SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
ADOBE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0019522
(State of Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
_____________________________
345 PARK AVENUE
SAN JOSE, CALIFORNIA 95110
(408) 536-6000
(Address and telephone number of principal executive offices)
_____________________________
ADOBE SYSTEMS INCORPORATED
1994 STOCK OPTION PLAN
(Full title of the plan)
P. JACKSON BELL
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
CHIEF ADMINISTRATIVE OFFICER
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CALIFORNIA 95110
(408) 536-6000
(Name, address and telephone number, including area code, of agent for service)
Total Number of Pages: 58
Exhibit Index at Page: 6
CALCULATION OF REGISTRATION FEE
-----------------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low
prices of Common Stock on May 23, 1997 as reported on the National
Association of Securities Dealers Automated Quotations System.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference in this registration
statement:
(a) The contents of the Registration Statement on Form S-8 (No. 33-83030,
effective August 18, 1994) previously filed with respect to the Adobe
Systems Incorporated 1994 Stock Option Plan (the "Plan"), along with
the Form S-8 for 3.6 million shares being filed on May 30, 1997
immediately prior to this Form S-8 with respect to the Plan.
(b) The Registrant's latest annual report on Form 10-K, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") containing audited financial statements
for the Registrant's latest fiscal year ended November 29, 1996.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant document referred to in (b) above.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DOCUMENT
4.1 Certificate of Incorporation of Registrant.
4.2 Bylaws of Registrant.
4.3 1994 Stock Option Plan, as amended
4.4 Shareholder Rights Plan, as amended, is incorporated by reference to
Exhibit No. 4.1 filed with Registrant's Form 10-Q for the quarter
ended May 31, 1996.
4.5 Agreement and Plan of Merger dated May 30, 1997 by and between Adobe
Systems Incorporated, a California corporation, and Adobe Systems
(Delaware) Incorporated, a Delaware corporation.
5 Opinion of Gray Cary Ware & Freidenrich, a Professional Corporation,
as to the legality of securities being registered.
23.1 Consent of Gray Cary Ware & Freidenrich (contained in Exhibit 5
hereto)
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors
23.3 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney is contained on the signature page.
SIGNATURES:
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable ground to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of San Jose, State of California, on
this 30th day of May, 1997.
ADOBE SYSTEMS INCORPORATED
(Registrant)
By /s/ P. JACKSON BELL
-----------------------------
P. Jackson Bell
Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
POWER OF ATTORNEY
The officers and directors of Adobe Systems Incorporated whose
signatures appear below, hereby constitute and appoint John E. Warnock and P.
Jackson Bell, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on May 30, 1997.
Signature Title
--------- -----
/s/ JOHN E. WARNOCK Chairman of the Board and
------------------------- Chief Executive Officer
John E. Warnock (Principal Executive Officer)
/s/ CHARLES M. GESCHKE President and Director
-------------------------
Charles M. Geschke
/s/ P. JACKSON BELL Executive Vice President,
------------------------- Chief Financial Officer and
P. Jackson Bell Chief Administrative Officer
(Principal Financial Officer)
/s/ WILLIAM R. HAMBRECHT Director
-------------------------
William R. Hambrecht
/s/ WILLIAM R. HAMBRECHT Director
-------------------------
ROBERT SEDGEWICK
/s/ WILLIAM J. SPENCER Director
-------------------------
William J. Spencer
/s/ GENE P. CARTER Director
-------------------------
Gene P. Carter
/s/ DELBERT W. YOCAM Director
-------------------------
Delbert W. Yocam
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
4.1 Certificate of Incorporation of Registrant.
4.2 Bylaws of Registrant.
4.3 1994 Stock Option Plan, as amended
4.4 Shareholder Rights Plan, as amended, is incorporated
by reference to Exhibit No. 4.1 filed with
Registrant's Form 10-Q for the quarter ended
May 31, 1996.
4.5 Agreement and Plan of Merger dated May 30, 1997
by and between Adobe Systems Incorporated, a
California corporation, and Adobe Systems (Delaware)
Incorporated, a Delaware corporation.
5 Opinion of Gray Cary Ware & Freidenrich, a
Professional Corporation, as to the legality of
securities being registered.
23.1 Consent of Gray Cary Ware & Freidenrich
(contained in Exhibit 5 hereto)
23.2 Consent of KPMG Peat Marwick LLP,
Independent Auditors
23.3 Consent of Ernst & Young LLP,
Independent Auditors
24.1 Power of Attorney is contained on the signature page.