As filed with the Securities and Exchange Commission on June 5, 2003

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-I

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ADOBE SYSTEMS INCORPORATED

(Name of Subject Company—Issuer and Filing Person—Offeror)

OPTIONS TO PURCHASE COMMON STOCK,

par value $0.0001 per share

(Title of Class of Securities)

00724F-10-1

(CUSIP Number of Class of Securities)

Bruce R. Chizen

President and Chief Executive Officer

ADOBE SYSTEMS INCORPORATED

345 Park Avenue

San Jose, California 95110

Telephone: (408) 536-6000

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of Filing Person)

Copies to:

Karen O. Cottle, Esq.
Cheryl K. House, Esq.
Stuart A. Fagin, Esq.		Eric C. Jensen, Esq.
ADOBE SYSTEMS INCORPORATED		COOLEY GODWARD llp
345 Park Avenue		Five Palo Alto Square, 3000 El Camino Real
San Jose, California 95110		Palo Alto, California 94306-2155
Telephone: (408) 536-6000		Telephone: (650) 843-5000

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**

$146,899,014		$11,885

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 11,682,128 shares of Common Stock of Adobe Systems Incorporated, par value $0.0001 per share (“Common Stock”), having an aggregate value of $146,899,014 will be exchanged pursuant to this offer. The aggregate value is calculated based upon the Black-Scholes option pricing model as of May 14, 2003.

** The amount of the filing fee is $80.90 per $1,000,000 of the aggregate offering amount (or .00008090 of the aggregate transaction valuation), pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #11 for Fiscal Year 2003, effective February 21, 2003. The filing fee was previously paid with the Schedule TO filed with the Securities and Exchange Commission on May 16, 2003.

o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	Amount Previously Paid: Not applicable.		Filing Party: Not applicable.

	Form or Registration No.: Not applicable.		Date Filed: Not applicable.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o Third-party tender offer subject to Rule 14d-1.

ý Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Schedule TO

(Amendment No. 1)

INTRODUCTORY STATEMENT

This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 16, 2003, in connection with Adobe Systems Incorporated’s (the “Company”) offer to exchange all stock options to purchase shares of the Company’s common stock, par value $0.0001 per share, with exercise prices greater than $40.00 per share currently outstanding under the Company’s 1994 Stock Option Plan and 1999 Equity Incentive Plan, held by eligible optionholders for new options to purchase shares of common stock to be granted under the Company’s 2003 Equity Incentive Plan, upon the terms and subject to the conditions set forth in the Offer to Exchange.

ITEM 12. EXHIBITS.

Exhibit Number		Description

99.(a)(1)(A)*		Offer to Exchange Outstanding Options to Purchase Common Stock, dated May 16, 2003.

99.(a)(1)(B)*		Summary of Terms of Offer to Exchange Outstanding Options to Purchase Common Stock.

99.(a)(1)(C)*		Form of Electronic Transmittal Letter.

99.(a)(1)(D)*		Form of Stock Option Exchange Election Form.

99.(a)(1)(E)*		Form of Electronic Reminder Notice.

99.(a)(1)(F)*		Form of Electronic Confirmation Notice.

99.(a)(1)(G)*		Form of Slide Presentation to Employees.

99.(a)(1)(H)*		Form of Stock Option Exchange Election Electronic Log-In Pages.

99.(a)(1)(I)*		Form of Confirmation of Cancellation of Eligible Options and Promise to Grant New Options.

99.(a)(1)(J)**		Communications to Employees from Bruce R. Chizen, President and Chief Executive Officer, dated March 17, 2003.

99.(a)(1)(K)**		Employee Frequently Asked Questions Document.

99.(a)(1)(L)**		Communications to Managers.

99.(a)(1)(M)**		Slides for use by Management in Discussions with Institutional Investors.

99.(a)(1)(N)**		Adobe Systems Incorporated’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2003, and incorporated herein by reference.

