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As filed with the Securities and Exchange Commission on July 19, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACROMEDIA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3155026
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
600 TOWNSEND STREET, SUITE 310W
SAN FRANCISCO, CALIFORNIA 94103
(Address of principal executive offices, including zip code)
1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
RICHARD B. WOOD
VICE PRESIDENT OF OPERATIONS, CHIEF FINANCIAL OFFICER AND SECRETARY
600 TOWNSEND STREET, SUITE 310W
SAN FRANCISCO, CALIFORNIA 94103
(415) 252-2000
(Name, address and telephone number, including area code, of agent for service)
COPIES TO:
Danielle C. Cullinane, Esq.
Fenwick & West
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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- ----------------------------- -------------------- ---------------------- ---------------------- --------------------
Amount Proposed Maximum Proposed Maximum
Title of Securities to be to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
- ----------------------------- -------------------- ---------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share....... 1,800,000(1) $15.5(2) $27,900,000(2) $9,621.00
- ---------------------------------------------------------------------------------------------------------------------
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(1) Additional shares available for grant and not subject to
outstanding options as of June 30, 1996 under the Registrant's
1992 Equity Incentive Plan.
(2) Estimated as of July 16, 1996 pursuant to Rule 457(c) solely for
the purpose of calculating the amount of the registration fee.
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This registration statement pertains to additional securities of the
same class as other securities for which a registration statement filed on Form
S-8 relating to an employee benefit plan is effective. The contents of the
Registrant's Form S-8 (File No. 33-96188) filed with the Commission on August
25, 1995 are incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996 filed on June 27, 1996 pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as
amended, which Annual Report contains audited financial
statements for the fiscal year ended March 31, 1996.
(b) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A filed on
October 22, 1993 under Section 12(g) of the Exchange Act, as
amended on the Registrant's Form 8-A/A filed on October 5,
1995, including any amendment or report filed for the purpose
of updating such description.
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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
ITEM 8. EXHIBITS.
4.01 Registrant's Amended and Restated Certificate of
Incorporation (incorporated herein by reference to
Exhibit 4.01 to the Registrant's registration
statement on Form S-8 (File No. 33-89092 filed with
the Commission on February 3, 1995).
4.02 Certificate of Amendment of Registrant's Restated
Certificate of Incorporation (incorporated herein by
reference to the Registrant's registration statement
on Form 8-A/A filed with the Commission on October 5,
1995).
4.03 Registrant's Bylaws, as amended (incorporated herein
by reference to Exhibit 3.02 to the Registrant's
Registration Statement on Form S-1 (File No.
33-70624) declared effective by the Commission on
December 10, 1993 (the "Form S-1")).
4.04 Amendment to Registrant's Bylaws effective October
15, 1993 (incorporated herein by reference to Exhibit
3.03 to the Form S-1).
4.05 Registrant's 1992 Equity Incentive Plan, as amended
(incorporated herein by reference to Exhibit 10.04 to
the Registrant's Annual Report on Form 10-K for the
year ended March 31, 1996 filed on June 27, 1996).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit
5.01).
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23.02 Consent of KPMG Peat Marwick LLP, independent
auditors.
23.03 Consent of Arthur Andersen LLP, independent auditors.
24.01 Power of Attorney (see page 4).
[The remainder of this page has been intentionally
left blank.]
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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 San Francisco, State of California, on the 18th day
of July, 1996.
MACROMEDIA, INC.
By: /s/ Richard B. Wood
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Richard B. Wood
Vice President of Operations,
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual and corporation
whose signature appears below constitutes and appoints John C. Colligan and
Richard B. Wood, and each of them, his or its true and lawful attorneys-in-fact
and agents with full power of substitution, for him or it and in his or its
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully 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 date indicated.
