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): January 19, 2005

MACROMEDIA, INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-22688	94-3155026
(Commission File Number)	(IRS Employer Identification No.)
600 Townsend Street, San Francisco, California	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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02: 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 2.02, “Results of Operations and Financial Condition.”

On January 19, 2005, 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, 2004. 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 accounting principles generally accepted 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.

Item 7.01: Regulation FD Disclosure.

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 7.01.

On January 19, 2005, the Company issued a press release announcing the promotion of Mr. Stephen Elop, the Company’s current Chief Operating Officer, to the position of Chief Executive Officer and also announcing that Mr. Robert Burgess, the Company’s Chief Executive Officer since 1996, will remain the Company’s Chairman, but has relinquished the position of Chief Executive Officer. In this press release the Company also announced that Mr. Elop and Ms. Elizabeth Nelson, the Company’s Executive Vice President and Chief Financial Officer, had been appointed to the Company’s Board of Directors. A copy of the Press Release is attached as Exhibit 99.2 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.

Item 9.01: Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

Exhibit No.	Description
99.1*	Registrant’s third fiscal quarter earnings release, issued January 19, 2005.
99.2	Macromedia Names Stephen Elop Chief Executive Officer; Rob Burgess Continues as Chairman, issued January 19, 2005

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 2.02 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.

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 hereunto duly authorized.

	MACROMEDIA, INC.
Date: January 19, 2005	By:	/s/ Loren E. Hillberg
		Loren E. Hillberg, Senior Vice President,
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Registrant’s press release, issued January 19, 2005.
99.2	Macromedia Names Stephen Elop Chief Executive Officer; Rob Burgess Continues as Chairman, issued January 19, 2005

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 2.02 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.

EX-99.1

Exhibit 99.1

MACROMEDIA REPORTS THIRD QUARTER FISCAL YEAR 2005 RESULTS

Net income increases 49% as solid performance in all three business areas delivers 15% revenue growth.

Macromedia, Inc (Nasdaq: MACR) Summary Financial Results (in millions, except per share data)	Three Months Ended Dec. 31
	2004		2003
Net revenues	$	108.6	$	94.8
Net income per diluted share - GAAP	$	0.20	$	0.15
Net income per diluted share - pro forma	$	0.21	$	0.18

òDownload Q305 Financials - Excel file (TBD)

San Francisco, CA—January 19, 2005—Macromedia, Inc. (Nasdaq: MACR) today reported financial results for its fiscal third quarter ended December 31, 2004. Net revenues for the quarter were $108.6 million, a 15 percent increase compared to the $94.8 million reported for the same period last year.

Net income for the quarter ended December 31, 2004 was $15.3 million, or $0.20 per diluted share, compared to $10.3 million, or $0.15 per diluted share, for the same quarter a year ago. Pro forma net income for the quarter ended December 31, 2004 was $16.0 million, or $0.21 per diluted share, compared to $12.9 million, or $0.18 per diluted share, for the same quarter a year ago.

“What pleased me about the performance in the quarter is that we had solid results in all three of our businesses and across all of our regions,” said Rob Burgess, chairman, Macromedia. “Our core products are doing well, our new initiatives like Breeze and Flex are really starting to take off, and mobile is set to explode.”

In a separate release, Macromedia also today announced today the promotion of Stephen Elop to the position of chief executive officer. Rob Burgess, who has served as CEO and chairman for the past eight years, will continue as executive chairman and chairman of the board.

Business Outlook – Fourth Quarter Fiscal Year 2005 and Fiscal Year 2006

For the quarter ending March 31, 2005, Macromedia expects net revenues to be in the range of $108 to $113 million, with pro forma gross margins in the 92 to 93

percent range and a pro forma operating profit margin between 15 and 17 percent.

For fiscal year 2006, the company expects revenues to exceed $500 million with operating margin trending towards 20% over the course of the year. These forward looking statements are subject to risks and uncertainties discussed below and actual results may differ materially.

Pro Forma Results

Macromedia’s pro forma results for the three and nine months ended December 31, 2004 and 2003, differ from corresponding results reported under Generally Accepted Accounting Principles (GAAP) in the U.S. due to adjustments for the following items reported in its consolidated results from operations:

• One time and non-cash items for:

• The amortization of acquired developed technology and intangible assets.

• A credit from settling outstanding contingencies related to the acquisition of eHelp in FY04.

• A fair value adjustment on non-marketable securities.

• The impact of remeasurement of foreign denominated tax assets and liabilities on tax expense.

Pro forma results for the three and nine months ended December 31, 2004 and 2003 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. See the attached reconciliation of GAAP and pro forma results.