99.(a)(1)(O)***		Communications to Employees from Bruce R. Chizen, President and Chief Executive Officer, Regarding the Results of the Vote at Adobe Systems Incorporated’s Annual Stockholders Meeting.

99.(a)(1)(P)		Adobe Systems Incorporated’s Annual Report on Form 10-K for its fiscal year ended November 29, 2002, filed with the Securities and Exchange Commission on February 26, 2003, as amended March 28, 2003, and incorporated herein by reference.

99.(a)(1)(Q)		Adobe Systems Incorporated’s Quarterly Report on Form 10-Q for its fiscal quarter ended February 28, 2003, filed with the Securities and Exchange Commission on April 11, 2003, and incorporated herein by reference.

99.(a)(1)(R)		Form of Electronic Notice to Eligible Employees of an Amendment to the Offer to Exchange.

99.(a)(1)(S)		Amendment to the Offer to Exchange.

99.(a)(1)(T)		Form of Amended Stock Option Exchange Election Form.

99.(b)		Not applicable.

Exhibit Number		Description

99.(d)(1)*		Adobe Systems Incorporated’s 2003 Equity Incentive Plan.

99.(d)(2)		Adobe Systems Incorporated’s 1999 Equity Incentive Plan, as amended (filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the period ended November 29, 2002, filed on February 26, 2003, as amended March 28, 2003, and incorporated herein by reference).

99.(d)(3)		Adobe Systems Incorporated’s 1994 Stock Option Plan (filed as Exhibit 10.40 to the Company’s Registration Statement on Form S-8 (File No. 333-28195), filed on May 30, 1997, and incorporated herein by reference).

99.(g)		Not applicable.

99.(h)		Not applicable.

* Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on May 16, 2003.

** Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on March 17, 2003, and incorporated herein by reference.

*** Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on April 10, 2003, and incorporated herein by reference.

[Remainder of this page intentionally left blank]

Schedule To

(Amendment No. 1)

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 5, 2003

	ADOBE SYSTEMS INCORPORATED

	By:	/s/ Bruce R. Chizen
	Name:	Bruce R. Chizen
	Title:	President and Chief Executive Officer

INDEX OF EXHIBITS

Exhibit Number		Description

99.(a)(1)(A)*		Offer to Exchange Outstanding Options to Purchase Common Stock, dated May 16, 2003.

99.(a)(1)(B)*		Summary of Terms of Offer to Exchange Outstanding Options to Purchase Common Stock.

99.(a)(1)(C)*		Form of Electronic Transmittal Letter.

99.(a)(1)(D)*		Form of Stock Option Exchange Election Form.

99.(a)(1)(E)*		Form of Electronic Reminder Notice.

99.(a)(1)(F)*		Form of Electronic Confirmation Notice.

99.(a)(1)(G)*		Form of Slide Presentation to Employees.

99.(a)(1)(H)*		Form of Stock Option Exchange Election Electronic Log-In Pages.

99.(a)(1)(I)*		Form of Confirmation of Cancellation of Eligible Options and Promise to Grant New Options.

99.(a)(1)(J)**		Communications to Employees from Bruce R. Chizen, President and Chief Executive Officer, dated March 17, 2003.

99.(a)(1)(K)**		Employee Frequently Asked Questions Document.

99.(a)(1)(L)**		Communications to Managers.

99.(a)(1)(M)**		Slides for use by Management in Discussions with Institutional Investors.

99.(a)(1)(N)**		Adobe Systems Incorporated’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2003, and incorporated herein by reference.

99.(a)(1)(O)***		Communications to Employees from Bruce R. Chizen, President and Chief Executive Officer, Regarding the Results of the Vote at Adobe Systems Incorporated’s Annual Stockholders Meeting.

99.(a)(1)(P)		Adobe Systems Incorporated’s Annual Report on Form 10-K for its fiscal year ended November 29, 2002, filed with the Securities and Exchange Commission on February 26, 2003, as amended March 28, 2003, and incorporated herein by reference.

