S-8 POS


As filed with the Securities and Exchange Commission on June 26, 2015
 

Registration No. 333-205225
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 
 
POST-EFFECTIVE AMENDMENT NO. 1
 
TO
 
 
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 incorporation)
 
(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
 
 (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
 
 
 
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ 
Accelerated filer o 
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o 




EXPLANATORY NOTE

On June 25, 2015, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-205225) (the "Form S-8") registering 10,000,000 shares of the Registrant's common stock, par value $.0001 per share, to be issued under Registrant's 2003 Equity Incentive Plan, as amended. The Registrant is amending the Form S-8 solely to correct a clerical error in Item 8 and the Index to Exhibits, which inadvertently omitted certain exhibits to be incorporated by reference. Item 8 of the Form S-8 and the corresponding Index to Exhibits are hereby amended in their entirety as follows:
Item 8.    Exhibits
Index to Exhibits
Exhibit Number
 
Description
 
Form
 
Filing Date
 
Exhibit Number
 
SEC File No.
 
Filed Herewith
4.1
 
Restated Certificate of Incorporation of Adobe Systems Incorporated
 
8-K
 
04/26/11
 
3.3
 
000-15175
 
 
4.2
 
Amended and Restated Bylaws
 
8-K
 
10/30/12
 
3.1
 
000-15175
 
 
4.3
 
Specimen Common Stock Certificate
 
10-Q
 
06/25/14
 
4.1
 
000-15175
 
 
5.1
 
Opinion of Counsel
 
S-8
 
06/25/15
 
5.1
 
333-205225
 
 
23.1
 
Consent of KPMG LLP, Independent Registered Public Accounting Firm
 
S-8
 
06/25/15
 
23.1
 
333-205225
 
 
23.2
 
Consent of Counsel, contained within Exhibit 5.1 to the Registration Statement
 
S-8
 
06/25/15
 
5.1
 
333-205225
 
 
24.1
 
Power of Attorney is contained on the signature page of the Registration Statement
 
S-8
 
06/25/15
 
24.1
 
333-205225
 
 
99.1
 
2003 Equity Incentive Plan, as amended
 
8-K
 
04/10/15
 
10.1
 
000-15175
 
 
99.2
 
Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan
 
8-K
 
12/20/10
 
99.4
 
000-15175
 
 
99.3
 
Form of RSU Grant Notice and Award Agreement pursuant to the 2003 Equity Incentive Plan
 
8-K
 
1/28/15
 
10.6
 
000-15175
 
 
99.4
 
Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan
 
10-Q
 
10/7/04
 
10.11
 
000-15175
 
 
99.5
 
2013 Performance Share Program pursuant to the 2003 Equity Incentive Plan
 
8-K
 
1/28/13
 
10.2
 
000-15175
 
 
99.6
 
Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2013 Performance Share Program)
 
8-K
 
1/28/13
 
10.3
 
000-15175
 
 
99.7
 
2014 Performance Share Program pursuant to the 2003 Equity Incentive Plan
 
8-K
 
1/29/14
 
10.2
 
000-15175
 
 




99.8
 
Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2014 Performance Share Program)
 
8-K
 
1/29/14
 
10.3
 
000-15175
 
 
99.9
 
2015 Performance Share Program pursuant to the 2003 Equity Incentive Plan
 
8-K
 
1/28/15
 
10.2
 
000-15175
 
 
99.10
 
Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2015 Performance Share Program)
 
8-K
 
1/28/15
 
10.3
 
000-15175
 
 
99.11
 
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
 
000-15175
 
 
99.12
 
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
 
000-15175
 
 
99.13
 
Form of Director Annual Grant Stock Option Agreement used in connection with the 2003 Equity Incentive Plan
 
8-K
 
12/20/10
 
99.8
 
000-15175
 
 

 




SIGNATURES
 
                Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on June 26, 2015.
ADOBE SYSTEMS INCORPORATED
By:
/s/ Mark Garrett
 
Mark Garrett
 
Executive Vice President and
Chief Financial Officer
 
                Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed on June 26, 2015, by the following persons in the capacities indicated.
Signature
 
Title
*
 
Chairman of the Board
John E. Warnock
 
 
 
*
 
Chairman of the Board
Charles M. Geschke
 
 
 
*
 
President and Chief Executive Officer and Director (Principal Executive Officer)
Shantanu Narayen
 
 
 
*
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Mark S. Garrett
 
 
 
*
 
Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
Richard T. Rowley
*
 
Director
Amy L. Banse
 
 
 
*
 
Director
Kelly J. Barlow
 
 
 
*
 
Director
Edward W. Barnholt
 
 
 
*
 
Director
Robert K. Burgess
 
 
 
*
 
Director
Frank A. Calderoni
 
 
 
*
 
Director
Michael R. Cannon
 
 
 
*
 
Director
James E. Daley
 
 
 
*
 
Director
Laura B. Desmond
 
 
 
*
 
Director
Daniel L. Rosensweig
 
 
 
*
 
Director
Robert Sedgewick
 
 
 
*    By: /s/ Mark Garrett
Mark Garrett, as Attorney-in-Fact