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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
October 28, 1995
Date of Report (Date of earliest event reported)
ADOBE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
California 033-6885 77-0019522
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
1585 Charleston Road
Mountain View, California 94043-1225
(Address of principal executive offices, including zip code)
(415) 961-4400
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 28, 1995 the Registrant completed the acquisition of Frame
Technology Corporation, a corporation organized and existing under the laws of
the State of California ("FRAME"), by means of a merger (the "MERGER") of J
Acquisition Corporation, a corporation organized and existing under the laws of
the State of California and a wholly owned subsidiary of the Registrant ("MERGER
SUB"), with and into Frame, pursuant to the Agreement and Plan of Merger and
Reorganization, dated as of June 22, 1995 (the "MERGER AGREEMENT"), among the
Registrant, Merger Sub and Frame. The Merger was approved by the requisite
votes of the shareholders of Frame on October 26, 1995 and effected by the
filing of the Agreement of Merger with the Secretary of State of the State of
California effective October 28, 1995. Pursuant to the Merger Agreement, at
the effective time of the Merger, each outstanding share of Frame Common Stock
was cancelled and converted into the right to receive 0.52 shares of the
Registrant's common stock. The Merger has been accounted for as a pooling of
interests.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Previously reported (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) by the Registrant in the
Registrant's Registration Statement on Form S-4, as amended (Registration
No. 033-62167), declared effective by the Securities and Exchange
Commission on September 21, 1995 under the Securities Act of 1933, as
amended (the "REGISTRATION STATEMENT").
(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
information relating to the business combination between the Registrant
and Frame on the date hereof. The Registrant anticipates filing such
required pro forma financial information not later than November 27, 1995.
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(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, dated as
of June 22, 1995, among the Registrant, Merger Sub and
Frame (incorporated herein by reference to Annex A to the
Proxy Statement/Prospectus filed as part of the
Registration Statement).
99.1 Press release dated October 30, 1995 regarding completion
of the Merger.
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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 hereunto duly authorized.
ADOBE SYSTEMS INCORPORATED
Dated: November 9, 1995 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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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization among Adobe
Systems Incorporated, J Acquisition Corporation and Frame
Technology Corporation, dated as of June 22, 1995
(incorporated by reference to Annex A to the Proxy
Statement/Prospectus filed as a part of the Registrant's
Registration Statement on Form S-4, as amended (Registration
No. 033-62167), declared effective by the Securities and
Exchange Commission on September 21, 1995 under the
Securities Act of 1933, as amended).
99.1 Press release issued October 30, 1995 regarding Adobe
Systems Incorporated's completion of its acquisition of
Frame Technology Corporation.
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EXHIBIT 99.1
[ADOBE LETTERHEAD]
FOR IMMEDIATE RELEASE
ADOBE COMPLETES ACQUISITION OF FRAME
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Mountain View, Calif., (October 30, 1995) (Nasdaq:ADBE)--Adobe Systems
Incorporated today announced that it has completed its acquisition of Frame
Technology Corporation following approval by Frame shareholders at a meeting
held Thursday, October 26 in San Jose. The acquisition effective at 12:01 a.m.
California time on Saturday, October 28. The acquisition, which was announced
on June 22, 1995 adds to Adobe's leadership as a provider of technologies and
software for the creation, delivery and access of graphically rich information.
Under the terms of the acquisition agreement, Adobe exchanged 52 shares of its
common stock for each share of Frame common stock. Based on approximately 16.3
million shares of outstanding Frame common stock and Adobe's closing stock price
for October 27, the transaction is valued at approximately $460 million. The
acquisition is intended to qualify as a tax-free reorganization and a "pooling
of interests" for accounting and financial purposes.
"More than any other company in the software business, Adobe is now poised to
unleash the power of the computer as a communications tool," said John Warnock,
chairman and CEO. "We are integrating our industry-leading products and
building upon our PostScript-TM- language and Portable Document Format
standards to form the world's most productive digital tools for the creation,
exchange, delivery and use of information."
STAFF CUTBACKS ANNOUNCED
In connection with the acquisition, Adobe announced plans to reduce its
worldwide staff by approximately 150 employees, or approximately 7 percent of
the combined Adobe/Frame workforce. Reductions in staff will come from both the
Adobe and Frame organizations, primarily in the administrative and sales
functions. Employees affected by the reduction will receive severance packages
and outplacement assistance.
(more)
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Adobe Completes Acquisition of Frame
"Staff cutbacks are the most difficult reality of a transaction like this, even
when you know they are inevitable," said Chuck Geschke, president of Adobe.
"However, we believe our cost reduction measures are necessary to ensure that
Adobe begins this new phase of its evolution on a solid financial base."
CORPORATE IDENTITY AND ORGANIZATION
Although Adobe Systems will supersede Frame Technology Corporation as the
corporate identity for the new company, specific product name changes are yet to
be determined and will be announced when they are introduced to the marketplace.
The company also confirmed its corporate officers. Adobe corporate officers
are John E. Warnock, chairman of the board and chief executive officer;
Charles M. Geschke, president; Derek S. Gray, senior vice president and
general manager, Adobe Europe; Stephen A. MacDonald, senior vice president
and chief operating officer; M. Bruce Nakao, senior vice president and chief
operating officer; M. Bruce Nakao, senior vice president and chief financial
officer; Colleen M. Pouliot, vice president, general counsel and secretary;
and David B. Pratt, senior vice president and chief operating officer.
Adobe Systems Incorporated, founded in 1982, is headquartered in Mountain View,
California. Adobe develops, markets and supports computer software products and
technologies that enable users to create, display, print and communicate
electronic documents. The company licenses its technology to major computer,
printing and publishing suppliers, and markets a line of applications software
and type products for authoring visually rich documents. Additionally, the
company markets a line of powerful, but easy to use, products for home and small
business users. Adobe has subsidiaries in Europe and the Pacific Rim serving a
worldwide network of dealers and distributors. Adobe's 1994 revenue was
approximately $598 million.
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Adobe and PostScript are trademarks of Adobe Systems Incorporated, which may be
registered in certain jurisdictions.
