8-K

UNITED STATES

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): January 21, 2004

Commission File No. 000-22688

MACROMEDIA, INC.

(A Delaware Corporation)

I.R.S. Employer Identification No. 94-3155026

600 Townsend Street

San Francisco, California 94103

(415) 252-2000

Item 5: Other Events

Effective January 19, 2004, the Board of Directors of Macromedia accepted the resignation of Mr. Robert A. Kotick who resigned from the Board of Directors to pursue other interests.

Item 7: Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

The following exhibit is filed as part of this report:

Exhibit No.	Description
99.1*	Registrant’s press release, issued January 21, 2004.

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 12 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 12: Results of Operations and Financial Condition

The following information, including the text of the press release attached as an exhibit to this Form 8-K, is being furnished pursuant to Item 12, “Results of Operations and Financial Condition.”

On January 21, 2004, Macromedia, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s results for the three and nine months ended December 31, 2003. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K.

The Form 8-K and the information furnished herein shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Non-GAAP Financial Measures

As used herein, “GAAP” refers to generally accepted accounting principles in the United States.

In addition to the GAAP financial measures disclosed in the Press Release, the Company included certain non-GAAP financial measures within the meaning of Regulation G. The Company has consistently provided these financial measures in previous earnings releases and the Company’s management believes that these measures are important to investors and other interested persons, and that investors and such other persons benefit from having a consistent basis for comparison between quarters. The Company’s management also believes these non-GAAP financial measures to be a useful measure of its corporate performance by allowing it to isolate its financial results to certain core functions of its operations.

In compliance with Regulation G, for any non-GAAP financial measures disclosed in the Press Release, corresponding GAAP financial measures and reconciliations have been provided on the Company’s website and in the Press Release.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MACROMEDIA, INC.
Date: January 21, 2004	By:	/s/ ELIZABETH A. NELSON
		Elizabeth A. Nelson Executive Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Registrant’s press release, issued January 21, 2004.

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 12 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

4

EX-99.1

EXHIBIT 99.1

For more information, contact:

Macromedia

Eileen Stanley

415 252 4035

estanley@macromedia.com

Macromedia (Nasdaq: MACR)

Summary Financial Results

(in millions, except per share data)

	Three Months Ended December 31,				Nine Months Ended December 31,
	2003		2002		2003		2002
Net Revenues	$	94.8	$	83.2	$	267.8	$	253.3
Net income (loss) per diluted share – GAAP	$	0.15	$	0.14	$	0.39	$	(0.09	)
Net income per diluted share – pro forma	$	0.18	$	0.14	$	0.44	$	0.27

Macromedia Reports Third Quarter Fiscal Year 2004 Results

SAN FRANCISCO - January 21, 2004 - Macromedia (Nasdaq: MACR) today announced its third quarter fiscal year 2004 financial results. Net revenues for the three months ended December 31, 2003 were $94.8 million, compared with net revenues of $83.2 million reported in the comparable period a year ago. Net income for the three months ended December 31, 2003 was $10.3 million or $0.15 per diluted share, compared to net income of $8.3 million or $0.14 per diluted share for the comparable period a year ago. Pro forma net income for the third quarter of fiscal year 2004 was $12.9 million or $0.18 per diluted share, compared to pro forma net income of $8.6 million or $0.14 per diluted share for the comparable period a year ago.

“Our good results this quarter were a function of a number of positive developments, including: successful international launches of the MX 2004 products; accelerated growth in new product lines such as Breeze, Contribute, and mobile; increased effectiveness of our expanding direct sales force; and strong growth in international markets, particularly Asia and Europe,” said Rob

Burgess, chairman and CEO, Macromedia. “I’m quite pleased that we finished the calendar year with such solid results across the board.”

Business Initiatives Update

During the quarter ended December 31, 2003, Macromedia continued to advance its agenda in its three key markets of design/development, information convenience, and mobile solutions. Macromedia saw substantial increases in the number, size, and strategic value of deals from the worldwide field organization.

