SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) MAY 24, 1996
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FRACTAL DESIGN CORPORATION
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(Exact name of registrant as specified in charter)
CALIFORNIA 77-0276903
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
335 SPRECKELS DRIVE, APTOS, CALIFORNIA 95003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 688-5300
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N/A
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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.
Pursuant to the Agreement and Plan of Reorganization (the "Reorganization
Agreement") by and among Fractal Design Corporation ("Fractal"), Fractal
Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Fractal,
and Ray Dream, Inc., a California corporation ("Ray Dream") dated as of
February 17, 1996 and the related Agreement of Merger (the "Merger Agreement"),
filed with the California Secretary of State on May 24, 1996, Merger Sub was
merged with and into Ray Dream (the "Merger"). As a result of the Merger, Ray
Dream has become a wholly-owned subsidiary of Fractal.
At the time the Merger became effective on May 24, 1996 (the "Effective
Date"), each share of Common Stock of Ray Dream outstanding immediately prior to
the Effective Date was converted into and exchanged for 0.565249 shares of
Common Stock of Fractal. The aggregate number of shares of Common Stock of
Fractal issued in accordance with the terms of the Reorganization Agreement and
the Merger Agreement upon such conversion and exchange was 3,165,660 shares.
Under the terms of the Reorganization Agreement, a total of 316,556 shares
of Common Stock of Fractal issued as described in the preceding paragraph will
be held in escrow for the purpose of indemnifying Fractal against certain
liabilities of Ray Dream. Such escrow will expire on September 30, 1996.
In addition, pursuant to the Reorganization Agreement, Fractal has reserved
an aggregate of 219,459 shares of its Common Stock for issuance upon exercise of
previously outstanding options to purchase Ray Dream Common Stock, which options
vest and become exercisable in accordance with the terms of the respective,
original Ray Dream stock option agreements.
The amount of consideration paid in connection with the Merger was
determined in arms-length negotiations between officers of Fractal and Ray
Dream. The terms of the transaction were approved by the Boards of Directors
and the shareholders of Fractal, Merger Sub and Ray Dream.
Further information with respect to the Merger is set forth in Fractal's
Registration Statement on Form S-4 under the caption "The Merger," declared
effective by the Commission on April 26, 1996.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Incorporated by reference from Registrant's Registration Statement
filed on Form S-4 (Registration No. 333-2110), declared effective by the
Commission on April 26, 1996.
(b) PRO FORMA FINANCIAL INFORMATION.
It is currently impracticable for the Registrant to provide the pro
forma combined financial statements of Fractal and Ray Dream required
pursuant to Article 11 of Regulation S-X. In accordance with Items 7(a)(4)
and 7(b)(2) of the Instructions to Form 8-K, the Registrant will file such
financial statements as soon as they are available, and in no event later
than August 7, 1996.
(c) EXHIBITS.
2.1* Agreement and Plan of Reorganization dated January 28, 1994 among
Registrant, Fractal Acquisition Corporation and Ray Dream, Inc.
2.2 Agreement of Merger dated as of May 24, 1996 among Registrant,
Fractal Acquisition Corporation and Ray Dream, Inc. as filed with
the California Secretary of State on May 24, 1996.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors of Ray
Dream.
* Incorporated by reference from Registrant's Registration
Statement filed on Form S-4 (Registration No. 333-2110), declared
effective by the Commission on April 26, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Fractal Design Corporation
(Registrant)
Dated: June 6, 1996 By: /s/ LESLIE WRIGHT
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Leslie Wright
Chief Operating Officer, Chief
Financial Officer and Assistant Secretary
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INDEX TO EXHIBITS
Exhibit
No. Exhibit
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2.1* Agreement and Plan of Reorganization dated February 17, 1996
Registrant, Fractal Acquisition Corporation, and Ray Dream, Inc.
2.2 Agreement of Merger dated as of May 24, 1996 among Registrant,
Fractal Acquisition Corporation and Ray Dream, Inc. as filed with
the California Secretary of State on May 24, 1996
23.1 Consent of KPMG Peat Marwick LLP, independent auditors of Ray
Dream.
* Incorporated by reference from Registrant's Registration Statement filed
on Form S-4 (Registration No. 333-2110), declared effective by the Commission
on April 26, 1996.
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