<PAGE>
As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
ADOBE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0019522
(State of Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
-----------------------------
345 PARK AVENUE
SAN JOSE, CALIFORNIA 95110
(408) 536-6000
(Address and telephone number of principal executive offices)
-----------------------------
ADOBE SYSTEMS INCORPORATED
AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK PLAN
(Full title of the plan)
P. JACKSON BELL
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
CHIEF ADMINISTRATIVE OFFICER, AND ASSISTANT SECRETARY
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CALIFORNIA 95110
(408) 536-6000
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to Offering Price Aggregate Offering Amount of
Registered be Registered Per Share(1) Price (1) Registration Fee (1)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock
(par value $0.0001) 500,000 $39.6875 $19,843,750 $5,854
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------------------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee, based upon the average of the high and low prices of the
Company's common stock on June 19, 1998 as reported on The Nasdaq National
Market.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference in this registration
statement:
(a) The contents of the Registration Statements on Form S-8 (No. 33-84396,
effective September 27, 1994) previously filed with respect to the
Adobe Systems Incorporated 1994 Performance and Restricted Stock Plan.
(b) The Registrant'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 Registrant's latest fiscal year ended November 28, 1997.
(c) 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
Registrant document referred to in (b) above.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED BY REFERENCE FILED
NUMBER EXHIBIT DESCRIPTION FORM DATE NUMBER HEREWITH
- ------- ------------------- ---- ---- ------ --------
<S> <C> <C> <C> <C> <C>
4.1 The Registrant's (as successor in- 10-Q 05/30/97 3.1
interest to Adobe Systems (Delaware)
Incorporated by virtue of a
reincorporation effective 5/30/97)
Certificate of Incorporation, as
filed with the Secretary of State
of the State of Delaware on 5/9/97.
4.2 Amended and Restated Bylaws of 10-K 11/28/97 3.2.10
Registrant as currently in effect.
4.3 Second Amended and Restated Rights 8-K 08/29/97 4
Agreement between the Company and
Harris Trust Company of California
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED BY REFERENCE FILED
NUMBER EXHIBIT DESCRIPTION FORM DATE NUMBER HEREWITH
- ------- ------------------- ---- ---- ------ --------
<S> <C> <C> <C> <C> <C>
4.4 Agreement and Plan of Merger effective 10-Q 5/30/97 2.1
5/30/97 (by virtue of a reincorporation)
by and between Adobe Systems Incorporated,
a California corporation and Adobe Systems
(Delaware) Incorporated, a Delaware
corporation.
5 Opinion of counsel as to the legality of X
the securities being registered hereby.
23.1 Consent of counsel (included in Exhibit 5). X
23.2 Consent of KPMG Peat Marwick LLP, X
Independent Auditors.
24.1 Power of Attorney is contained on X
the signature page.
</TABLE>
II-2
<PAGE>
SIGNATURES:
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable ground 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 San Jose, State of California, on this 24th day of
June, 1998.
Adobe Systems Incorporated
(Registrant)
By: /s/ P. JACKSON BELL
-------------------------------
P. Jackson Bell
Executive Vice President,
Chief Financial Officer,
Chief Administrative Officer
and Assistant Secretary
II-3
<PAGE>
POWER OF ATTORNEY
The officers and directors of Adobe Systems Incorporated whose signatures
appear below hereby constitute and appoint John E. Warnock and P. Jackson Bell,
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 below by the following persons in
the capacities indicated on June 24, 1998.
Signature Title
- --------- -----
/s/ JOHN E. WARNOCK Chairman of the Board and Chief
- ----------------------------------- Executive Officer
John E. Warnock (Principal Executive Officer)
/s/ CHARLES M. GESCHKE Chairman of the Board and President
- -----------------------------------
Charles M. Geschke
/s/ P. JACKSON BELL Executive Vice President, Chief
- ----------------------------------- Financial Officer, Chief Administrative
P. Jackson Bell Officer and Assistant Secretary
(Principal Financial Officer)
/s/ HAROLD L. COVERT
- ----------------------------------- Vice President, Finance and
Harold L. Covert Vice President, Worldwide Field
Operations
(Principal Accounting Officer)
/s/ WILLIAM R. HAMBRECHT Director
- -----------------------------------
William R. Hambrecht
/s/ ROBERT SEDGEWICK Director
- -----------------------------------
Robert Sedgewick
/s/ WILLIAM J. SPENCER Director
- -----------------------------------
William J. Spencer
/s/ GENE P. CARTER Director
- -----------------------------------
Gene P. Carter
/s/ DELBERT W. YOCAM Director
- -----------------------------------
Delbert W. Yocam
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- -------- -------------------------------------------------------------------
<S> <C>
4.1 The Registrant's (as successor in-interest to Adobe Systems
(Delaware) Incorporated by virtue of a reincorporation effective
5/30/97) Certificate of Incorporation, as filed with the Secretary
of State of the State of Delaware on 5/9/97
4.2 Amended and Restated Bylaws of Registrant as currently in effect
4.3 Second Amended and Restated Rights Agreement between the Company
and Harris Trust Company of California
4.4 Agreement and Plan of Merger effective 5/30/97 (by virtue of a
reincorporation) by and between Adobe Systems Incorporated, a
California corporation and Adobe Systems (Delaware) Incorporated, a
Delaware corporation
5 Opinion of counsel as to the legality of the securities being
registered hereby
23.1 Consent of counsel (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors
24.1 Power of Attorney is contained on the signature page
</TABLE>
<PAGE>
[ADOBE SYSTEMS INCORPORATED LETTERHEAD]
EXHIBIT 5
June 24, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: ADOBE SYSTEMS INCORPORATED AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK
PLAN - REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As legal counsel for Adobe Systems Incorporated, a Delaware corporation (the
"Company"), I am rendering this opinion in connection with the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about June 24, 1998 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of up to 500,000
shares of the Company's Common Stock, par value $0.0001, authorized for issuance
pursuant to the Adobe Systems Incorporated Amended 1994 Performance and
Restricted Stock Plan (the "Plan").
I have examined all instruments, documents and records which I deemed relevant
and necessary for the basis of my opinion hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies.
I am admitted to practice only in the State of California and I express no
opinion concerning any law other than the law of the State of California and the
federal law of the United States. As to matters of Delaware corporation law, I
have based my opinion solely upon my examination of such laws and the rules and
regulations of the authorities administering such laws, all as reported in
standard, unofficial compilations. I have not obtained opinions of counsel
licensed to practice in jurisdictions other than the State of California.
Based on such examination, I am of the opinion that the 500,000 shares which may
be issued pursuant to the Plan are duly authorized shares of the Company's
Common Stock, and, when issued in accordance with the provision of the Plan,
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of my name wherever it appears in said
Registration Statement.
Respectfully submitted,
/s/ CHERYL K. HOUSE
Cheryl K. House
Corporate Securities Counsel
Adobe Systems Incorporated
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Adobe Systems Incorporated:
We consent to incorporation by reference of our report dated December
16, 1997, relating to the consolidated balance sheets of Adobe Systems
Incorporated and subsidiaries as of November 28, 1997 and November 29, 1996,
and the related consolidated statements of income, stockholders' equity, and
cash flows for each of the years in the three-year period ended November 28,
1997, and the related schedule, which report appears in the November 28,
1997, annual report on Form 10-K of Adobe Systems Incorporated.
/s/ KPMG PEAT MARWICK LLP
Mountain View, California
June 23, 1998