Macromedia also completed its acquisition of eHelp Corporation in December, bringing new versions of RoboHelp^® and RoboInfo^® to market this week while smoothly maintaining the existing business, integrating processes, and exploring synergies for future opportunities.

Design/Development

Macromedia made major progress in the design/development market in the December quarter. The Company:

• Saw successful launches of the MX 2004 products across Europe, Latin America, and Japan;

• Announced in January that the newest MX 2004 product, Director^® MX 2004, which includes DVD-video playback, JavaScript support, and Macromedia^® Flash^™ integration, will ship in the coming weeks;

• Held the highly successful MAX developer conference, which more than 2,000 customers attended in November; and

• Previewed Macromedia Flex^™, a server solution for programmers to develop in Flash, which is expected to ship in the first half of calendar year 2004.

Information Convenience

The information convenience solutions gained significant traction this past quarter. Macromedia:

• Saw Breeze^™ bookings more than double sequentially, fueled by positive references and increased global sales activities;

• Reported strong improvements in Macromedia Contribute^™, with 32 percent sequential growth from last quarter and an increase in volume deployments;

• Formed a partnership with Affinity Internet that combines Contribute 2 with website hosting services to further help reach the small business market; and

• Delivered a developer release of Macromedia Central^™ and announced that it is working with America Online to enable Flash developers to build Central applications that take advantage of presence and other instant messaging features found in the AOL Instant Messenger and ICQ services.

Mobile

There were also advancements in mobile initiatives this quarter:

• There were nine partnership deals signed to embed Flash into devices, with particular strength in Asia and Japan. Partner companies include Samsung, Inventec, Essnet, HUMAX, Parker Hannifin, and Tcom.

• In early January, Macromedia announced the appointment of Juha Christensen as president of its mobile and devices business unit. An industry leader, Christensen previously served as corporate vice president of the mobile devices division at Microsoft Corporation, and also co-founded Symbian Ltd., whose cross-vendor operating system is emerging as an industry standard.

• NTT DoCoMo unveiled their latest 3G FOMA phones, the 900i series, which all use Flash Lite and are set to ship in early 2004.

Business Outlook – Fourth Quarter Fiscal Year 2004

For the quarter ending March 31, 2004, Macromedia expects net revenues to be in the range of $92 to $98 million, with pro forma gross margins in the 90 to 91 percent range, and a pro forma operating profit margin between 10 and 15 percent. For the fiscal year ending March 31, 2004, the Company expects net revenues to increase from the previous fiscal year by 5 to 10 percent, and expects to deliver a pro forma operating profit margin of between 10 and 15 percent. These forward looking statements are subject to risks and uncertainties discussed below; therefore, actual results may differ materially from such forward-looking statements.

Pro Forma Results

Macromedia’s pro forma results for the three and nine months ended December 31, 2003 and 2002 differ from results reported under U.S. GAAP due to

adjustments for the following items reported in its condensed consolidated results from operations:

• Non-cash charges for:

• The amortization of deferred stock compensation resulting from the issuance of stock options to employees at an exercise price below the fair-market value on the date of grant;

• The amortization and impairments of acquired developed technology and intangible assets;

• The write off of in-process research and development related to the acquisition of eHelp;

• Gains and losses on cost-basis and available-for-sale equity investments as well as a gain on the sale of acquired technology;

• Litigation charges and settlements included in Other income.

Pro forma results for the three and nine months ended December 31, 2003 and 2002 reflect an assumed tax rate of 20 percent. See the attached financial table for a reconciliation of GAAP and pro forma results.

Conference Call

Macromedia’s third quarter fiscal year 2004 financial results teleconference is scheduled to begin at 2:30 p.m. Pacific Time / 5:30 p.m. Eastern Time on Wednesday, January 21, 2004. In addition to the teleconference, a Macromedia Breeze presentation will be available on our website before the teleconference begins. To access the presentation, please visit http://www.macromedia.com/MACR/. After the conclusion of the teleconference, a replay of the conference call will be available on the Company’s website.

