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UNITED STATES

FORM 10-K

(Mark One)

		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

For the Fiscal Year Ended March 31, 2001

OR

		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

Commission File No. 000-22688

MACROMEDIA, INC.

I.R.S. Identification No. 94-3155026

600 Townsend Street

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No 

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

      Aggregate market value of the voting stock held by non-affiliates of the Registrant as of May 23, 2001: $1,312 million. See definition of affiliate in Rule 12b-2 of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved.

Table of Contents

MACROMEDIA, INC. AND SUBSIDIARIES

FORM 10-K

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PART I

      Except for historical financial information contained herein, the matters discussed in this Form 10-K may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and subject to the safe harbor created by the Securities Litigation Reform Act of 1995. Such statements include declarations regarding our intent, belief or current expectations and those of our management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks, uncertainties, and other factors, some of which are beyond our control; actual results could differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to: (i) that the information is of a preliminary nature and may be subject to further adjustment, (ii) those risks and uncertainties identified under “Risk Factors that May Affect Future Results of Operations” in Item 7A, and the other risks detailed from time-to-time in our reports and registration statements filed with the Securities and Exchange Commission.

Item 1. Business

Overview

      Macromedia, Inc. (“Macromedia”) develops, markets, and supports software products, technologies, and services that enable people to define what the Web can be. Our customers, from developers to enterprises, use Macromedia solutions to help build compelling and effective Web sites and eBusiness applications. We were incorporated in Delaware on February 25, 1992, and have acquired several other businesses since our incorporation. Our principal executive office is located at 600 Townsend Street, San Francisco, California 94103 and our telephone number is (415) 252-2000. Our common stock is listed on the NASDAQ National Market under the symbol MACR. Our World Wide Web site can be accessed at www.macromedia.com. Information on our Web site should not be considered filed with the Securities and Exchange Commission.

      Throughout the majority of fiscal year 2001, we operated in two segments: the Software segment and shockwave.com, Inc. (“shockwave.com”). Our Software segment develops software that creates Web site layout, graphics and rich media content for Internet users. shockwave.com designs, develops, and markets aggregated content to provide online entertainment on the Web. We currently operate in one primary business segment, the Software segment, as a result of the deconsolidation of our previously majority owned subsidiary, shockwave.com, during the fourth quarter of our fiscal year 2001.

      The portfolio of software products Macromedia offers to its customers today enables our customers to build, rapidly deploy, and manage relatively simple to sophisticated Web sites that provide dynamic content, personalized interaction, and secure business transactions. Our products range from stand-alone products for Web authoring and graphics creation to products that provide robust, secure, scalable foundations for building online applications that support online commerce, strengthen customer and partner relationships, and automate key business processes. Companies as varied as Macy’s, BMW Motorcycles, Cisco Systems, Compaq, Disney, Hewlett Packard, Williams-Sonoma, Kaiser Permanente, and autobytel.com have all used Macromedia products. Companies such as these use our products to design, build, and manage large-scale, content-rich, transaction-oriented Web sites and applications.

Recent Events

      In December 2000, we announced that our then majority owned subsidiary, shockwave.com, would acquire Atom Corporation (“AtomFilms”). AtomFilms was a privately held company providing Web-based entertainment focused on marketing and distributing high-quality short form entertainment to more than 100 partners. shockwave.com completed the acquisition in January 2001 and issued common stock and options of shockwave.com equal to approximately 30% of the combined company, AtomShockwave Corp. (“AtomShockwave”), on a fully-diluted basis, in exchange for all of the outstanding shares of AtomFilms. The transaction was accounted for as a purchase business combination. As a result of the acquisition, Macromedia no longer consolidates the financial statements of AtomShockwave as our ownership interest has declined

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      In March 2001, we consummated an acquisition of Allaire Corporation (“Allaire”), a publicly held company that provides Internet software products for companies building their business on the Web, by issuing cash and stock consideration and assuming all of the outstanding vested and unvested options and warrants of Allaire. For accounting purposes, the transaction was valued at approximately $428.0 million and accounted for under the purchase method of accounting. As a result of the Allaire acquisition, the following discussion will consist of the businesses of Macromedia and Allaire.

