-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bm6H6VjfU7RRZjQJqnaQuiTKiKOawyH4j8NiRFAPW42r/i+nPr+JiqKa58gpIoPx VxHT9qzN6m4hl/NTirSiIQ== 0001179110-05-022507.txt : 20051207 0001179110-05-022507.hdr.sgml : 20051207 20051207185859 ACCESSION NUMBER: 0001179110-05-022507 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051205 FILED AS OF DATE: 20051207 DATE AS OF CHANGE: 20051207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADOBE SYSTEMS INC CENTRAL INDEX KEY: 0000796343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770019522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 BUSINESS PHONE: 4085366000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELOP STEPHEN A CENTRAL INDEX KEY: 0001198785 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15175 FILM NUMBER: 051250574 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND ST STREET 2: STE 310 W CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4152522000 MAIL ADDRESS: STREET 1: MACROMEDIA/ 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 3 1 edgar.xml FORM 3 - X0202 3 2005-12-05 0 0000796343 ADOBE SYSTEMS INC ADBE 0001198785 ELOP STEPHEN A ADOBE SYSTEMS INCORPORATED 345 PARK AVENUE SAN JOSE CA 95110 0 1 0 0 President WW Field Ops Common Stock 170330 D Incentive Stock Option (right to buy) 9.70 2012-02-21 Common Stock 7468 D Non-Qualified Stock Option (right to buy) 9.70 2012-02-21 Common Stock 4032 D Non-Qualified Stock Option (right to buy) 5.63 2012-09-12 Common Stock 50370 D Non-Qualified Stock Option (right to buy) 14.30 2014-01-19 Common Stock 69000 D Non-Qualified Stock Option (right to buy) 14.16 2014-04-12 Common Stock 69000 D Non-Qualified Stock Option (right to buy) 21.73 2015-01-24 Common Stock 552000 D Includes 138,000 shares of restricted stock which will become 25% vested on the one-year anniversary of the grant date and continue to vest at 2.08333% per month thereafter. Shares were received pursuant to merger agreement with Adobe Systems Incorporated in exchange for shares of Macromedia, Inc. common stock based on an exchange ratio of 1.38. Options vest and become exercisable at a rate of 25% on the one-year anniversary of the grant date and continue to vest at 2.08333% on a monthly basis thereafter, subject to an 18-month acceleration on the effective date of the merger between Adobe Systems Incorporated and Macromedia, Inc. Pursuant to the merger agreement between Adobe Systems Incorporated and Macromedia, Inc., Adobe Systems Incorporated assumed each outstanding stock option of Macromedia, Inc. based on the converstion ratio of 1.38 shares of Adobe Systems Incorporated common stock for each share of Macromedia, Inc. common stock. The exercise price of Adobe Systems Incorporated stock options is equal to the exercise price of the Macromedia stock options divided by 1.38. Options vest and become exercisable at a rate of 25% on the one-year anniversary of the grant date and continue to vest at 2.08333% on a monthly basis thereafter. /s/ Stuart Fagin, as attorney-in-fact 2005-12-07 EX-24 2 ex24elop.txt POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints each of Murray J. Demo, Stuart Fagin, Cheryl K. House, Sean Armijo and Helen Hauge,signing individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and of behalf of the undersigned, in the undersigned's capacity as an executive officer of Adobe Systems Incorporated ( the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in- fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holding of and transaction in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of December 3, 2005. /s/ Stephen A. Elop Stephen A. Elop -----END PRIVACY-ENHANCED MESSAGE-----