About Macromedia

Experience matters. Macromedia is motivated by the belief that great experiences build great businesses. Our software empowers millions of business users, developers, and designers to create and deliver effective, compelling and memorable experiences – on the Internet, on fixed media, on wireless, and on digital devices.

Cautionary Note about Forward Looking Statements

Matters discussed in this news release may be considered forward looking statements, including those under the heading “Business Outlook” that relate to expected future financial results which involve risks and uncertainties. Such risks and uncertainties include those related to customer acceptance of new products and services and new versions of existing products, risks associated with integration of acquired products and technologies, the risk of adequately evolving

our internal systems and processes in a dynamic business environment, the risk of delays in product development and release dates, new regulations and other legislative actions that may materially increase the cost of compliance and doing business, risks associated with participating in international markets, including, but not limited to, foreign policies, market instability, and regulations in the applicable foreign countries, the impact of competition, the economic condition in the domestic and significant international markets in which the Company operates, dependence on the growth of the Internet, quarterly fluctuations of the operating results, the dependence on distributors and risks of product returns, risk associated with potential litigation and intellectual property ownership claims against the Company and others in the industry, volatility of the Company’s stock and other risks detailed from time to time in the Company’s filings with the SEC, including without limitation, its annual report on Form 10-K for the fiscal year ended March 31, 2003, and its quarterly reports on Form 10-Q, 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.

NOTE: Macromedia, the Macromedia logo, Macromedia Breeze, Macromedia Central, Macromedia Contribute, Director, Macromedia Flash, Macromedia Flex, RoboHelp, and RoboInfo are trademarks or registered trademarks of Macromedia, Inc., which may be registered in the United States and internationally. Other product or service names mentioned herein are the trademarks of their respective owners.

MACROMEDIA, INC. Condensed Consolidated Statements of Operations Impact of Pro Forma Adjustments on Reported Net Income (In thousands, except per share data) (unaudited)

	Three months ended December 31, 2003									Three months ended December 31, 2002
	GAAP			Adjustments			Pro Forma			GAAP			Adjustments			Pro Forma
Net revenues	$	94,845		$	—		$	94,845		$	83,159		$	—		$	83,159
Cost of revenues:
Cost of net revenues		7,639			—			7,639			8,700			(13	) (A)		8,687
Amortization of acquired developed technology		405			(405	) (B)		—			167			(167	) (B)		—
Total cost of revenues		8,044			(405	)		7,639			8,867			(180	)		8,687
Gross profit		86,801			405			87,206			74,292			180			74,472
Operating expenses:
Sales and marketing		41,101			—			41,101			36,046			(36	) (A)		36,010
Research and development		21,316			—			21,316			20,967			(27	) (A)		20,940
General and administrative		9,177			—			9,177			7,731			(8	) (A)		7,723
Amortization of intangible assets		266			(266	) (C)		—			247			(247	) (C)		—
Acquired in-process research and development		2,010			(2,010	) (D)		—			—			—			—
Total operating expenses		73,870			(2,276	)		71,594			64,991			(318	)		64,673
Operating income		12,931			2,681			15,612			9,301			498			9,799
Other income:
Interest income		939			—			939			1,021			—			1,021
Gain on investments and other, net		82			(82	) (E)		—			1,602			(1,602	) (E)		—
Litigation settlement		—			—			—			(2,500	)		2,500	(F)		—
Other, net		(401	)		—			(401	)		(72	)		—			(72	)
Total other income		620			(82	)		538			51			898			949
Income before income taxes		13,551			2,599			16,150			9,352			1,396			10,748
Provision for income taxes		(3,293	)		63	(G)		(3,230	)		(1,065	)		(1,085	) (G)		(2,150	)
Net income applicable to common stockholders	$	10,258		$	2,662		$	12,920		$	8,287		$	311		$	8,598
Net income per common share:
Basic	$	0.16								$	0.14
Diluted	$	0.15					$	0.18		$	0.14					$	0.14
Weighted average common shares outstanding used for basic and diluted income per common share:
Basic		64,910									60,330
Diluted		70,430						70,430			61,370						61,370
Gross Margin
Gross profit as a percentage of net revenues		92	%					92	%		89	%					90	%
Operating Margin
Operating income as a percentage of net revenues		14	%					16	%		11	%					12	%

