SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 14, 1997
ADOBE SYSTEMS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 33-6885 77-0019522
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
345 Park Avenue, San Jose, California 95110-2704
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (408) 536-6000
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(Former name or former address, if changed since last report.)
This Current Report contains ___ pages.
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ITEM 5. OTHER EVENTS.
In connection with the Company's recent reincorporation in the State of
Delaware, on May 30, 1997, the Company amended its Rights Agreement, dated
as of July 11, 1990, as amended by the Amended and Restated Rights Agreement
(the "First Amended and Restated Rights Agreement") dated as of April 10, 1996,
by entering into the Second Amended and Restated Rights Agreement, dated as of
August 14, 1997, with Harris Trust Company of California (the "Second Amended
and Restated Rights Agreement"). Capitalized terms used and not otherwise
defined herein have the meanings ascribed to them in the Second Amended and
Restated Rights Agreement which is attached to this Current Report as an
exhibit. The Company also amended its Bylaws (i) to change an advance notice
requirement for stockholder proposals to be brought before an annual meeting of
stockholders and (ii) to provide for the ability to delegate certain functions
of the Chief Financial Officer to a Vice President Finance.
In general, the First Amended and Restated Rights Agreement has been
amended as follows:
1. The exercise threshold of the Rights under the Second Amended and
Restated Rights Agreement has been lowered to 15% from 20%. The Rights are now
exercisable if any person or group acquires beneficial ownership of 15% or more
of the Company's outstanding Common Stock (a "Flip-In Event").
2. The Rights now entitle the holder, subject to the terms of the Second
Amended and Restated Rights Agreement, to purchase from the Company one one-
thousandth of a share (a "Unit") of Series A Preferred Stock, par value $.0001
per share (the "Preferred Stock"), at a Purchase Price of $115 per Unit, subject
to adjustment.
3. The exchange provisions of Section 24 have been amended to provide that
the Board of Directors, at its option and under certain circumstances, may
exchange each Right for (i) one Unit of Preferred Stock or (ii) such number of
Units of Preferred Stock as will equal (x) the difference between the aggregate
market price of the number of Units of Preferred Stock to be received upon a
Flip-In Event and the Purchase Price divided by (y) the current market price per
Unit of Preferred Stock upon the Flip-In Event.
4. The concurrence of a majority of the Continuing Directors then in
office is required under the Second Amended and Restated Rights Agreement to
give effect to any action, calculation, interpretation or determination made by
the Board of Directors of the Company in the administration of the Second
Amended and Restated Rights Agreement and the exercise of the rights or powers
granted to the Board of Directors of the Company pursuant to the Second Amended
and Restated Rights Agreement and no effect shall be given
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to any such action, calculation, interpretation, determination or exercise of
rights or powers unless at least two Continuing Directors are then in office.
In general, the advance notice requirement of the Bylaws has been amended
to require that a notice of any stockholder proposals to be brought before an
annual meeting of stockholders must be given to the Company not later than 120
days prior to the date that the Company's proxy statement was released to
stockholders in connection with the previous year's annual meeting. In
addition, the Bylaws have been amended to provide for the ability to delegate
certain functions of the Chief Financial Officer to a Vice President Finance.
A copy of the Amended and Restated Bylaws of the Company is attached hereto
as Exhibit 3.2 and is incorporated herein by reference, and a copy of the Second
Amended and Restated Rights Agreement is attached hereto as Exhibit 4 and is
incorporated herein by reference. The foregoing description of the changes to
Bylaws and the First Amended and Restated Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to the Amended and
Restated Bylaws and the Second Amended Restated Rights Agreement, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Item 7 is hereby amended by adding the following exhibits attached hereto:
3.2 Amended and Restated Bylaws.
4. Second Amended and Restated Rights Agreement dated as of August 14,
1997 between the Company and Harris Trust Company of California.
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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
(Registrant)
By: /s/ Colleen M. Pouliot
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Colleen M. Pouliot
Vice President, General
Counsel and Secretary
Dated: August 14, 1997
EXHIBIT INDEX
Exhibit No. Description
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3.2 Amended and Restated Bylaws.
4 Second Amended and Restated Rights Agreement, dated as
of August 14, 1997, between the Company and Harris
Trust Company of California.