As filed with the Securities and Exchange Commission on June 27, 2013 | ||
Registration No. 333- |
UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM S-8 | ||
REGISTRATION STATEMENT | ||
UNDER | ||
THE SECURITIES ACT OF 1933 | ||
Delaware | 77-0019522 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
345 Park Avenue San Jose, California 95110 (408) 536-6000 | ||
(Address, including zip code, and telephone number, including area code, of principal executive offices) | ||
Adobe Systems Incorporated 2003 Equity Incentive Plan, as amended and restated | ||
Adobe Systems Incorporated 2005 Equity Incentive Assumption Plan, as amended | ||
(Full title of the plan) | ||
Mark Garrett Executive Vice President and Chief Financial 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) | ||
With a copy to: | ||
Justin Judd, Esq. Adobe Systems Incorporated 3900 North Adobe Way Lehi, Utah 84043 (408) 536-6000 | ||
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | |||||||||
Common Stock par value $.0001 per share | 17,709,262 | $ | 43.95 | $ | 778,322,065 | $ | 106,164 | ||||||
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the Adobe Systems Incorporated 2003 Equity Incentive Plan, as amended and restated (the “2003 Plan”) and the Adobe Systems Incorporated 2005 Equity Incentive Assumption Plan, as amended (the “2005 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without receipt of consideration by Adobe Systems Incorporated (the “Registrant”) which results in an increase in the number of outstanding shares of the Registrant’s common stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The offering price per share and aggregate offering price are calculated based upon the average of the high and low prices of the Registrant’s common stock on June 25, 2013, as reported on the Nasdaq Global Select Market. |
Securities | Number of Shares | Offering Price Per Share | Aggregate Offering Price | ||||||||
Shares reserved for future grant under the 2003 Plan | 17,500,000 | $ | 43.95 | $ | 769,125,000 | ||||||
Shares reserved for future grant under the 2005 Plan | 209,262 | $ | 43.95 | $ | 9,197,065 | ||||||
Proposed Maximum Aggregate Offering Price | $ | 778,322,065 | |||||||||
Registration Fee | $ | 106,164 |
(a) | The Registrant’s annual report on Form 10-K for its fiscal year ended November 30, 2012, filed with the Commission on January 22, 2013; |
(b) | All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s document referred to in (a) above; and |
(c) | The description of the Registrant’s common stock contained in Registration Statement on Form 8-A, filed on November 19, 1986, under the Exchange Act including any amendment or report filed for the purpose of updating such description. |
1. | The undersigned Registrant hereby undertakes: |
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. |
(b) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
2. | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnity provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
ADOBE SYSTEMS INCORPORATED | |
By: | /s/ Mark Garrett |
Mark Garrett | |
Executive Vice President and Chief Financial Officer |
Signature | Title | |
/s/ John E. Warnock | Chairman of the Board | |
John E. Warnock | ||
/s/ Charles M. Geschke | Chairman of the Board | |
Charles M. Geschke | ||
/s/ Shantanu Narayen | President and Chief Executive Officer and Director (Principal Executive Officer) | |
Shantanu Narayen | ||
/s/ Mark S. Garrett | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
Mark S. Garrett | ||
/s/ Richard T. Rowley | Vice President and Corporate Controller (Principal Accounting Officer) | |
Richard T. Rowley | ||
/s/ Amy L. Banse | Director | |
Amy L. Banse | ||
/s/ Kelly J. Barlow | Director | |
Kelly J. Barlow | ||
/s/ Edward W. Barnholt | Director | |
Edward W. Barnholt | ||
/s/ Robert K. Burgess | Director | |
Robert K. Burgess | ||
/s/ Frank A. Calderoni | Director | |
Frank A. Calderoni | ||
/s/ Michael R. Cannon | Director | |
Michael R. Cannon | ||
/s/ James E. Daley | Director | |
James E. Daley | ||
/s/ Laura B. Desmond | Director | |
Laura B. Desmond | ||
/s/ Daniel L. Rosensweig | Director | |
Daniel L. Rosensweig | ||
/s/ Robert Sedgewick | Director | |
Robert Sedgewick |
Incorporated by Reference | ||||||||||||
Exhibit Number | Description | Form | Date of Report | Exhibit No. | Filed Herewith | |||||||
4.1 | Restated Certificate of Incorporation of Adobe Systems Incorporated | 8-K | 04/26/11 | 3.3 | ||||||||
4.2 | Amended and Restated Bylaws | 8-K | 10/30/12 | 3.1 | ||||||||
4.3 | Specimen Common Stock Certificate | S-3 | 01/15/10 | 4.3 | ||||||||
5.1 | Opinion of Counsel | X | ||||||||||
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | X | ||||||||||
23.2 | Consent of Counsel, contained within Exhibit 5.1 | X | ||||||||||
24.1 | Power of Attorney is contained on the signature page of this Registration Statement | X | ||||||||||
99.1 | 2003 Equity Incentive Plan, as amended and restated | 8-K | 04/12/13 | 10.1 | ||||||||
99.2 | Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan | 8-K | 12/20/10 | 99.4 | ||||||||
99.3 | Form of RSU Grant Notice and Award Agreement pursuant to the 2003 Equity Incentive Plan | 8-K | 1/28/13 | 10.6 | ||||||||
99.4 | Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan | 10-Q | 10/7/04 | 10.11 | ||||||||
99.5 | Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan (applicable to each of the 2010 and 2011 Performance Share Programs) | 8-K | 1/29/10 | 10.1 | ||||||||
99.6 | Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan (applicable to the 2012 Performance Share Program) | 8-K | 1/26/12 | 10.2 | ||||||||
99.7 | Form of Director Annual Grant Stock Option Agreement used in connection with the 2003 Equity Incentive Plan | 8-K | 12/20/10 | 99.8 | ||||||||
99.8 | Form of Director Initial Grant Restricted Stock Unit Award Agreement used in connection with the 2003 Equity Incentive Plan | 8-K | 12/20/10 | 99.6 | ||||||||
99.9 | Form of Director Annual Grant Restricted Stock Unit Award Agreement used in connection with the 2003 Equity Incentive Plan | 8-K | 12/20/10 | 99.7 | ||||||||
99.10 | Award Calculation Methodology to the 2010 Performance Share Program pursuant to the 2003 Equity Incentive Plan | 8-K | 1/29/10 | 10.3 |
99.11 | Award Calculation Methodology to the 2011 Performance Share Program pursuant to the 2003 Equity Incentive Plan | 8-K | 1/28/11 | 10.3 | ||||||||
99.12 | Award Calculation Methodology to the 2012 Performance Share Program pursuant to the 2003 Equity Incentive Plan | 8-K | 1/26/12 | 10.3 | ||||||||
99.13 | 2013 Performance Share Program pursuant to the 2003 Equity Incentive Plan | 8-K | 1/28/13 | 10.2 | ||||||||
99.14 | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan | 8-K | 1/28/13 | 10.3 | ||||||||
99.15 | 2005 Equity Incentive Assumption Plan, as amended and restated | 10-Q | 6/27/13 | 10.17 | ||||||||
99.16 | Form of Stock Option Agreement used in connection with the 2005 Equity Incentive Assumption Plan | 8-K | 12/20/10 | 99.10 | ||||||||
99.17 | Form of RSU Grant Notice and Award Agreement pursuant to the 2005 Equity Incentive Assumption Plan | 8-K | 1/28/13 | 10.7 |