Market Opportunity

      The Internet has experienced dramatic growth over the last several years. Today, with the Internet software industry experiencing standardization and consolidation, many companies around the world with a Web presence are looking to companies such as Macromedia to provide rich, comprehensive solutions to deliver content and applications over the Web in a cost-effective manner.

      For many businesses, Web technology provides an alternative to existing mainstream computing platforms and creates new opportunities for commerce and information exchange. The Internet continues to transform business and communication within companies, between companies and their customers, and with other businesses. Web applications on intranets and extranets automate business processes and facilitate collaboration, thereby increasing productivity and efficiency, and creating new value. Internet sites provide a rich vehicle for communication and direct interaction with customers and consumers who use the Web as part of their daily routines. Businesses link to each other along the value chain, automating processes and streamlining operations. For consumers, the Web is quickly becoming a viable medium for communication, community, and entertainment. As a result, the Internet has become an integral part of how companies in every industry do business.

Macromedia Strategy

      Macromedia presents a value proposition to the market by enabling the best user experiences on the Web at an affordable price. Creating a good user experience is a simple requirement. In practice, creating the best user experience requires knowledge, clear vision, a team of Web professionals, and technology to enable them.

      Although a good user experience may vary depending on the application, there are some core characteristics that apply across applications and platforms: a good user experience must be useful, useable, and valuable, but it also must be reliable, predictable, and responsive.

      The challenge for our core customer, the Web professional, is to deliver the best user experience across the entire range of Internet, intranet, and extranet applications. Macromedia provides technologies to enable Web professionals to create a user experience with technologies that are cost-effective, integrated, and approachable.

      The long-term business strategy for Macromedia is founded on trends that are driving the expansion of our markets and the demand for new technologies within our existing markets. The first trend is that the amount of content and applications on the Internet will continue to expand as new geographies, businesses, and users come online. The second trend tracks the proliferation of additional Internet-enabled devices. As the Web-enabled personal computing platform matures, users are increasingly accessing content and applications through new devices such as wireless handsets, personal digital assistants, interactive television, and other Internet-ready appliances. While this market is still developing, this evolution of the computing paradigm represents a significant opportunity for Macromedia over the long term. In the near term, the proliferation of dynamic, data-driven applications and content is driven by the cost efficiencies of the Web-based application and content development model.

      The trend towards the proliferation of dynamic content is the underlying strategic rationale for the acquisition of Allaire. By adding Allaire server software to the Macromedia family of development software and media player software, the Macromedia product line spans the range of needs for producing dynamic

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      Macromedia makes software to help with each stage of this process: software tools to design the interaction and develop the application logic; servers to manage the delivery of that application or content to a user; and player software to enable the display of rich content. Today we have a comprehensive family of software that is designed to make the process of creating content and applications as efficient and cost-effective as possible. In the near term, Macromedia is committed to supporting both de facto and open standards. In particular, Macromedia has chosen to build its application server strategy on the Sun Java™ 2 Enterprise Edition (J2EE™) standard.

      Macromedia defines its target market as the mass enterprise. The mass enterprise represents a subset of the overall Web-development tools and application server software marketplace. Understanding the mass enterprise market requires understanding what customers are building and how companies service them. Mass enterprise projects tend to have requirements for rapid time to market. They are usually content-centric, and tend to be focused on end-user and business-user productivity, rather than enterprise operations or complex backoffice processing. As mass enterprise applications scale in cost, complexity, and time of implementation, they approach the traditional “enterprise” class solutions provided by companies such as IBM and BEA Systems.

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      Mass enterprise solutions are implemented at every size of company, particularly when constraints of cost, available expertise, and time-to-market come into play.

      Vendors that service the mass enterprise market tend to have the following attributes:

	•	Products priced at $300 – $5000;
	•	Broad and efficient channels supporting millions of transactions per year;
	•	Short sales cycles (often 90 days or less); and
	•	Approachable, easy-to-implement products.

      Macromedia’s position as a mass enterprise company committed to the Java platform places Macromedia in a unique position regarding traditional enterprise software companies. Because we target a different class of customer and application, we believe we are capable of partnering with enterprise-class vendors to enhance their products and services with our development tools and rich media players. In addition, because our tools are cross-platform and cross-technology, we believe we are capable of enhancing the Microsoft .NET platform with development tools and players.

DESIGN:

	•	Macromedia Flash™ — Create animated, vector-based Web content.

