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Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Adobe Systems Incorporated
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(Exact name of registrant as specified in its charter)
California 77-0019522
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1585 Charleston Road
Mountain View, California 94043-1225
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(Address of principal executive offices) (Zip code)
Adobe Systems Incorporated
Restricted Stock Option Plan, As Amended
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(Full title of the plan)
M. Bruce Nakao
Senior Vice President, Finance and Administration
and Chief Financial Officer
Adobe Systems Incorporated
1585 Charleston Road
Mountain View, California 94043-1225
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 961-4400.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities to Amount to be offering price aggregate offering Amount of
be registered registered per share(1) price(1) registration fee(1)
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<S> <C> <C> <C> <C>
Common Stock 250,000 shares $53.75 $13,437,500.00 $4,633.62
(without par
value)
<FN>
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(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low
prices of Common Stock on May 10, 1995 as reported on the National
Association of Securities Dealers Automated Quotations System.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Adobe Systems Incorporated (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K, filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended November 25, 1994.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
(d) The description of the Company's Stock Purchase Rights contained
in the Company's Registration Statement on Form 8-A, filed pursuant to Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINION. The validity of the shares of Common Stock to be
offered hereunder has been passed upon for the Company by Gray Cary Ware &
Freidenrich, A Professional Corporation. As of May 12, 1995, attorneys of Gray
Cary Ware &
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Freidenrich, a Professional Corporation, directly and indirectly owned 24,000
shares (including shares subject to options) of the Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and Bylaws provide that the
Company shall indemnify its directors, officers, employees and agents to the
full extent permitted by California law, including in circumstances in which
indemnification is otherwise discretionary under California law. In addition,
the Company has entered into separate indemnification agreements with its
directors and officers which would require the Company, among other things, to
indemnify them against certain liabilities which may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified and to maintain
directors' and officers' liability insurance, if available on reasonable terms.
These indemnification provisions may be sufficiently broad to permit
indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The undersigned 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;
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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)(l)(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 offering.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
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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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 May 12, 1995.
ADOBE SYSTEMS INCORPORATED
By: /s/ M. Bruce Nakao
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M. Bruce Nakao
Senior Vice President, Finance
and Administration, Chief
Financial Officer, Treasurer
and Assistant Secretary
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POWER OF ATTORNEY
The officers and directors of Adobe Systems Incorporated whose signatures
appear below, hereby constitute and appoint John E. Warnock and M. Bruce Nakao,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on
Form S-8, and each of the undersigned does hereby ratify and confirm all that
each of said attorney and agent, or their or his substitutes, shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ John E. Warnock Chairman of the Board and Chief May 12, 1995
- ------------------------ Executive Officer (Principal
John E. Warnock Executive Officer)
- ------------------------ President and Director May __, 1995
Charles M. Geschke
/s/ M. Bruce Nakao Senior Vice President, Finance May 12, 1995
- ------------------------ and Administration, Chief Financial
M. Bruce Nakao Officer, Treasurer and Assistant
Secretary (Principal Financial
Officer)
/s/ Michael M. Cully Vice President and Corporate May 12, 1995
- ------------------------ Controller (Principal Accounting
Michael M. Cully Officer)
/s/ William R. Hambrecht Director May 12, 1995
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William R. Hambrecht
/s/ Robert Sedgewick Director May 12, 1995
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Robert Sedgewick
/s/ William J. Spencer Director May 12, 1995
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William J. Spencer
/s/ Delbert W. Yocam Director May 12, 1995
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Delbert W. Yocam
- ------------------------- Director May __, 1995
Paul Brainerd
/s/ Gene P. Carter Director May 12, 1995
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Gene P. Carter
/s/ Michael M. Cully Vice President and Corporate May 12, 1995
- ------------------------ Controller (Principal Accounting
Michael M. Cully Officer)
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EXHIBIT INDEX
4.1 Articles of Incorporation of the Company and amendments thereto are
incorporated by reference to the exhibits to the Company's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission effective August 13, 1986 (File No. 33-6885) and
to its report on Form 10-K for the fiscal years ended November 30,
1988, November 29, 1991 and November 26, 1993
4.2 Restated Bylaws of the Company are incorporated by reference to the
Company's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on September 27, 1994 (File No. 33-84396)
4.3 Shareholder Rights Plan is incorporated by reference to the exhibits
to the Company's report on Form 8-A filed with the Securities and
Exchange Commission on July 24, 1990
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors
23.3 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
May 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: ADOBE SYSTEMS INCORPORATED - RESTRICTED STOCK OPTION PLAN, AS AMENDED
REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As legal counsel for Adobe Systems Incorporated, a California corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to 250,000
shares of the Common Stock of the Company, without par value, which may be
issued pursuant to the exercise of options granted under the Adobe Systems
Incorporated Restricted Stock Option Plan, as Amended (the "Plan").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we express
no opinion concerning any law other than the law of the State of California and
the federal law of the United States.
Based on such examination, we are of the opinion that the 250,000 shares
which may be issued upon the exercise of the options granted under the Plan are
duly authorized shares of the Company's Common Stock, and, when issued against
payment of the purchase price therefor in accordance with the provisions of the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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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 and
related schedules for each of the years in the three-year period ended
November 25, 1994, 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 reports of the other auditors.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
San Jose, California
May 9, 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 to register 250,000 shares of common stock under the Adobe Systems
Incorporated Restricted Stock Option Plan 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.
/s/ Ernst & Young LLP
Seattle, Washington
May 12, 1995