Conference Call

Macromedia’s third quarter of fiscal year 2005 financial results will be discussed in a Macromedia Breeze presentation available at http://www.macromedia.com/MACR/. In addition, a teleconference is scheduled to begin at 2 p.m. Pacific Time / 5 p.m. Eastern Time on Wednesday, January 19, 2005. 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, the impact of competition, risks associated with integration of acquired companies and their employees, products, and technologies, the risk of adequately evolving and operating our internal systems and processes in a dynamic business environment, the risk of delays in product development and release dates, the risk of not attracting and retaining key personnel, new regulations and other government 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, exchange rate fluctuation, and regulations in the applicable foreign countries), 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 Company’s operating results, the Company’s dependence on distributors and resellers, the risk of product returns, the challenges faced in protecting the Company’s intellectual property within and outside the U.S., the risks 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, 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.

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

	Three Months Ended December 31, 2004									Three Months Ended December 31, 2003
	GAAP			Adjustments			Pro Forma			GAAP			Adjustments			Pro Forma
Net revenues	$	108,636		$	—		$	108,636		$	94,845		$	—		$	94,845
Cost of revenues:
Cost of net revenues		7,754			—			7,754			7,639			—			7,639
Amortization of acquired developed technology		744			(744	)		—			405			(405	)		—
Total cost of revenues		8,498			(744	)		7,754			8,044			(405	)		7,639
Gross profit		100,138			744			100,882			86,801			405			87,206
Operating expenses:
Sales and marketing		46,243			—			46,243			41,101			—			41,101
Research and development		24,697			—			24,697			21,316			—			21,316
General and administrative		9,337			1,658	(A)		10,995			9,177			—			9,177
Amortization of intangible assets		241			(241	)		—			266			(266	)		—
Write-off of acquired in-process technology		—			—			—			2,010			(2,010	)		—
Total operating expenses		80,518			1,417			81,935			73,870			(2,276	)		71,594
Operating income		19,620			(673	)		18,947			12,931			2,681			15,612
Other income (expense):
Interest income, net		1,550			—			1,550			939			—			939
Other, net		903			(1,350	)(B)		(447	)		(319	)		(82	)(B)		(401	)
Total other income		2,453			(1,350	)		1,103			620			(82	)		538
Income before income taxes		22,073			(2,023	)		20,050			13,551			2,599			16,150
Provision for income taxes		(6,793	)		2,783	(C)		(4,010	)		(3,293	)		63	(C)		(3,230	)
Net income	$	15,280		$	760		$	16,040		$	10,258		$	2,662		$	12,920
Net income per common share:
Basic	$	0.21								$	0.16
Diluted	$	0.20					$	0.21		$	0.15					$	0.18
Weighted average common shares outstanding used in net income per common share calculation:
Basic		71,370									64,910
Diluted		77,640						77,640			70,430						70,430
Gross Margin
Gross profit as a percentage of net revenues		92	%					93	%		92	%					92	%
Selected operating expenses as a percentage of net revenues:
Sales and marketing		43	%					43	%		43	%					43	%
Research and development		23	%					23	%		22	%					22	%
General and administrative		9	%					10	%		10	%					10	%
Operating Margin:
Operating income as a percentage of net revenues		18	%					17	%		14	%					16	%

Macromedia’s pro forma results for the three months ended December 31, 2004 and 2003 differ from results reported under Generally Accepted Accounting Principles in the U.S. due to adjustments for the amortization of acquired developed technology and intangible assets and the following items reported in its unaudited Condensed Consolidated Statements of Income:

(A) A non-cash gain recorded in the three months ended December 31, 2004 reflecting a reduction in the estimated fair value of a contingency assumed in our acquisition of eHelp Corporation.

(B) The fiscal year 2005 amount reflects a fair value adjustment on non-marketable securities held in a private Company. The fiscal year 2004 amount reflects a cash gain realized on equity investments which had no carrying value due to write-downs recorded in a prior period.

(C) This adjustment is to exclude the non-cash impact of remeasuring foreign-currency denominated tax assets and liabilities and to 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 Income Impact of Pro Forma Adjustments on Reported Net Income (In thousands, except percentages and per share data) (unaudited)

