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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 02549
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 16, 2001
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ALLAIRE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-68639 41-1830792
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
275 Grove Street, Newton, MA 02466
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 219-2000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS.
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On January 16, 2000, Allaire Corporation (the "Company") and Macromedia,
Inc., a Delaware corporation ("Macromedia") announced in a joint press release
that they had entered into a definitive Agreement and Plan of Merger (the
"Merger Agreement") in which the Company has agreed to be acquired by Macromedia
(the "Merger"). In connection with the Merger Agreement, the Company and
Macromedia have entered into a Stock Option Agreement (the "Stock Option
Agreement") pursuant to which the Company has granted Macromedia an option to
acquire shares of the Company's common stock, par value $0.01 per share,
("Common Stock") equal to 19.9 percent of the Company's outstanding Common
Stock, exercisable in certain circumstances. In addition, stockholders of the
Company holding approximately 12% of the outstanding Common Stock of the Company
have entered into Voting Agreements with Macromedia (the "Voting Agreements") in
which they have agreed to vote in favor of the Merger. The foregoing description
is not a description of all of the material terms of the transaction. You should
read the documents that are attached as Exhibits to this Current Report on Form
8-K for a more complete understanding of the transaction. Copies of the Merger
Agreement, the Stock Option Agreement and the form of the Voting Agreements are
attached as Exhibits 2.1, 2.2 and 2.3 to this Current Report on Form 8-K, and a
copy of the press release announcing the signing of the Merger Agreement is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Finally, on January 16, 2001, the Company announced in a press release its
financial results and earnings per share for the fiscal year and fiscal quarter
ended December 31, 2000. A copy of the press release is attached as Exhibit 99.2
to this Current Report on Form 8-K.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
NUMBER TITLE
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2.1 Agreement and Plan of Merger dated as of January 16, 2001, by and
among Macromedia, Inc., Alaska Acquisition Corporation and
Allaire Corporation.
2.2 Stock Option Agreement dated as of January 16, 2001, by and
between Macromedia, Inc. and Allaire Corporation.
2.3 Form of Voting Agreement dated as of January 16, 2001, by and
between Macromedia, Inc. and each of certain individual
stockholders of Allaire Corporation.
99.1 Press Release dated January 16, 2001, entitled "Macromedia and
Allaire to Merge."
99.2 Press Release dated January 16, 2001, entitled "Allaire Reports
Year 2000 Financial Results."
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SIGNATURE
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, thereunto duly authorized.
ALLAIRE CORPORATION
Dated: January 23, 2001 By: /s/ David J. Orfao
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David J. Orfao
President and Chief
Executive Officer
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EXHIBIT INDEX
NUMBER TITLE
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2.1 Agreement and Plan of Merger dated as of January 16, 2001, by and
among Macromedia, Inc., Alaska Acquisition Corporation and
Allaire Corporation.
2.2 Stock Option Agreement dated as of January 16, 2001, by and
between Macromedia, Inc. and Allaire Corporation.
2.3 Form of Voting Agreement dated as of January 16, 2001, by and
between Macromedia, Inc. and each of certain individual
stockholders of Allaire Corporation.
99.1 Press Release dated January 16, 2001, entitled "Macromedia and
Allaire to Merge."
99.2 Press Release dated January 16, 2001, entitled "Allaire Reports
Year 2000 Financial Results."
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