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	•	Macromedia Dreamweaver™ — Allows for short work of Web site development and HTML page production.

	•	Macromedia Fireworks® — Design & optimize Web graphics for easy integration into Web sites.

	•	Macromedia FreeHand® — Create vector-based illustrations for Flash and for print.

DEVELOP:

	•	Macromedia Dreamweaver UltraDev® — Develop data-driven Web applications and content on multiple server platforms.

	•	Macromedia Director® — Create interactive, rich-media content, including 3D for the Web, CD-ROMs, DVD-ROMs and more.

	•	Macromedia Authorware — Produce rich-media training and learning applications.

	•	Macromedia HomeSite™ — Give precise layout control and total design flexibility, while delivering full access to the latest Web technologies.

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DELIVER:

	•	Macromedia ColdFusion™ — Build and deploy powerful Web applications.

	•	Macromedia JRun™ — Develop and deliver high-performance, scalable Java applications.

DISPLAY:

	•	Macromedia Flash™ Player — View high-impact Web animated content.

	•	Macromedia Shockwave™ Player — View entertaining rich-media Web content.

Product Development

      Our business strategy emphasizes developing products and services that help customers take advantage of opportunities on the Internet. We aim to solve the problems customers face as they create and deliver content on a new medium with multiple standards, multiple browsers, and different bandwidth rates.

      As the software industry is characterized by rapid technological change, a continuous high level of expenditure is required to enhance existing products and develop new products. We believe that our future success depends on our ability to enhance existing products as well as develop and introduce new products on a timely basis. It is critical that new products and enhancements keep pace with the constantly evolving network infrastructure, Internet technology, and competitive offerings. We continue to adapt our products to new hardware and software platforms and to embrace industry standards. We plan to continue our internal product development efforts and, as appropriate, acquire additional software and system technologies that we consider critical to meeting the needs of Internet developers, consumers, and the enterprise.

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      Our goals are to:

	•	Enhance, integrate and extend our design tools;
	•	Enable efficient development and support standard development technologies;
	•	Deliver approachable servers and value added Web services that enhance the major software platforms of Sun Java™ and Microsoft .NET™; and
	•	Drive ubiquity of our Flash Player and enhance the media capabilities of our Shockwave Player.

      For fiscal year 2001, 2000, and 1999, consolidated research and development expenses were $107.7 million, $65.7 million, and $41.6 million, respectively.

Competition

      We operate in a highly competitive market characterized by pressure to incorporate new features and accelerate the release of new product versions and enhanced services. These market factors represent both opportunities and competitive threats to us. A number of our competitors, including Adobe, Microsoft, and Corel currently offer products and services that compete directly or indirectly with one or more of our software products. Primary competitors in the high end market of server based products include large Web and database platform companies that offer a variety of software products, such as IBM, Oracle, and Sun Microsystems. We also compete against a number of companies that offer Web application servers, such as BEA Systems, Hewlett Packard, SilverStream Software and ATG. In addition, several of our current and potential competitors have greater financial, marketing, and technical resources than we do. As larger companies continue to operate in these markets, we may face increasing competition.

      We believe that the principal competitive factors in the markets in which we presently compete and may compete in the future are:

	•	Functionality;
	•	Ability to provide efficient solutions;
	•	Ability to timely introduce new product versions;
	•	Ability to evolve with changing technology and customer requirements;
	•	Performance of products;
	•	Ability to provide enhanced solutions and support;
	•	Ability to provide value added features;
	•	Price; and
	•	Market presence.

Operations and Manufacturing

      We are dependent on two sources, Modus Media and Compaq Software Publishing Services, to manufacture and ship our finished products. The manufacturing of our products typically consists of pressing CD-ROMs, printing manuals, and packaging and assembling finished products, all according to our specifications and forecasts. Manufacturing is currently done at three Modus facilities worldwide: in Preston, Washington for the Americas, in Apeldorn, Netherlands for Europe, and in Singapore for the Asia Pacific market. Manufacturing at Compaq is currently performed in Nashua, New Hampshire. We perform quality assurance testing at our contracted manufacturing facilities. Both Modus and Compaq operate multiple facilities around the world that are capable of serving our needs, and we believe alternative sources could be implemented without significant interruption to our business. To date, we have not experienced any significant difficulties or delays in the manufacturing or assembly of our products or any significant returns due to product defects.