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Signature Title Date
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<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ John C. Colligan
- -------------------------------------- Chairman, President and Chief July 18, 1996
John C. Colligan Executive Officer
PRINCIPAL FINANCIAL OFFICER
AND ACCOUNTING OFFICER:
/s/ Richard B. Wood
- -------------------------------------- Vice President of Operations, July 18, 1996
Richard B. Wood Chief Financial Officer and Secretary
ADDITIONAL DIRECTORS:
/s/ Kevin F. Crowder
- -------------------------------------- Director July 18, 1996
Kevin F. Crowder
/s/ L. John Doerr
- -------------------------------------- Director July 18, 1996
L. John Doerr
- -------------------------------------- Director July __, 1996
James R. Von Ehr II
- -------------------------------------- Director July __, 1996
C. Richard Kramlich
/s/John C. Laing
- -------------------------------------- Director July 18, 1996
John C. Laing
/s/ Donald L. Lucas
- -------------------------------------- Director July 18, 1996
Donald L. Lucas
/s/ William B. Welty
- -------------------------------------- Director July 18, 1996
William B. Welty
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EXHIBIT INDEX
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Exhibit No. Description Page
<S> <C> <C>
4.01 Registrant's Amended and Restated Certificate
of Incorporation (incorporated herein by
reference to Exhibit 4.01 to the Registrant's
registration statement on Form S-8 (File No.
33-89092 filed with the Commission on
February 3, 1995).
4.02 Certificate of Amendment of Registrant's
Restated Certificate of Incorporation
(incorporated herein by reference to the
Registrant's registration statement on Form
8-A/A filed with the Commission on October 5,
1995).
4.03 Registrant's Bylaws, as amended (incorporated
herein by reference to Exhibit 3.02 to the
Registrant's Registration Statement on Form
S-1 (File No. 33-70624) declared effective by
the Commission on December 10, 1993 (the
"Form S-1")).
4.04 Amendment to Registrant's Bylaws effective
October 15, 1993 (incorporated herein by
reference to Exhibit 3.03 to the Form S-1).
4.05 Registrant's 1992 Equity Incentive Plan, as
amended (incorporated herein by reference to
Exhibit 10.04 to the Registrant's Annual
Report on Form 10-K for the year ended March
31, 1996 filed on June 27, 1996).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in
Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick LLP, independent
auditors.
23.03 Consent of Arthur Andersen LLP, independent
auditors.
24.01 Power of Attorney (see page 4).
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EXHIBIT 5.01
July 18, 1996
Macromedia, Inc.
600 Townsend Street, Suite 310W
San Francisco, CA 94103
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on or about July 19, 1996 in connection with the
registration under the Securities Act of 1933, as amended, of 1,800,000 shares
of your Common Stock (the "Common Stock") to be sold by you pursuant to stock
options to be granted by you to your (or your parent's, subsidiaries' or
affiliates') employees, officers, directors, consultants, independent
contractors and advisors under your 1992 Equity Incentive Plan, as amended (the
"1992 Plan").
As your counsel, we have examined the proceedings taken by you in
connection with the adoption and amendment of the 1992 Plan.
It is our opinion that the 1,800,000 shares of Common Stock that may be
issued and sold by you pursuant to the stock options to be granted under the
1992 Plan, when issued and sold in the manner referred to in the relevant
Prospectus associated with the Registration Statement, the 1992 Plan and
accompanying stock options, will be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto.
Very truly yours,
Fenwick & West LLP
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(Exhibit 23.02)
Consent of Independent Auditors
The Board of Directors
Macromedia, Inc. and Subsidiaries:
We consent to incorporation by reference in the registration statement on Form
S-8 of Macromedia, Inc. of our report dated April 16, 1996, relating to the
consolidated balance sheets of Macromedia, Inc. and subsidiaries as of March 31,
1996 and 1995, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
March 31, 1996, and the related schedule, which report appears in the March 31,
1996, annual report on Form 10-K of Macromedia, Inc.
As indicated in our report, we did not audit the financial statements of Altsys
Corporation, a company acquired by Macromedia, Inc. in a business combination
accounted for as a pooling of interests for the nine months ended September 30,
1994, and as of and for the year ended December 31, 1993. Those financial
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 Altsys
Corporation for such periods, is based solely on the report of the other
auditors.
KPMG Peat Marwick LLP
Palo Alto, California
July 16, 1996
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EXHIBIT 23.03
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
on the financial statements of Altsys Corporation dated November 28, 1994
incorporated by reference in 1992 Equity Incentive Plan Registration Statement
on Form S-8 of Macromedia, Inc. It should be noted that we have audited the
financial statements of Altsys Corporation for the year ended December 31, 1993
and the nine-month period ended September 30, 1994. We have not audited any
financial statements subsequent to September 30, 1994 or performed any audit
procedures subsequent to the date of our report.
Arthur Andersen LLP
Dallas, Texas,
July 16, 1996