99.(a)(1)(Q)		Adobe Systems Incorporated’s Quarterly Report on Form 10-Q for its fiscal quarter ended February 28, 2003, filed with the Securities and Exchange Commission on April 11, 2003, and incorporated herein by reference.

99.(a)(1)(R)		Form of Electronic Notice to Eligible Employees of an Amendment to the Offer to Exchange.

99.(a)(1)(S)		Amendment to the Offer to Exchange.

99.(a)(1)(T)		Form of Amended Stock Option Exchange Election Form.

99.(b)		Not applicable.

Exhibit Number		Description

99.(d)(1)*		Adobe Systems Incorporated’s 2003 Equity Incentive Plan.

99.(d)(2)		Adobe Systems Incorporated’s 1999 Equity Incentive Plan, as amended (filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the period ended November 29, 2002, filed on February 26, 2003, as amended March 28, 2003, and incorporated herein by reference).

99.(d)(3)		Adobe Systems Incorporated’s 1994 Stock Option Plan (filed as Exhibit 10.40 to the Company’s Registration Statement on Form S-8 (File No. 333-28195), filed on May 30, 1997, and incorporated herein by reference).

99.(g)		Not applicable.

99.(h)		Not applicable.

* Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on May 16, 2003.

** Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on March 17, 2003, and incorporated herein by reference.

*** Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on April 10, 2003, and incorporated herein by reference.

Exhibit 99.(a)(1)(R)

FORM OF ELECTRONIC NOTICE TO ELIGIBLE EMPLOYEES OF

AN AMENDMENT TO THE OFFER TO EXCHANGE

June 5, 2003

To Eligible Employees:

For Legal Notification Purposes—Amendment to the Offer to Exchange

In response to comments from the U.S. Securities and Exchange Commission (the “SEC”), we have amended the following documents in connection with the Stock Option Exchange Program:

• Offer to Exchange (the “Offer”)—The amendment to the Offer (the “Amendment”) has been posted to the et cetera section of Inside Adobe (http://inside.adobe.com). The Amendment does not alter any of the financial terms of the Offer.

• Stock Option Exchange Election Form (the “Election Form”)—The sentence, “I have read and understood the Offer to Exchange, including the Electronic Transmittal Letter, the Summary of Terms and this Election Form” has been deleted. The revised Election Form has replaced the original Election Form and is available through Adobe Forms, which is located under Everyday Tools on Inside Adobe (http://forms.corp.adobe.com).

Except as indicated in the Amendment and the revised Election Form, all other terms of the Offer remain unchanged.

Election Forms already submitted will be honored in the revised form and do not need to be resubmitted.

As a reminder, the deadline to submit or make changes to your Election Form is 11:59 p.m. Pacific Time on June 16, 2003.

For additional information about the Amendment, the revised Election Form or the Offer in general, contact the Equity Compensation Department via email at mailto:optionx@adobe.com or at (408) 536-3122.

Exhibit 99.(a)(1)(S)

AMENDMENT TO THE OFFER TO EXCHANGE

The Offer is hereby supplemented and amended as follows:

1. The first sentence of the second paragraph of Section 5 of the Offer to Exchange is amended to read, in its entirety, as follows:

“Promptly after the Expiration Date, we will give you an electronic notice of our acceptance for exchange and cancellation for each Eligible Option validly tendered and not properly withdrawn as of the Expiration Date.”

2. The first and second bullet points of Section 6 of the Offer to Exchange are amended to read, in their entirety, as follows:

• “if any action or proceeding by any government agency, authority or tribunal or any other person, domestic or foreign, is pending before any court, authority, agency or tribunal that challenges the making of this Offer, the acquisition of some or all of the exchanged Eligible Options, the issuance of New Options, or otherwise relates to this Offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or other), income, operations or prospects;

• if any action is pending or taken, or any approval is withheld, by any court or any authority, agency or tribunal, domestic or foreign, that, in our reasonable judgment, would:

