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
October 28, 1995
Date of Report (Date of earliest event reported)
ADOBE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
California 033-6885 77-0019522
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
1585 Charleston Road
Mountain View, California 94043-1225
(Address of principal executive offices, including zip code)
(415) 961-4400
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 28, 1995 the Registrant completed the acquisition of Frame
Technology Corporation, a corporation organized and existing under the laws of
the State of California ("FRAME"), by means of a merger (the "MERGER") of J
Acquisition Corporation, a corporation organized and existing under the laws of
the State of California and a wholly owned subsidiary of the Registrant ("MERGER
SUB"), with and into Frame, pursuant to the Agreement and Plan of Merger and
Reorganization, dated as of June 22, 1995 (the "MERGER AGREEMENT"), among the
Registrant, Merger Sub and Frame. The Merger was approved by the requisite
votes of the shareholders of Frame on October 26, 1995 and effected by the
filing of the Agreement of Merger with the Secretary of State of the State of
California effective October 28, 1995. Pursuant to the Merger Agreement, at
the effective time of the Merger, each outstanding share of Frame Common Stock
was cancelled and converted into the right to receive 0.52 shares of the
Registrant's common stock. The Merger has been accounted for as a pooling of
interests.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Previously reported (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) by the Registrant in the
Registrant's Registration Statement on Form S-4, as amended (Registration
No. 033-62167), declared effective by the Securities and Exchange
Commission on September 21, 1995 under the Securities Act of 1933, as
amended (the "REGISTRATION STATEMENT").
(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
information relating to the business combination between the Registrant
and Frame on the date hereof. The Registrant anticipates filing such
required pro forma financial information not later than November 27, 1995.
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(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, dated as
of June 22, 1995, among the Registrant, Merger Sub and
Frame (incorporated herein by reference to Annex A to the
Proxy Statement/Prospectus filed as part of the
Registration Statement).
99.1 Press release dated October 30, 1995 regarding completion
of the Merger.
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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 hereunto duly authorized.
ADOBE SYSTEMS INCORPORATED
Dated: November 9, 1995 By /s/ M. Bruce Nakao
-------------------------
M. Bruce Nakao
Senior Vice President,
Finance and Administration,
Chief Financial Officer,
Treasurer and Assistant
Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization among Adobe
Systems Incorporated, J Acquisition Corporation and Frame
Technology Corporation, dated as of June 22, 1995
(incorporated by reference to Annex A to the Proxy
Statement/Prospectus filed as a part of the Registrant's
Registration Statement on Form S-4, as amended (Registration
No. 033-62167), declared effective by the Securities and
Exchange Commission on September 21, 1995 under the
Securities Act of 1933, as amended).
99.1 Press release issued October 30, 1995 regarding Adobe
Systems Incorporated's completion of its acquisition of
Frame Technology Corporation.