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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 (Date of earliest event reported): JANUARY 16, 2001
MACROMEDIA, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-22688 94-31550268
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(Commission (IRS Employer
File Number) Identification No.)
600 TOWNSEND ST., SAN FRANCISCO, CA 94103
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(Address of principal executive offices) (Zip Code)
(415) 252-2000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS.
On January 16, 2000, we announced that we had signed a definitive agreement to
acquire Allaire Corporation, a Delaware corporation. It is expected that we will
exchange 0.2 shares of our stock and $3 in cash for each Allaire share or a
total of approximately 6.3 million Macromedia shares and options for all Allaire
shares and options on a fully-diluted basis, and approximately $82 million. The
transaction will be accounted for as a purchase business combination. This
transaction is subject to certain closing conditions, including regulatory
approvals and the approval of the Allaire stockholders, and is expected to close
by the end of the second calendar quarter of 2001. Stockholders of Allaire
holding approximately 12% of the outstanding stock of Allaire have agreed to
vote in favor of the merger. In connection with the merger agreement, Allaire
has granted to us an option to acquire 19.9 percent of Allaire's stock,
exercisable in certain circumstances. The foregoing description is not a
description of all of the material terms of the transaction. You should read the
documents that are attached as exhibits to this report for a more complete
understanding of the transaction.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.01 Agreement and Plan of Merger dated January 16, 2001, by and
among Macromedia, Inc., Alaska Acquisition Corporation, and Allaire Corporation.
2.02 Stock Option Agreement dated January 16, 2001 by and between
Macromedia, Inc. and Allaire Corporation.
2.03 Form of Voting Agreement dated January 16, 2001, by and
between Macromedia, Inc. and each of certain individual stockholders of Allaire
Corporation.
99.01 Press Release dated January 16, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MACROMEDIA, INC.
Date: January 24, 2001 By: /s/ Elizabeth A. Nelson
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Elizabeth A. Nelson, Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.01 Agreement and Plan of Merger dated January 16, 2001, by and
among Macromedia, Inc., Alaska Acquisition Corporation, and
Allaire Corporation.
2.02 Stock Option Agreement dated January 16, 2001 by and between
Macromedia, Inc. and Allaire Corporation.
2.03 Form of Voting Agreement dated January 16, 2001, by and
between Macromedia, Inc. and each of certain individual
stockholders of Allaire Corporation.
99.01 Press Release dated January 16, 2001.