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): SEPTEMBER 30, 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)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On July 8, 1999, Macromedia, Inc., a Delaware corporation
("Macromedia"), ESI Software, Inc., a California corporation ("ESI"), and Dynamo
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 ESI (the "Merger") by acquiring all of the outstanding
capital stock, options and warrants of ESI from the securityholders of ESI in
exchange for approximately $25 million of common stock, options and warrants of
Macromedia (as valued on July 8, 1999). The Merger was closed on September 30,
1999. As a result of the acquisition of ESI, Sub was merged with and into ESI
and ESI 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. ESI develops and markets software that enables users to build
advanced, interactive, business-oriented Web applications. Macromedia intends
to continue to conduct ESIs 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 ESI called for by Item 7(a). Pursuant to paragraph
(a)(4) of Item 7 of Form 8-K, the financial statements of ESI 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 ESI 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 ESI Software, Inc. dated July 8, 1999, as amended August 30, 1999.
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been
omitted but will be furnished supplementally to the Securities and Exchange
Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
MACROMEDIA, INC.
DATE: October 15, 1999 By: /s/ Elizabeth Nelson
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Elizabeth Nelson
Senior Vice President
and Chief Financial Officer
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