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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADOBE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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345 PARK AVENUE
SAN JOSE, CALIFORNIA 95110
(408) 536-6000
(Address and telephone number of principal executive offices)
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ADOBE SYSTEMS INCORPORATED
AMENDED 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
COLLEEN M. POULIOT
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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)
CALCULATION OF REGISTRATION FEE
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The purchase price per share at which the shares of the
Registrant's Common Stock are sold under the Amended 1997 Employee Stock
Purchase Plan will be equal to 85% of the lesser of the fair market value of
the Common Stock on (i) the first day of the offering, or (ii) the last day
of the purchase period. Accordingly, the price is based upon 85% of the
average of the high and low prices of Common Stock on June 14, 1999 as
reported on The Nasdaq National Market.
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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 Statements on Form S-8 (No. 33-18986,
effective December 10, 1987; amended effective December 29, 1987; amended
effective December 23, 1988; No. 33-86482, effective November 18, 1994;
and No. 333-28207, effective May 30, 1997) previously filed with respect
to the Adobe Systems Incorporated Employee Stock Purchase 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 27, 1998.
(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.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
(e) The description of the Registrant's Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A, filed
pursuant to Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
The Registrant's Bylaws provide for indemnification of its directors, officers,
employees and other agents to the fullest extent not prohibited by the Delaware
General Corporation Law. The Registrant also maintains directors' and officers'
insurance against liabilities under the Securities Act of 1933 for its directors
and principal executive officers. In addition, each officer and director is a
party to a written agreement which states that the Registrant hereby agrees to
hold each of them harmless against any and all judgments, fines, settlements and
expenses related to claims against such person by reason of the fact that the
person is or was a director, officer, employee or other agent of the Registrant,
and otherwise to the fullest extent authorized or permitted by the Registrant's
Bylaws and under the non-exclusivity provisions of the Delaware Code.
ITEM 8. EXHIBITS
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SIGNATURES:
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds 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 18th day of
June, 1999.
POWER OF ATTORNEY
The officers and directors of Adobe Systems Incorporated whose signatures
appear below hereby constitute and appoint John E. Warnock and Harold L. Covert,
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 (including post-effective amendments), 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 on June 18, 1999 by the following
persons in the capacities indicated:
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EXHIBIT INDEX