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      In addition, we license and distribute our software products directly to end-users over the Internet through our Web site. We continue to invest in technologies and infrastructure to support electronic software distribution and online documentation, which are becoming an increasingly important and cost-effective way to deliver our products. Although we take precautionary measures, our Web site may become unavailable from time-to-time due to factors beyond our control. To date, our business has not experienced significant interruptions from Web site accessibility.

Marketing and Distribution

		We extend our brand worldwide through creative marketing communications, our Web site, public relations activities, customer seminars, advertising both on the Web and in print, and national and regional trade shows. We also use direct mail, both e-mail and print, to introduce new products and upgrades, to cross-sell products to current customers, and to educate and inform. In addition, we distribute a variety of interactive multimedia demonstration materials directly to

      A substantial portion of our revenue is derived from the sale of our products worldwide through a variety of distribution channels, including traditional software distributors, electronic commerce on the Web, direct sales, mail order, educational distributors, value-added resellers (“VAR”s), original equipment manufacturers (“OEM”s), hardware and software superstores, and retail dealers. We also sell directly to large corporate and educational institutions, with volume licensing programs under which the customer receives a volume discount and has the right to reproduce and use our software.

      Internationally, our products are sold both directly to end users and through distributors. International sales accounted for 43% of consolidated revenues during fiscal year 2001. In certain cases, distributors have exclusive distribution rights to certain products in their respective countries. In spite of economic difficulties in some regions, we believe that international markets for our products present a strategic opportunity and expect international sales to continue to generate a significant percentage of our total revenues. (For financial information regarding our business segments, please refer to Note 19 to our Notes to Consolidated Financial Statements on page F-42).

Customer Support and Professional Services

      We believe that providing a high level of customer service and technical support is necessary to achieve rapid product implementation that, in turn, is essential to customer satisfaction and continued license sales and revenue growth. Our customers have a broad choice of support options depending on the level of service desired. We provide access to a wide range of technical information on our Web site, as well as online forums for each of our products. For our HTML and Rich Media Products, we offer complimentary 90-day technical support for our registered users via e-mail or phone. In addition, we offer a number of paid support options, including incident-based support and annual support subscriptions.

      Internationally, we have developed relationships with third-party support providers to deliver support on behalf of Macromedia.

      We offer Web application consulting services through Macromedia Professional Services, which focuses on short-term, high-return projects. We utilize our customers’ employees throughout the life of a consulting project to allow us to meet one of our critical commitments to our partners and customers — the transfer of knowledge.

      Our customers depend on our worldwide network of value-added resellers, training centers, and developers. In addition, our user groups, located in dozens of cities throughout the world, provide customers with ways to share information, network with developers, and keep in touch with us. We provide support primarily through marketing collateral, guest speakers, and product giveaways.

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Proprietary Rights and Licenses

      We rely on a combination of patent, copyright, trade secret, and trademark laws, as well as employee and third-party nondisclosure agreements, to protect our intellectual property rights and products. We distribute software under license agreements, including shrink-wrapped license agreements that customers accept when they open physical or electronic copies of our products. Policing unauthorized use of products is difficult, and while we cannot determine the extent to which software piracy of our products exists, it can be expected to be a persistent problem. We have established dedicated resources to focus on piracy and belong to key industry groups to further these efforts. In addition, the laws of certain countries in which our products are or may be distributed do not protect our products and intellectual rights to the same extent as the laws of the United States.

Risk Factors

      See Risk Factors that May Affect Future Results of Operations in Management’s Discussion and Analysis of Financial Condition and Results of Operations on Page F-11.

Employees

      As of March 31, 2001, we had 1,761 full-time employees and 119 contractors worldwide, with the majority working in California, followed by Massachusetts, Texas, the United Kingdom, Japan, and Australia, among other international offices. None of our employees are subject to a collective bargaining agreement, and we believe that our relations with our employees are good.

Item 2. Properties

      A significant portion of our United States operations is located in various buildings in San Francisco, California. We lease approximately 320,000 square feet of space in San Francisco, 74,000 of which is not currently occupied by us and is subleased or in the process of being subleased. Most of the leases expire between April 2005 and June 2010, and we have renewal options at favorable rates for successive terms. We currently lease 350,000 square feet of space in Newton, Massachusetts, of which approximately 225,000 square feet is subleased or in the process of being subleased. The lease expires in June 2010. We also lease 55,000 square feet at a facility in Richardson, Texas as well as space in North America for field sales offices, Bracknell, England for our European operations, Kew, Australia for our Asia Pacific operations and Tokyo, Japan for our Japanese operations.

