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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ADOBE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
California 77-0019522
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1585 Charleston Road
Mountain View, California 94043
(Address, including zip code, of principal executive offices)
Frame Technology Corporation
Dual Stock Option Plan
(Full title of the plan)
Colleen M. Pouliot
Vice President, General Counsel and Secretary
Adobe Systems Incorporated
1585 Charleston Road
Mountain View, California 94043
(415) 961-4400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Michael J. Kennedy, Esq.
Shearman & Sterling
555 California Street, 20th Floor
San Francisco, California 94104
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Average Maximum
Amount Offering Aggregate Amount of
Title of Securities to Price Offering Registration
to Be Be Registered Be Registered Per Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, no 1,670,080 shares $20.31 $33,919,324.80 $11,696.32
par value
(including
associated Common
Stock Purchase
Rights)
</TABLE>
(1) Computed in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the average of the
actual prices at which the options granted under the plan may be
exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended November 25, 1994;
(b) The amendment on Form 10-K/A to the Registrant's annual report
on Form 10-K for the fiscal year ended November 25, 1994, filed with the
Securities and Exchange Commission (the "COMMISSION") on June 29, 1995;
(c) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), since November 25, 1994; and
(d) The description of the Registrant's capital stock and
associated common stock purchase rights, contained in the Registrant's
Registration Statements on Form 8-A filed with the Commission on November
14, 1986 and July 24, 1990, registering such shares and associated rights
pursuant to Section 12 of the Exchange Act, including any amendment or
report updating such descriptions.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, also shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for
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liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "SECURITIES ACT"). The Registrant's
Amended and Restated Articles of Incorporation and Restated By-Laws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the California General Corporation Law. In
addition, the Registrant has entered into Indemnity Agreements with all its
directors and officers. The Registrant has also purchased and maintains
insurance for its officers and directors against liabilities which an officer
or a director may incur in his or her capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Shearman & Sterling as to the legality of the
Registrant's Common Stock being registered hereby.
23.1 Consent of Shearman & Sterling with respect to the legality of
the securities being registered (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent auditors, with
respect to the consolidated financial statements of the
Registrant.
23.3 Consent of Ernst & Young LLP, independent auditors, with respect
to the consolidated financial statements of Aldus Corporation.
24.1 Power of Attorney (included on page 6).
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and
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(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the Plan.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mountain View, State of California,
on the 27th day of October, 1995.
ADOBE SYSTEMS INCORPORATED
By /s/ M. Bruce Nakao
----------------------------
M. Bruce Nakao
Senior Vice President, Finance and
Administration, Chief Financial
Officer, Treasurer and Assistant
Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Warnock and M. Bruce
Nakao, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to the
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John E. Warnock Chairman of the Board and October 27, 1995
-------------------- Chief Executive Officer and
John E. Warnock Director (Principal
Executive Officer)
/s/Charles M. Geschke President and Director October 27, 1995
------------------------
Charles M. Geschke
/s/ M. Bruce Nakao Senior Vice President, October 27, 1995
------------------------ Finance and Administration,
M. Bruce Nakao Chief Financial Officer,
Treasurer and Assistant
Secretary (Principal
Financial Officer)
/s/ Michael Cully Vice President and October 27, 1995
------------------------- Controller (Principal
Michael Cully Accounting Officer)
/s/ William R. Hambrecht Director October 27, 1995
-------------------------
William R. Hambrecht
Director
--------------------------
Delbert W. Yocam
/s/Robert Sedgewick Director October 27, 1995
--------------------------
Robert Sedgewick
Director
--------------------------
William J. Spencer
Director
--------------------------
Paul Brainerd
/s/ Gene P. Carter Director October 27, 1995
--------------------------
Gene P. Carter
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Shearman & Sterling as to the legality of the
common stock, no par value, of Adobe Systems Incorporated
being registered hereby.
23.1 Consent of Shearman & Sterling with respect to the legality
of the securities being registered (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent auditors, with
respect to the consolidated financial statements of Adobe
Systems Incorporated.
23.3 Consent of Ernst & Young LLP, independent auditors, with
respect to the consolidated financial statements of the Aldus
Corporation.
24.1 Power of Attorney (included on page 6).
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EXHIBIT 5.1
[SHEARMAN & STERLING LETTERHEAD]
October 27, 1995
Board of Directors
Adobe Systems Incorporated
1585 Charleston Road
Mountain View, California 94043
FRAME TECHNOLOGY CORPORATION
DUAL STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for Adobe Systems Incorporated, a California
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the registration of
1,670,080 shares (the "Shares") of the Company's Common Stock, without par
value, available for issuance pursuant to the Company's Frame Technology
Corporation Dual Stock Option Plan (the "Plan").
In acting as such counsel, we relied upon such corporate records of the
Company and such other documents and certificates of fact as we have deemed
necessary or appropriate as a basis for the opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents presented to us as originals, the conformity to
the originals of all documents presented to us as copies, and the authenticity
of the originals of such latter documents. In rendering such opinion, we have
relied as to factual matters upon certificates of officers of the Company and
certificates of public officials.
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2
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when sold and delivered against payment therefor in the
manner described in the Registration Statement and the Plan, the Shares will be
validly issued and will be fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
SHEARMAN & STERLING
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Adobe Systems Incorporated:
We consent to incorporation by reference in the registration statement on Form
S-8 of Adobe Systems Incorporated of our report dated December 20, 1994,
relating to the consolidated balance sheets of Adobe Systems Incorporated and
subsidiaries as of November 25, 1994 and November 26, 1993, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the years in the three-year period ended November 25, 1994, and the related
schedule, which appears in the 1994 annual report on Form 10-K of Adobe Systems
Incorporated. As indicated in our report, we did not audit the consolidated
financial statements of Aldus Corporation and subsidiaries, a company acquired
by Adobe Systems Incorporated in a business combination accounted for as a
pooling-of-interests. Those statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it relates to the
amounts included for Aldus Corporation, is based solely on the report of the
other auditors.
KPMG Peat Marwick, LLP
San Jose, California
October 27, 1995
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EXHIBIT 23.3
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Adobe Systems Incorporated of our report dated January 28, 1994,
with respect to the consolidated balance sheet of Aldus Corporation as of
December 31, 1993 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the two years in the period
ended December 31, 1993, included in the 1994 Annual Report on Form 10-K of
Adobe Systems Incorporated.
Ernst & Young LLP
Seattle, Washington
October 30, 1995