(a) make it illegal for us to accept some or all of the Eligible Options or to issue some or all of the New Options or otherwise restrict or prohibit consummation of this Offer or otherwise relate to this Offer;

(b) delay or restrict our ability, or render us unable, to accept the Eligible Options for exchange and cancellation or to issue New Options for some or all of the exchanged Eligible Options; or

3. Subsection (c) of the fifth bullet point of Section 6 of Offer to Exchange is amended to read, in its entirety, as follows:

(c) “a substantial decline or increase in our stock price or significant volatility in the market price of our stock (e.g., 30% or greater) resulting from any number of factors such as fluctuations in our operating results, developments in proprietary rights or general market conditions that could, in our reasonable judgment, have a material adverse effect on the business, condition (financial or other), operations or prospects of Adobe or our subsidiaries or on the trading in our common stock;”

4. The sixth paragraph of Section 8 of the Offer to Exchange is amended to read, in its entirety, as follows:

“As of May 14, 2003, a total of 11,682,128 shares of our common stock were issuable upon the exercise of Eligible Options. Options to purchase a total of 60,500 shares of our common stock have been granted to Eligible Employees since November 16, 2002. If we receive and accept for exchange all outstanding Eligible Options, we will grant New Options to purchase a total of approximately 6,178,776 shares of our common stock. The common stock issuable upon exercise of the New Options would equal approximately 2.7% of the total shares of our common stock outstanding, which is based on a total of 232,940,022 shares outstanding as of May 14, 2003.”

5. The first paragraph after the heading “General” of Section 8 of the Offer to Exchange is amended to read, in its entirety, as follows:

“All of the Eligible Options have been issued pursuant to our 1994 Stock Option Plan and 1999 Equity Incentive Plans (collectively, the “Eligible Plans,” and together with the 2003 Equity Incentive Plan, the “Plans”). As of May 14, 2003, there were 54,054,844 shares of common stock issuable upon the exercise of outstanding options issued under the Eligible Plans, of which a total of 11,682,128 shares of our common stock were issuable upon the exercise of Eligible Options. Options to purchase a total of 60,500 shares of our common stock have been granted to Eligible Employees since November 16, 2002. If we receive and accept for exchange all outstanding Eligible Options, we will grant New Options to purchase a total of approximately 6,178,776 shares of our common stock.”

Exhibit 99.(a)(1)(T)

FORM OF AMENDED STOCK OPTION EXCHANGE ELECTION FORM

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STOCK OPTION EXCHANGE ELECTION FORM


Employee Last Name	Employee First Name	Employee/Personnel Number

I have received the Offer to Exchange (the “Offer”), including the Electronic Transmittal Letter from Theresa Townsley and the Summary of Terms in Q&A format, each dated May 16, 2003, sent to the employees of Adobe Systems Incorporated or one of its subsidiaries (the “Company”) who hold options to purchase common stock of the Company with exercise prices greater than $40.00 per share. Terms not explicitly defined in this Stock Option Exchange Election Form (the “Election Form”) will have the same definitions as used in the Offer.

Pursuant to the terms of the Offer, I elect to have one or more Eligible Options held by me, as specified below, cancelled in exchange for a right to receive New Options in accordance with specified exchange ratios as described in the Offer. I fully understand that should I accept the Offer for any of my Eligible Option grants below, any option(s) granted to me since November 16, 2002 must be exchanged for New Options on a 1-to-1 basis. I hereby agree that, unless I revoke my election on or before 11:59 p.m. Pacific Time on June 16, 2003 (or a later Expiration Date if the Company extends the Offer), my election will be irrevocable and, if accepted by the Company, such surrendered Eligible Options will be cancelled in their entirety on the first business day following the Expiration Date. I understand I will have the right to receive New Options to be granted, at the earliest, December 17, 2003, subject to my continuous employment through such date.

I acknowledge I will have no right to exercise all or any part of the Eligible Options I elect to exchange after I submit this Election Form (unless I submit a change to my election prior to the Expiration Date) and such Eligible Options I elect to exchange will be cancelled as of the Expiration Date.

