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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 12, 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 2: ACQUISITION OR DISPOSITION OF ASSETS.
On January 12, 2000, Macromedia Inc, a Delaware corporation (the "Company"),
through a majority owned subsidiary, Shockwave.com, Inc., a Delaware
Corporation, consummated its merger with Atom Corporation, a Washington
Corporation, in a stock-for-stock transaction, which was accounted for as a
purchase business combination. Under the terms of the transaction, Shockwave.com
acquired 100% of the capital stock of Atom Corporation in exchange for the
security holders receiving capital stock, options and warrants equal to
approximately 30% of Shockwave.com's post merger capitalization.
As a result of the transaction, our ownership percentage in Shockwave.com fell
to approximately 34%. Immediately subsequent to the transaction, we
unconsolidated Shockwave.com from our consolidated financial statements and
began accounting for our proportionate share of Shockwave.com's results of
operations using the equity method of accounting.
ITEM 7: FINANCIAL STATEMENTS, PROFORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later
than 60 days after January 27, 2001.
(b) Pro Forma Financial Statements.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the pro forma financial statements
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later
than 60 days after January 27, 2001.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set Forth
below.
2.01 Agreement and Plan of Reorganization dated December 14, 2000, by
and among Shockwave.com, Inc., a Delaware Corporation and Atom
Corporation, a Washington Corporation.
2.02 Certificate of Merger of Atom Corporation with and into
Shockwave.com, Inc. dated January 12, 2001.
2.03 Articles of Merger between Atom Corporation and Shockwave.com,
Inc. dated January 12, 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 26, 2001 By: /s/ Elizabeth A. Nelson
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Elizabeth A. Nelson, Executive Vice President
and Chief Financial Officer
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INDEX EXHIBIT
Exhibit
Number Description
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2.01 Agreement and Plan of Reorganization dated December 14, 2000, by
and among shockwave.com, Inc., a Delware Corporation and Atom
Corporation, a Washington Corporation.
2.02 Certificate of Merger of Atom Corporation with and into
Shockwave.com, Inc. dated January 12, 2001.
2.03 Articles of Merger between Atom Corporation and Shockwave.com,
Inc. dated January 12, 2001.
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