<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2000
Registration No. 333-95683
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
ALLAIRE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 41-1830792
State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation Classification Code Number) identification
or organization) number)
275 GROVE STREET
NEWTON, MASSACHUSETTS 02466
(617) 219-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------------
DAVID J. ORFAO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALLAIRE CORPORATION
275 GROVE STREET
NEWTON, MASSACHUSETTS 02466
(617) 219-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
COPIES TO:
ROBERT L. BIRNBAUM, ESQ.
WILLIAM R. KOLB, ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
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The Registrant hereby withdraws from registration all of those shares of
its common stock, par value $.01 per share, registered pursuant to its
Registration Statement on Form S-3 (registration number 333-95683) for sale from
time to time by certain selling stockholders (as described in such Registration
Statement) which have not been sold as of the time of filing of this
Post-Effective Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Newton, Massachusetts, on this 26th day of December 2000.
ALLAIRE CORPORATION
By: /s/ David J. Orfao
----------------------------------
David J. Orfao
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed on this 26th
day of December, 2000 by the following persons in the capacities indicated.
<TABLE>
<S> <C> <C>
*
---------------------- Chairman of the Board of Directors December 26, 2000
Joseph J. Allaire and Executive Vice President, Products
/s/ David J. Orfao
---------------------- President, Chief Executive Officer December 26, 2000
David J. Orfao and Director (principal executive officer)
/s/ David A. Gerth
---------------------- Vice President, Finance and Operations, December 26, 2000
David A. Gerth Treasurer and Chief Financial Officer
(principal financial and accounting officer)
/s/ Jeremy Allaire
---------------------- Chief Technology Officer and Director December 26, 2000
Jeremy Allaire
*
---------------------- Director December 26, 2000
Jonathan A. Flint
*
---------------------- Director December 26, 2000
John J. Gannon
*
---------------------- Director December 26, 2000
Thomas A. Herring
</TABLE>
*By /s/ David J. Orfao
----------------------
David J. Orfao
as Attorney-in-Fact
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