	Nine Months Ended December 31, 2004									Nine Months Ended December 31, 2003
	GAAP			Adjustments			Pro Forma			GAAP			Adjustments			Pro Forma
Net revenues	$	320,114		$	—		$	320,114		$	267,780		$	—		$	267,780
Cost of revenues:
Cost of net revenues		22,767			—			22,767			22,703			—			22,703
Amortization of acquired developed technology		2,232			(2,232	)		—			1,043			(1,043	)		—
Total cost of revenues		24,999			(2,232	)		22,767			23,746			(1,043	)		22,703
Gross profit		295,115			2,232			297,347			244,034			1,043			245,077
Operating expenses:
Sales and marketing		135,096			—			135,096			113,975			—			113,975
Research and development		73,552			—			73,552			67,898			—			67,898
General and administrative		31,307			1,658	(A)		32,965			27,454			—			27,454
Amortization of intangible assets		724			(724	)		—			760			(760	)		—
Write-off of acquired in-process technology		—			—			—			2,010			(2,010	)		—
Total operating expenses		240,679			934			241,613			212,097			(2,770	)		209,327
Operating income		54,436			1,298			55,734			31,937			3,813			35,750
Other income (expense):
Interest income, net		3,605			—			3,605			2,671			—			2,671
Other, net		838			(1,350	)(B)		(512	)		146			(927	)(B)		(781	)
Total other income		4,443			(1,350	)		3,093			2,817			(927	)		1,890
Income before income taxes		58,879			(52	)		58,827			34,754			2,886			37,640
Provision for income taxes		(14,154	)		2,389	(C)		(11,765	)		(7,946	)		419	(C)		(7,527	)
Net income	$	44,725		$	2,337		$	47,062		$	26,808		$	3,305		$	30,113
Net income per common share:
Basic	$	0.64								$	0.42
Diluted	$	0.59					$	0.63		$	0.39					$	0.44
Weighted average common shares outstanding used in net income per common share calculation:
Basic		69,880									63,270
Diluted		75,250						75,250			68,760						68,760
Gross Margin
Gross profit as a percentage of net revenues		92	%					93	%		91	%					92	%
Selected operating expenses as a percentage of net revenues:
Sales and marketing		42	%					42	%		43	%					43	%
Research and development		23	%					23	%		25	%					25	%
General and administrative		10	%					10	%		10	%					10	%
Operating Margin:
Operating income as a percentage of net revenues		17	%					17	%		12	%					13	%

Macromedia’s pro forma results for the Nine months ended December 31, 2004 and 2003 differ from results reported under Generally Accepted Accounting Principles in the U.S. due to adjustments for the amortization of acquired developed technology and intangible assets and the following items reported in its unaudited Condensed Consolidated Statements of Income:

(A) A non-cash gain recorded in the three months ended December 31, 2004 reflecting a reduction in the estimated fair value of a contingency assumed in our acquisition of eHelp Corporation.

(B) The fiscal year 2005 amount reflects a fair value adjustment on non-marketable securities held in a private Company. The fiscal year 2004 amount reflects a cash gain realized on equity investments which had no carrying value due to write-downs recorded in a prior period.

(C) This adjustment is to exclude the non-cash impact of remeasuring foreign-currency denominated tax assets and liabilities and to 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, 2004		March 31, 2004
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	340,877	$	282,691
Accounts receivable, net		54,902		38,210
Restricted cash		4,093		16,363
Prepaid expenses and other current assets		21,545		15,581
Total current assets		421,417		352,845
Property and equipment, net		103,194		45,512
Goodwill and other intangible assets, net		246,833		250,789
Restricted cash, non-current		5,523		7,022
Deferred income taxes, non-current		15,993		16,062
Other assets		10,168		9,658
Total assets	$	803,128	$	681,888
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,424	$	5,311
Accrued liabilities and income taxes payable		84,103		70,623
Accrued restructuring		5,346		6,934
Deferred revenues		42,151		32,215
Total current liabilities		135,024		115,083
Accrued restructuring, non-current		7,549		11,657
Deferred revenues, non-current		7,071		5,173
Other liabilities, non-current		4,827		5,024
Total liabilities		154,471		136,937
Total stockholders’ equity		648,657		544,951
Total liabilities and stockholders’ equity	$	803,128	$	681,888

MACROMEDIA, INC. Selected Financial Data (In millions, except percentages) (unaudited)

	Three Months Ended December 31,				Nine Months Ended December 31,
	2004		2003		2004		2003
Selected Cash Flow Information:
Depreciation and amortization	$	4.3	$	3.6	$	11.7	$	11.9
Amortization of acquired developed technology and other intangible assets	$	1.0	$	0.7	$	3.0	$	1.8
Purchase of property and equipment	$	15.8	$	5.0	$	59.5	$	20.4
Proceeds from employee stock purchase and stock option plans	$	43.2	$	9.9	$	63.1	$	46.1
	Three Months Ended December 31,				Nine Months Ended December 31,
	2004		2003		2004		2003
Earnings before interest, taxes, depreciation and amortization:
Operating income	$	19.6	$	12.9	$	54.4	$	31.9
Depreciation and amortization	$	4.3	$	3.6	$	11.7	$	11.9
Amortization of acquired developed technology and other intangible assets		1.0		0.7		3.0		1.8
EBITDA	$	24.9	$	17.2	$	69.1	$	45.6

