K 1 f76527e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): OCTOBER 18, 2001 MACROMEDIA, INC. -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware ------------------------------------------------------ (State or other jurisdiction of incorporation) 000-22688 94-3155026 --------------------- --------------------- (Commission (IRS Employer File Number) Identification No.) 600 Townsend St., San Francisco, CA 94103 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (415) 252-2000 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5: OTHER EVENTS. Adoption of Shareholder Rights Plan. On October 18, 2001, the Board of Directors (the "Board") of Macromedia, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.001 per share (the "Common Shares"), of the Company. The dividend is payable to stockholders of record on October 29, 2001 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are defined in the Rights Agreement) or (ii) following the Distribution Date and prior to the Redemption Date or Final Expiration Date, pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company, which options or securities were outstanding prior to the Distribution Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company, at a price of $105.00, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Mellon Investor Services LLC, as Rights Agent. A summary of the Rights and Rights Agreement is included as Exhibit C to the Rights Agreement, which is included as Exhibit 4.01 hereto. A copy of the press release announcing the Rights Plan is attached as an exhibit under Item 7(c) of this report. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The exhibits to this report are listed in the Exhibit index set forth below. 4.01 Rights Agreement dated October 25, 2001, between the Company and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares. (1) 99.01 Press Release dated October 25, 2001.* (1) Incorporated by reference to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 26, 2001. * Filed herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MACROMEDIA, INC. Date: October 25, 2001 By: /s/ Loren E. Hillberg ------------------------------------- Loren E. Hillberg, Senior Vice President, General Counsel EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 4.01 Rights Agreement dated October 25, 2001, between the Company and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares. (1) 99.01 Press Release dated October 25, 2001.*
------------- (1) Incorporated by reference to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 26, 2001. * Filed herewith. EX-99.01 3 f76527ex99-01.txt EXHIBIT 99.01 Exhibit 99.01 For more information, contact: FOR IMMEDIATE RELEASE Kimberly Leo, Investor Relations (415) 252-2000 IR@macromedia.com Quinn Daly, Press Relations (415) 252-2260 PR@macromedia.com MACROMEDIA ADOPTS STOCKHOLDER RIGHTS PLAN SAN FRANCISCO, CA -- OCTOBER 25, 2001 -- Macromedia (NASDAQ:MACR) today announced that its Board of Directors has adopted a stockholder rights plan designed to protect the long-term value of the company for its stockholders during any future unsolicited acquisition attempt. Adoption of the plan was not made in response to any specific attempt to acquire Macromedia or its shares, and Macromedia is not aware of any current efforts to do so. Under the plan, the Board declared a dividend of one share purchase right for each share of the Company's common stock outstanding on October 29, 2001. The rights will become exercisable only upon the occurrence of certain events specified in the plan, including the acquisition of 20% of the company's outstanding common stock by a person or group, at which time holders of the rights, other than an "acquiring person," may acquire shares of the Company's common stock at a 50% discount to the then prevailing market price. The Board may redeem outstanding rights at any time prior to a person becoming an "acquiring person," at a price of $0.001 per right. Prior to such time, the terms of the rights may be amended by the Board without the approval of the holders of the Rights. Details of the plan are outlined more fully in a letter that will be mailed to stockholders as of the record date as well as the Company's filings with the Securities and Exchange Commission. Except for the historical information contained herein, matters discussed in this news release may be considered forward looking statements that involve risks and uncertainties, including those related to the risk of integrating newly acquired technologies and products, quarterly fluctuations of operating results, customer acceptance of new products and services and new versions of existing products, impact of competition, the risk of delay in product development and release dates, risks of product returns, the economic conditions in the domestic and significant international markets, investments in new business opportunities and the other risks detailed from time to time in the Company's SEC reports, including without limitation its quarterly reports on Form 10-Q and its annual report on Form 10-K for the year ended March 31, 2001 as they may be updated or amended with future filings. The actual results the Company achieves may differ materially from any forward looking statements due to such risks and uncertainties. ABOUT MACROMEDIA Macromedia is passionate about what the Web can be. Its award-winning products empower designers and developers to efficiently create and deliver the most engaging experiences on the Web, and enable innovative Internet business applications. Headquartered in San Francisco, Macromedia (NASDAQ: MACR) has more than 1,500 employees worldwide and is available on the Internet at www.macromedia.com. # # # Product names are trademarks or registered trademarks of Macromedia, Inc., as indicated. Other product names or services may be trademarks or service marks of others.