      We own a four-story 100,000 square foot facility in Redwood City, California. We occupy 43,000 square feet of this space and lease the remaining 56,000 square feet. We believe our facilities are adequate for current and near-term needs and that additional space is available to provide for anticipated growth during the life of the leases.

Item 3. Legal Proceedings

      On July 31, 1997, a complaint entitled Rosen et al. v. Macromedia, Inc. et al., (Case No. 988526) was filed in the Superior Court for San Francisco, California. The complaint alleges that Macromedia and five of its former officers and directors engaged in securities fraud in violation of California Corporations Code Sections 25400 and 25500 by seeking to inflate the value of Macromedia stock by issuing statements that were allegedly false or misleading (or omitted material facts necessary to make any statements made not false or misleading) regarding our financial results and prospects. Four similar complaints by persons seeking to represent the same class of purchasers subsequently have been filed in San Francisco Superior Court, and have been consolidated for pre-trial purposes with Rosen. Defendants filed demurrers to the complaint and other motions, which were argued on December 9, 1997 and January 5, 1998. Before the demurrers could be heard, one defendant, Richard Wood, died in an automobile accident. In March 1998, the Court sustained the demurrers as to claims against Susan Bird and overruled the demurrers as to Macromedia, John Colligan, James Von Ehr, II, and Kevin Crowder. In May 1999, the Court granted plaintiffs’ motion for certification of a class of all persons who purchased Macromedia’s common stock from April 18, 1996 through January 9,

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      On August 10, 2000, Adobe Systems, Inc. (“Adobe”) filed suit against us in the United States District Court for the District of Delaware (Case No. 00-743-JJF). On September 18, 2000, Adobe filed a first amended complaint in the same action. In the first amended complaint, Adobe alleges that certain Macromedia products infringe U.S. Patents Nos. 5,546,528 and 6,084,597. On September 27, 2000, Macromedia answered the first amended complaint by denying the allegations and filing counterclaims against Adobe seeking a declaration that Adobe’s patents are invalid and unenforceable, and alleging infringement of three Macromedia patents. In particular, Macromedia alleges infringement of U.S. Patent No. 5,467,443 by at least the Adobe Illustrator product and U.S. Patents Nos. 5,151,998 and 5,204,969 by the Adobe Premiere product. On October 17, 2000, Adobe filed its answer denying the allegations in Macromedia’s counterclaims. Each party is requesting monetary damages for infringement of its patents and an injunction against future infringement. Further, each party is seeking a court declaration that it is not infringing the other party’s patents, that the other parties’ patents are invalid and an award of attorneys’ fees. Discovery has begun in this matter, and trial is currently set for April 2002. Although we are not able to predict the outcome, we intend to vigorously defend the matter.

      On or after September 25, 2000, Allaire Corporation, prior to its acquisition by Macromedia, and individuals who were serving as officers or directors of Allaire Corporation during the periods covered by the complaints, were named as defendants in eleven virtually identical lawsuits filed in the United States District Court for the District of Massachusetts: (i) Krakauer v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-11972-WGY; (ii) Dargenzio v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-11973-WGY; (iii) Gordon v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-11974-WGY; (iv) Large v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-11986-WGY; (v) DiMaggio v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-11996-WGY; (vi) Knorr v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-12014-WGY; (vii) Jarvis v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-12016-WGY; (viii) Cordeiro v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-12158-WGY; (ix) Fisher v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-12182-WGY; (x) Crippin v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-12333-WGY; and (xi) Reagor v. Allaire Corporation, Joseph J. Allaire, Jeremy Allaire, David A. Gerth and David J. Orfao, Civil Action No. 00-12377-WGY (collectively, the “initial complaints”). Each of the plaintiffs in each of the actions purport to bring their complaint on behalf of all purchasers of Allaire Corporation stock during an alleged class period (July 20, 2000 and September 18, 2000). The plaintiffs claim that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and SEC Rule 10b-5, by virtue of statements that the plaintiffs claim were materially false or misleading. Plaintiffs seek damages, interest, costs, and attorneys’ fees. On December 5, 2000, Chief Judge Young of the District of Massachusetts entered an order consolidating these initial cases as In re: Allaire Corporation Securities Litigation, Case No. 00-CV-11972(WGY). The order appointed lead plaintiffs for the class and permitted them to file a consolidated complaint, to be treated as if it were the original complaint in the consolidated actions. The consolidated complaint was filed on February 20, 2001.