Reclassifications

Historical amounts have been reclassified to conform to the current presentation and to reflect amortization of acquired developed technology as a component of cost of revenues.

Macromedia’s pro forma results for the three months ended December 31, 2003 and 2002 differ from results reported under U.S. GAAP due to adjustments for the following items reported in its consolidated statements of operations:

(A) Amortization of expense of non-cash stock compensation resulting from the issuance of stock options to employees at an exercise price below the fair-market value on the date of grant during the three months ended December 31, 2002.

(B) Amortization expense of $405 for the three months ended December 31, 2003 and $167 for the three months ended December 31, 2002 related to acquired developed technology.

(C) Amortization expense of $266 for the three months ended December 31, 2003 and $247 for the three months ended December 31, 2002 related to intangible assets.

(D) Acquired in-process research and development of $2,010 for the three months ended December 31, 2003 related to the acquisition of eHelp Corporation in December 2003.

(E) Cash gains from equity investments of $82 and $602 realized during the three months ended December 31, 2003 and 2002, respectively, resulting from the sale of an available-for-sale equity security and cash proceeds received from a privately-held equity investment. Also, includes a $1,000 gain on the sale of acquired technology recorded during the three months ended December 31, 2002.

(F) Reimbursement obligation of $2,500 to an insurer of a securities litigation that was settled in fiscal year 2002.

(G) Pro forma results for the three months ended December 31, 2003 and 2002 reflect an assumed tax rate of 20 percent, reflecting U.S. federal and state income taxes and foreign taxes at rates other than U.S. statutory rates.

MACROMEDIA, INC. Condensed Consolidated Statements of Operations Impact of Pro Forma Adjustments on Reported Net Income (Loss) (In thousands, except per share data) (unaudited)

	Nine months ended December 31, 2003									Nine months ended December 31, 2002
	GAAP			Adjustments			Pro Forma			GAAP			Adjustments			Pro Forma
Net revenues	$	267,780		$	—		$	267,780		$	253,319		$	—		$	253,319
Cost of revenues:
Cost of net revenues		22,703			—			22,703			27,882			(44	) (A)		27,838
Amortization and impairment of acquired developed technology		1,043			(1,043	) (B)		—			21,498			(21,498	) (B)		—
Total cost of revenues		23,746			(1,043	)		22,703			49,380			(21,542	)		27,838
Gross profit		244,034			1,043			245,077			203,939			21,542			225,481
Operating expenses:
Sales and marketing		113,975			—			113,975			108,916			(122	) (A)		108,794
Research and development		67,898			—			67,898			71,013			(89	) (A)		70,924
General and administrative		27,454			—			27,454			28,105			(26	) (A)		28,079
Amortization and impairment of intangible assets		760			(760	) (C)		—			2,960			(2,960	) (C)		—
Acquired in-process research and development		2,010			(2,010	) (D)		—			—			—			—
Total operating expenses		212,097			(2,770	)		209,327			210,994			(3,197	)		207,797
Operating income (loss)		31,937			3,813			35,750			(7,055	)		24,739			17,684
Other income:
Interest income		2,671			—			2,671			3,259			—			3,259
Gain on investments and other, net		927			(927	) (E)		—			852			(852	) (E)		—
Litigation settlement		—			—			—			322			(322	) (F)		—
Other, net		(781	)		—			(781	)		(423	)		—			(423	)
Total other income		2,817			(927	)		1,890			4,010			(1,174	)		2,836
Income (loss) before income taxes		34,754			2,886			37,640			(3,045	)		23,565			20,520
Provision for income taxes		(7,946	)		419	(G)		(7,527	)		(2,315	)		(1,789	) (G)		(4,104	)
Net income (loss) applicable to common stockholders	$	26,808		$	3,305		$	30,113		$	(5,360	)	$	21,776		$	16,416
Net income (loss) per common share:
Basic	$	0.42								$	(0.09	)
Diluted	$	0.39					$	0.44		$	(0.09	)				$	0.27
Weighted average common shares outstanding used for basic and diluted income per common share:
Basic		63,270									59,980
Diluted		68,760						68,760			59,980						61,010
Gross Margin
Gross profit as a percentage of net revenues		91	%					92	%		81	%					89	%
Operating Margin
Operating income (loss) as a percentage of net revenues		12	%					13	%		(3	)%					7	%

