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): OCTOBER 18, 2001
MACROMEDIA, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22688 94-3155026
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(Commission (IRS Employer
File Number) Identification No.)
600 Townsend St., San Francisco, CA 94103
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(Address of principal executive offices) (Zip Code)
(415) 252-2000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5: OTHER EVENTS.
Adoption of Shareholder Rights Plan.
On October 18, 2001, the Board of Directors (the "Board") of Macromedia,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, par value $0.001 per
share (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on October 29, 2001 (the "Record Date"). In addition, one
Right shall be issued with each Common Share that becomes outstanding (i)
between the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are defined in the
Rights Agreement) or (ii) following the Distribution Date and prior to the
Redemption Date or Final Expiration Date, pursuant to the exercise of stock
options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company, which options or
securities were outstanding prior to the Distribution Date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $0.001 per share
(the "Preferred Shares"), of the Company, at a price of $105.00, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Mellon Investor
Services LLC, as Rights Agent. A summary of the Rights and Rights Agreement is
included as Exhibit C to the Rights Agreement, which is included as Exhibit 4.01
hereto.
A copy of the press release announcing the Rights Plan is attached as an
exhibit under Item 7(c) of this report.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The exhibits to this report are listed in the Exhibit index set forth
below.
4.01 Rights Agreement dated October 25, 2001, between the
Company and Mellon Investor Services LLC, as Rights Agent, which includes as
Exhibit A the form of Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Shares. (1)
99.01 Press Release dated October 25, 2001.*
(1) Incorporated by reference to the Company's Registration Statement on Form
8-A filed with the Securities and Exchange Commission on October 26, 2001.
* Filed herewith.
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: October 25, 2001 By: /s/ Loren E. Hillberg
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Loren E. Hillberg, Senior
Vice President, General Counsel
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
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4.01 Rights Agreement dated October 25, 2001, between the Company and
Mellon Investor Services LLC, as Rights Agent, which includes as
Exhibit A the form of Certificate of Designations of Series A
Junior Participating Preferred Stock, as Exhibit B the Form of
Right Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Shares. (1)
99.01 Press Release dated October 25, 2001.*
</Table>
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(1) Incorporated by reference to the Company's Registration Statement on Form
8-A filed with the Securities and Exchange Commission on October 26, 2001.
* Filed herewith.