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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
DATE OF REPORT May 5, 1997
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FRACTAL DESIGN CORPORATION
(Exact name of registrant as specified in its charter)
0-26822
(Commission File Number)
California 77-0276903
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5550 Scotts Valley Drive
Scotts Valley, CA 95066
(Address of principal executive offices, with zip code)
(408) 430-4000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 1, 1997, Fractal Design Corporation, a California corporation (the
"Company"), announced its financial results for the quarter ended March 31,
1997. Further details regarding this announcement are contained in the
Company's press release dated May 1, 1997 attached as an exhibit hereto and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit 99 Fractal Design Corporation Press Release dated May 1, 1997
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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 thereunto duly authorized.
FRACTAL DESIGN CORPORATION
Date: May 5, 1997 By: /s/ LESLIE WRIGHT
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Leslie Wright
Chief Financial Officer and Chief
Operating Officer
(Duly Authorized and Principal
Financial and Accounting Officer)
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FRACTAL DESIGN CORPORATION
INDEX TO EXHIBITS
Exhibit Number Description Sequential Page Number
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99.1 Press Release dated May 1, 1997
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Exhibit 99.1
FRACTAL DESIGN CORPORATION REPORTS
FOURTH QUARTER RESULTS
Scotts Valley, CA., May 1, 1997 - Fractal Design Corporation today reported
final results for its fiscal quarter ended March 31, 1997. These results are
within the estimated range that the company had preliminarily announced for
the fourth fiscal quarter of 1997.
For the quarter, Fractal's net revenues were $7,004,000, a decrease of 25%
percent over revenues of $9,307,000 in the fourth quarter a year ago.
Fractal's net revenues for the twelve months ended March 31, 1997 totaled
$34,901,000, an increase of 18% percent over the same period last year.
Net loss for the quarter was $513,000 or $(0.04) per share, compared to net
income of $1,345,000 and $.10 per share in the prior year.
FULL YEAR OPERATING AND NET INCOME
Operating income for the twelve months ended March 31, 1997, before a
$1,865,000 one-time charge to earnings for the May 1996 acquisition of Ray
Dream Inc., was $3,571,000, a decrease of 15% percent from the same period one
year ago. Net income for the twelve months ended March 31, 1997, before the
one time merger charge, was $3,188,000 or $0.25 per share, as compared to
$2,926,000 and $0.25 per share from the prior year.
After giving effect to the one-time merger charge, the company had net income
of $1,589,000, or $ 0.12 per share, based on 12,965,000 common and common
equivalent shares.
MERGER WITH METATOOLS
On April 28, 1997, the S-4 and proxy for the merger of Fractal Design and
MetaTools was made effective and has been mailed to shareholders of record at
the close of business on April 11, 1997. The merger will be submitted to a
vote of both company's shareholders on May 29, 1997.
This press release contains forward-looking statements and estimates. Results
could differ from those anticipated in the statements above, in particular, as
to the timing and outcome of the shareholder vote on the proposed merger with
MetaTools. Additional information about potential factors which could affect
the Company's financial results is included in the
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Registration Statements on Form S-4 relating to the acquisition of Ray
Dream, and the proposed merger with MetaTools, both of which are on file
with the Securities and Exchange Commission, and in particular the
information under the headings "Risk Factors", "Reasons for the Merger",
"Recent Developments", "The Merger and Related Transactions", "Fractal
Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Ray Dream Management's Discussion and Analysis of
Financial Condition and Results of Operations," the Company's Annual Report
on Form 10-KSB for the fiscal year ended March 31, 1996, the Company's
Quarterly Report on Form 10-QSB for the quarter ended December 31, 1996, and
the Company's current report on Form 8K filed on March 18, 1997, which are
on file with the SEC, and in particular the information under the caption,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." A copy of the Registration Statements, Form 10-KSB, and Form 10-
QSB are available upon request to the Company.
COMPANY OVERVIEW
Fractal Design Corporation is a major force in multi-platform graphics
software, developing and marketing products that unite traditional art and
design techniques with digital technology. Fractal Design products are
engineered to facilitate and extend the range of creativity for all design
professionals and graphic hobbyists working on desktop computers.