	Three Months Ended December 31,										Nine Months Ended December 31,
	2004				2003				% Change		2004				2003				% Change
	$		%		$		%				$		%		$		%
Net Revenues by Geography:
North America	$	56.0	52	%	$	50.3	53	%	11	%	$	175.6	55	%	$	150.6	56	%	17	%
Europe		31.2	29	%		26.9	28	%	16	%		79.3	25	%		67.0	25	%	18	%
Asia Pacific and Other		21.4	19	%		17.6	19	%	22	%		65.2	20	%		50.2	19	%	30	%
International		52.6	48	%		44.5	47	%	18	%		144.5	45	%		117.2	44	%	23	%
Net Revenues	$	108.6	100	%	$	94.8	100	%	15	%	$	320.1	100	%	$	267.8	100	%	20	%
	Three Months Ended December 31,										Nine Months Ended December 31,
	2004				2003				% Change		2004				2003				% Change
	$		%		$		%				$		%		$		%
Net Revenues by Market:
Designer and Developer	$	85.9	79	%	$	85.1	90	%	1	%	$	257.5	80	%	$	238.4	89	%	8	%
Business User		14.9	14	%		5.6	6	%	166	%		37.2	12	%		13.2	5	%	182	%
Consumer		5.9	5	%		1.6	2	%	269	%		20.5	6	%		10.1	4	%	103	%
Other		1.9	2	%		2.5	2	%	(24	)%		4.9	2	%		6.1	2	%	(20	)%
Net Revenues	$	108.6	100	%	$	94.8	100	%	15	%	$	320.1	100	%	$	267.8	100	%	20	%

EX-99.2

EXHIBIT 99.2

For More Information, Contact:

Steve Ballerini

415-252-2234

sballerini@macromedia.com

Macromedia Names Stephen Elop Chief Executive Officer;

Rob Burgess Continues as Chairman

San Francisco—January 19, 2005—Macromedia (NASDAQ:MACR) today announced the promotion of Stephen Elop to the position of chief executive officer, reporting to the board of directors. Elop has been with Macromedia for seven years in positions of increasing responsibility, most recently serving as chief operating officer.

Rob Burgess, who has served as CEO and chairman for the past eight years, will continue as executive chairman and chairman of the board. Burgess will be focused on mergers and acquisitions and working with Elop and Betsey Nelson, executive vice president and CFO, on the strategic development of the company.

“It gives me great pleasure to announce this leadership succession at a time when our prospects are so bright,” said Burgess. “Stephen has distinguished himself over many years as an outstanding, customer-focused, hands-on executive. In particular, his intensity around excellence in execution will serve the company well as we pursue our expanding market opportunities. I look forward to working with him in his new capacity.”

“It is an honor to become the CEO of a company as great as Macromedia, with so many fine employees, an engaged customer community, and with such a clear and exciting set of opportunities,” said Elop. “I look forward to working with Rob, Betsey and the rest of the Macromedia family as we continue to set the standard for the delivery of great digital experiences.”

Elop was also elected to the board of Macromedia, as was Nelson. “Betsey has served Macromedia with distinction over the last eight years — not only as CFO, but at all levels of strategic planning, decision making and corporate governance,” added Burgess. “Our Board is strengthened by the addition of these outstanding individuals.”

Since joining Macromedia in 1998, Elop, 41, has held a number of positions at the company including chief operating officer, where he was responsible for executing on growth opportunities across its designer/developer, business user and consumer markets. As executive vice president of worldwide field operations, Elop was responsible for sales, operations, and services functions. Prior to that, Elop held posts in the Web/IT at Macromedia and was general manager of its eBusiness division. He previously worked as senior vice president of systems and CIO for Boston Chicken, Inc. He also served as director of Lotus Development Corporation’s Consulting Services Group, with responsibility for Canada and the Midwestern United States.

Rob Burgess, 47, is chairman of Macromedia. Since joining Macromedia in 1996 as CEO, Burgess led the company’s transformation from a CD-ROM based multimedia company to the leader in web authoring and development solutions. During his tenure as chairman and CEO, Flash has become the most pervasive multimedia platform in the digital world and forms the foundation for Macromedia in the mobile space. Prior to joining Macromedia, Burgess worked extensively in the field of high-performance computer graphics, spending years in key executive posts at Silicon Graphics, Inc., and as CEO of Alias Research, Inc.

Nelson joined Macromedia in 1996 to lead mergers and acquisitions, and has served as the company’s chief financial officer since 1997. She is responsible for all of the company’s administrative functions, including investor relations, finance, human resources, legal, information technology, and real estate. Prior to joining Macromedia, Nelson spent eight years at Hewlett-Packard, where she held a variety of positions in both finance and corporate development. Nelson currently serves on the board of CNET Networks, a leader in Internet technology and publishing.

About Macromedia

Experience matters. Macromedia, Inc. 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.

###