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 15, 1998
ADOBE SYSTEMS INCORPORATED
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-15175 77-0019522
- --------------- ---------------- -----------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
345 Park Avenue, San Jose, California 95110-2704
- ------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 536-6000
--------------
None
---------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On December 15, 1998, the Company amended its Rights Agreement, dated as
of July 11, 1990, as amended by the Amended and Restated Rights Agreement,
dated as of April 30, 1996 (the "First Amended and Restated Rights
Agreement"), and by the Second Amended and Restated Rights Agreement, dated
as of July 30, 1997 (the "Second Amended and Restated Rights Agreement"), by
entering into the Third Amended and Restated Rights Agreement, dated as of
December 15, 1998 (the "Third Amended and Restated Rights Agreement"), with
Harris Trust Company of California. Capitalized terms used and not otherwise
defined herein have the meanings ascribed to them in the Third Amended and
Restated Rights Agreement which is attached hereto as an exhibit.
In general, the Second Amended and Restated Rights Agreement has been
amended principally as follows:
1. The provisions requiring the concurrence of a majority of the
Continuing Directors then in office 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 rights or powers granted to the Board of
Directors of the Company thereunder and providing that no effect shall be
given to any such action, calculation, interpretation or determination or
exercise of rights of powers unless at least two Continuing Directors who are
then in office are eliminated under the Third Amended and Restated Rights
Agreement.
A copy of the Third Amended and Restated Rights Agreement is attached
hereto as Exhibit 1 and is incorporated herein by reference. The foregoing
description of the changes to the Second Amended and Restated Rights
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Third Amended Restated Rights Agreement.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
1. Third Amended and Restated Rights Agreement, dated as of
December 15, 1998, between the Company and Harris Trust
Company of California.
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
----------------------
Colleen M. Pouliot
Senior Vice President, General
Counsel and Secretary
Dated: December 15, 1998
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Third Amended and Restated Rights Agreement, dated
as of December 15, 1998, between the Company and
Harris Trust Company of California.