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 and Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported):  May 29, 1997

                        Commission file number 0-27168

                           METACREATIONS CORPORATION
            (Exact name of registrant as specified in its charter)

         Delaware                                        95-4102687
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                  6303 Carpinteria Ave., Carpinteria CA 93013
                   (Address of principal executive offices)

                                (805) 566-6200
             (Registrant's telephone number, including area code)

 
Item 5.  Other Events

     On May 29, 1997, MetaTools, Inc., a Delaware corporation ("METATOOLS"), and
Fractal Design Corporation, a California corporation ("FRACTAL"), completed a
merger (the "MERGER") pursuant to which Rook Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of MetaTools, was merged with and into
Fractal, and Fractal became a wholly-owned subsidiary of MetaTools.  Pursuant to
the terms of the Merger, MetaTools changed its name to "MetaCreations
Corporation."  Further details regarding this announcement are contained in
MetaCreations Corporation's press release dated May 29, 1997, attached as an
exhibit hereto and incorporated by reference herein.

 
                                    EXHIBITS

Exhibit
Number        Exhibit Title
- ------        -------------

99.1          Press Release

 
                                   SIGNATURES

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.


                                      METACREATIONS CORPORATION
                                      (Registrant)


Date:  May 29, 1997                   /s/ TERANCE A. KINNINGER
                                      ------------------------------------------
                                      Terance A. Kinninger
                                      Vice President and Chief Financial Officer

EX-99.1

 
FOR IMMEDIATE RELEASE
- ---------------------

Contact:   At Corporate Headquarters
          Terry Kinninger/Sallie Olmsted
          (805) 566-6321/6263


                 METATOOLS, INC. AND FRACTAL DESIGN CORPORATION
                ANNOUNCE METACREATIONS UPON COMPLETION OF MERGER

             -MERGER CREATES NEW COMPANY-METACREATIONS CORPORATION,
                      A VISUAL COMPUTING  SOFTWARE LEADER-

CARPINTERIA, CALIF., May 29, 1997-- Metatools,Inc. (Nasdaq: MTLS) and Fractal
Design Corporation (Nasdaq: FRAC), jointly announced that the shareholders of
both companies approved today the merger of the two companies to create a
leader in desktop visual computing software for professionals, prosumers, and
consumers. The merger was effective as of 4:30 EDT today. Effective
immediately, the new company has been renamed MetaCreations Corporation. The
combined company's new ticker symbol on the Nasdaq National Market System,
"MCRE", will become effective on May 30, 1997. For each share of Fractal
Design's common stock, shareholders will receive .749 shares of MetaTools'
common stock. The merger transaction will be accounted for as a pooling of
interests, and the combined company anticipates that it will incur a charge of
approximately $9.0 million in the quarter ending June 30, 1997, to reflect
costs relating to the transaction and integrating the two companies.

The combined company is expected to offer a broad array of products and
technologies for visual computing markets including consumer and professional
photography and video, digital imaging, animation, computer graphics, 3D and
data visualization.

"The combination of MetaTools and Fractal Design leverages our strategies for
growing the professional digital graphics tool business for print and electronic
publishing, video and entertainment while continuing to expand into the consumer
visual graphics market.  The combined company will be able to take advantage of
domestic and international marketing, sales and distribution strengths," said
John Wilczak, MetaTools' CEO.

Mark Zimmer, Fractal Design's CEO, stated, "Both Fractal Design and MetaTools
have consistently been recognized as leaders delivering advanced technology for
digital imaging at the desktop.  Our product lines are extremely complementary
and we look forward to jointly integrating our technologies for even more
compelling future products."

 
Members of the MetaCreations Corporation Board of Directors are: Howard L.
Morgan, who will become chairman of the board, Arthur Collmeyer, Thomas Hedges,
Samuel H. Jones, Jr., Bert Kolde,  Kai Krause, William H. Lane, III, John J.
Wilczak, and Mark Zimmer.  The senior management team of the combined company is
comprised of:  John Wilczak, Chief Executive Officer; Tom Hedges, Chief Systems
Architect; Kai Krause, Chief Design Officer; Alexander Migdal, Chief Science
Officer; Mark Zimmer, Chief Technical Officer; Pierre Berkaloff, Vice President,
Engineering; Fred Brown, Sr. Vice President of Sales & Marketing; Frank
Casanova, Vice President, Strategic Affairs; Steve Guttman, Vice President,
Product Management; Terrance Kinninger, Sr. Vice President, Finance and
Operations, and Chief Financial Officer; Sallie Olmsted, Vice President,
Corporate Communications; Robert Rice, Vice President/Real Time Geometry.

MetaCreations Corporation's headquarters will be based in Carpinteria,
California (Santa Barbara County).  MetaCreations will also maintain offices
located in:  Scotts Valley, California; Princeton, New Jersey; Dublin, Ireland;
and Paris, France.

This press release includes forward-looking statements.  Investors are cautioned
that all forward-looking statements involve risks and uncertainties which could
cause actual results to differ materially from those in the forward looking
statements.  In particular, anticipated benefits from the combination of the
companies will depend in large part on whether their respective operations can
be integrated in an efficient and effective manner.  There can be no assurances
that the combined company will not encounter difficulties in integrating each
company's respective organizations, products and operations, including the
companies' sales, marketing and product development efforts, that the combined
companies will not encounter substantial unanticipated costs in integrating
their respective operations nor that their relationships with their present and
potential employees, customers, distributors and other business partners will
not be adversely affected by the merger.  Investors are also directed to the
companies' respective filings with the Securities and Exchange Commission,
including Fractal Designs' annual report on From 10-KSB for the fiscal year
ended March 31, 1996, MetaTools' annual report on form 10-K/A for the year ended
December 31, 1996, as amended, the companies' joint proxy statement/prospectus,
and the companies' current reports on Form 8-K.  for a more complete description
of other risks and uncertainties relating to the forward-looking statements made
by the companies as well as to other aspects of the companies' respective
businesses.

MetaCreations Corporation, the visual computing software company, designs,
develops, publishes, markets and supports software tools for creating, editing
and manipulating computer graphic images, digital art and Internet/Online
content for Windows, Macintosh and other computing systems.  Real Time Geometry
Corporation, MetaCreations' advanced 3D research lab based in Princeton, New
Jersey, develops innovations related to the creation, rendering and display of
3D images including dynamic scaling of image resolution. Working with
distributors in North America, Europe and Asia, Central and Latin America,
MetaCreations professional and consumer software is available in more than fifty
countries and in as many as eight languages.  MetaCreations' corporate
headquarters is located in Santa Barbara County at 6303 Carpinteria Avenue,
Carpinteria, CA 93013; Tel: 805-566-6200; Fax: 805-566-6385;  MetaCreations in
Scotts Valley is located at 5550 Scotts Valley Drive, P. O. Box 66959, Scotts
Valley, CA  95067-6959.   MetaCreations International Ltd. is located at Wilson
House, Fenian Street, Dublin 2, Ireland; Tel: 353(1)662-9333; Fax: 353(1)662-
9334; World Wide Web server: http://www.metacreations.com.

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