Reclassifications

Historical amounts have been reclassified to conform to the current presentation and to reflect amortization and impairment of acquired developed technology as a component of cost of revenues.

Macromedia’s pro forma results for the nine months ended December 31, 2003 and 2002 differ from results reported under U.S. GAAP due to adjustments for the following items reported in its consolidated statements of operations:

(A) Amortization expense of non-cash stock compensation resulting from the issuance of stock options to employees at an exercise price below the fair-market value on the date of grant during the nine months ended December 31, 2002.

(B) Amortization expense of acquired developed technology of $1,043 for the nine months ended December 31, 2003 and amortization expense of acquired developed technology of $5,833 and an impairment charge of $15,665 for the nine months ended December 31, 2002 for acquired developed technology related to our fiscal year 2001 acquisition of Allaire Corporation.

(C) Amortization expense of $760 for the nine months ended December 31, 2003 and amortization expense of $1,309 and an impairment charge of $1,651 related to intangible assets for the nine months ended December 31, 2002.

(D) Acquired in-process research and development of $2,010 for the nine months ended December 31, 2003 related to the acquisition of eHelp Corporation in December 2003.

(E) Cash gains on equity investments of $927 realized in the nine months ended December 31, 2003 and a net loss on equity investments of $148 recorded during the nine months ended December 31, 2002. Also, includes a gain of $1,000 recorded for the sale of acquired technology during nine months ended December 31, 2002.

(F) The reversal of a previously-recorded litigation charge of $2,822 related to a patent infringement case, offset by a reimbursement obligation of $2,500 to an insurer of a securities litigation that was settled in fiscal year 2002.

(G) Pro forma results for the nine months ended December 31, 2003 and 2002 reflect an assumed tax rate of 20 percent, reflecting U.S. federal and state income taxes and foreign taxes at rates other than U.S. statutory rates.

MACROMEDIA, INC. Condensed Consolidated Balance Sheets (In thousands) (unaudited)

	December 31, 2003		March 31, 2003
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	263,122	$	215,586
Accounts receivable, net		37,225		27,610
Prepaid expenses and other current assets		24,731		13,546
Deferred income taxes		10,314		10,314
Total current assets		335,392		267,056
Property and equipment, net		46,352		34,856
Goodwill and other intangible assets, net		256,495		205,918
Other non-current assets		25,526		19,593
Total assets	$	663,765	$	527,423
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,875	$	6,714
Accrued liabilities and income taxes payable		75,533		49,735
Accrued restructuring		7,781		11,024
Deferred revenues		37,505		33,916
Total current liabilities		125,694		101,389
Accrued restructuring, non-current		13,131		20,064
Other non-current liabilities		6,360		6,440
Total liabilities		145,185		127,893
Total stockholders’ equity		518,580		399,530
Total liabilities and stockholders’ equity	$	663,765	$	527,423