I further acknowledge and agree that, unless I have a separate written agreement governing my employment relationship or as otherwise expressly provided by applicable law, my employment with the Company remains “at-will” and can be terminated by me or the Company at any time, with or without cause or notice, and neither the ability to participate in the Offer nor actual participation in the Offer shall be construed as a right to continued employment with the Company. I represent I have full power and authority to execute and deliver this Election Form and the consent of no other party is required. I agree the Company has made no representations or warranties to me regarding the Offer or the future pricing of the Company’s common stock and my participation in the Offer is at my own discretion. I agree the Company shall not be liable for any costs, taxes, loss or damage I may incur through my election to participate in the Offer.

Instructions

In order to participate in the Offer, you will need to indicate your elections by selecting the “Exchange” or “Do Not Exchange” boxes below for your Eligible Options and filling out all other required information (marked with an asterisk *) prior to selecting “Submit” and pressing the “GO” button.

You may return to this Election Form to make election changes at any time prior to 11:59 p.m. Pacific Time on June 16, 2003 (or a later Expiration Date if the Company extends the Offer). If you are changing your previous elections, you will need to update your selection of Eligible Options below and fill out all other required information prior to selecting “Submit” and pressing the “GO” button. Your new Election Form will supercede any previously submitted Election Form(s) which will be considered replaced in full by the new Election Form. You will be bound by your last properly submitted Election Form received by 11:59 p.m. Pacific Time on June 16, 2003 (or a later Expiration Date if the Company extends the Offer).

* Election Form Information

o This is my initial Election Form.

o This is a change to my previous Election Form. I understand this Election Form supersedes any prior Election Form(s) I may have submitted.

Previous Election Form submitted: o Electronically o Via facsimile

* Eligible Option Information

Option
Number

Option
Type

Option
Price

Option Grant
Date

Shares to be
Exchanged

Exchange

Do Not Exchange

Although we intend to send you a confirmation of receipt of this Election Form, any confirmation of receipt of this Election Form sent to you will merely be a notification that we have received your Election Form and does not mean the Eligible Options you selected for exchange have been cancelled. We will be deemed to have accepted your Eligible Options for exchange at the time we give notice to you that your Eligible Options have been cancelled. Eligible Options accepted for exchange will be cancelled on the first business day following the Expiration Date.

If you need assistance with this Election Form, contact the Equity Compensation Department via e-mail at mailto:optionx@adobe.com or at (408) 536-3122.

If you are unable to elect to exchange your Eligible Options via Adobe Forms, you may elect to exchange your Eligible Options by submitting the Election Form via facsimile to the Equity Compensation Department at (408) 537-4100. If you are submitting your Election Form via facsimile, you will need to manually sign this Election Form where indicated below.

Data Privacy

To administer this Offer, we must collect, use and transfer certain information regarding you and your Eligible Options, and may have to disclose that information to third parties who are assisting us with this Offer. By submitting this Election Form, you consent to such collection, use and transfer of your personal data by us and third parties assisting us with this Offer, but only for the purpose of administering your participation in this Offer. By submitting this Election Form, you also acknowledge and agree that: (i) the parties receiving this data may be located outside of the U.S., and the recipient’s country may have different data privacy laws and protections than the U.S.; (ii) the data will be held only as long as necessary to administer and implement this Offer and as legally required; (iii) you can request from us a list of the parties that may receive your data; (iv) you can request additional information about how the data is stored and processed; and (v) you can request that the data be amended if it is incorrect. You may, at any time, withdraw this data privacy consent in writing by contacting the Equity Compensation Department via facsimile at (408) 537-4100. You understand if you withdraw your data privacy consent, however, you will not be able to participate in this Offer.

*Acknowledgement

o I acknowledge my election is voluntary. I also acknowledge I will be unable to change my previous election after the Expiration Date.

Employee:

Date:

Employee Signature (if submitting via facsimile):

Date