U.S. 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): DECEMBER 1, 1999
MACROMEDIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-22688 94-3155026
(State of other jurisdiction (Commission File (I.R.S. Employer
or incorporation) Number) Identification No.)
600 TOWNSEND ST., SAN FRANCISCO, CA 94103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(415) 252-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On October 6, 1999, Macromedia, Inc., a Delaware corporation
("Macromedia"), Andromedia, Inc., a California corporation ("Andromedia"), and
Peak Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Macromedia ("Sub"), entered into an Agreement and Plan of Reorganization, under
which Macromedia acquired Andromedia (the "Merger") by acquiring all of the
outstanding capital stock, options and warrants of Andromedia from the
securityholders of Andromedia in exchange for approximately $221 million of
common stock, options and warrants of Macromedia (as valued on October 6, 1999).
The Merger was closed on December 1, 1999. As a result of the acquisition of
Andromedia, Sub was merged with and into Andromedia and Andromedia remains as
the surviving corporation and a wholly-owned subsidiary of Macromedia.
Macromedia will account for the Merger as a "pooling-of-interests." The Merger
is intended to be a tax-free reorganization.
Andromedia develops and markets software that enables users to
implement an integrated solution that analyzes the success of Web marketing
efforts and personalizes offerings based on customers' needs in real-time.
Macromedia intends to continue to conduct Andromedia's business following the
acquisition.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
It is impracticable for Macromedia to currently provide the required
financial statements for Andromedia called for by Item 7(a). Pursuant
to paragraph (a)(4) of Item 7 of Form 8-K, the financial statements of
Andromedia required to be filed under paragraph (a) of this Item 7 will
be filed as soon as practicable, but no later than required by
paragraph (a)(4) of Item 7 of Form 8-K.
(b) Pro Forma Financial Information
It is impracticable for Macromedia to currently provide the pro forma
financial information with respect to the acquisition of Andromedia by
Macromedia called for by this Item 7(b). Pursuant to paragraphs (b)(2)
and (a)(4) of Item 7, the pro forma financial statements required to be
filed under paragraph (b) of this Item 7 will be filed as soon as
practicable, but no later than required by paragraphs (b)(2) and (a)(4)
of Item 7 of Form 8-K.
(c) Exhibits
The following exhibits are filed herewith:
2.01 Agreement and Plan of Reorganization by and among Macromedia,
Inc. and Andromedia Inc. dated October 6, 1999, as amended November 23,
1999. Pursuant to Item
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601(b)(2) of Regulation S-K, certain schedules have been omitted but
will be furnished supplementally to the Securities and Exchange
Commission.
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: December 15, 1999 By:
/s/ Elizabeth Nelson
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Elizabeth Nelson
Senior Vice President and Chief
Financial Officer
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