      On April 11, 2001, after Allaire was merged into Macromedia, a twelfth complaint was filed, Kassin v. Allaire Corporation, Joseph J. Allaire, Jeremy D. Allaire, David A. Gerth, and David J. Orfao, Civil Action No. 01-10600-WGY (the “subsequent complaint”). This complaint, filed on behalf of the plaintiff (and not a class), contains substantially the same allegations as the initial complaints, but in addition asserts claims for common law fraud and negligent misrepresentation.

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      The defendants intend to file a motion to dismiss the consolidated initial complaints and the subsequent complaint. The litigation is in its early stages, and we are not able to predict the outcome of the litigation at this time, but we intend to defend all of these claims vigorously.

Item 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted during the fourth quarter of fiscal year 2001 to a vote of security holders through solicitation of proxies or otherwise.

PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

      The information required is set forth under “Quarterly Results and Stock Market Data” tabulations, on page F-47 of this report.

Item 6. Selected Financial Data

      The information required is set forth under “Selected Consolidated Financial Data”, on page F-2 of this report.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The information required is set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on page F-3 of this report.

      The information required is set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on page F-3 of this report.

      The information required is set forth under “Independent Auditors’ Report,” “Consolidated Balance Sheets,” “Consolidated Statements of Earnings,” “Consolidated Statements of Stockholders’ Equity,” “Consolidated Statements of Cash Flows,” and “Notes to Consolidated Financial Statements,” on pages F-17 to F-47 of this report.

      Not applicable.

      The information concerning our directors required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Proposal No. 1 — Election of Directors.”

      The information concerning our executive officers required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Executive Officers.”

      The information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to the section in our Proxy Statement entitled “Section 16(a) Beneficial Ownership Reporting Compliance.”

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      The information concerning executive compensation required by this Item is incorporated by reference to the sections in our Proxy Statement entitled “Executive Compensation”, “Compensation of Directors”, “Employment Agreements”, and “Compensation Committee Interlocks and Insider Participation.”

      The information concerning executive compensation required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

      The information concerning certain relationships and related transactions required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Certain Transactions.”

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PART IV

(A)  The following documents are filed as part of this Report:

      1. Financial Statements. The following Consolidated Financial Statements of Macromedia, Inc. and Subsidiaries are incorporated by reference to Part II, Item 8 of this Form 10-K:

     Independent Auditors’ Report

      2. Financial Statement Schedule. The following financial statement schedule of Macromedia, Inc. and Subsidiaries for the fiscal years ended March 31, 2001, 2000 and 1999 is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Macromedia, Inc. and Subsidiaries.

           Schedule II: Valuation and Qualifying Accounts

      Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.

      3. Exhibits

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(l)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000.
(m)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000.
(n)	Incorporated by reference to the Registrant’s Registration Statement on Form  S-8 filed on August 17, 2000 (Registration Statement No. 333-44016).
(o)	Incorporated by reference to the Registrant’s Registration Statement on Form  S-8 filed on September 24, 1998 (Registration Statement No. 333-64141).
(p)	Incorporated by reference to the Registrant’s Registration Statement on Form  S-8 filed on March 27, 2001 (Registration Statement No. 333-57708).
(q)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000.
(r)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 1996.

(*)	Filed herewith.
(**)	Confidential treatment has been granted with respect to certain portions of this agreement. Such portions have been redacted and marked with a double asterisk. The non-redacted version of this agreement was sent to the Securities and Exchange Commission pursuant to an application for confidential treatment.
(***)	Represents a management contract or compensatory plan or arrangement.

(B)	Reports on Form 8-K:

1.	A Current Report on Form 8-K was filed by the Company on January 24, 2001. In this report, under Item 5 of Form 8-K, the Company announced that it had entered into a definitive agreement to merge with Allaire Corporation.
2.	A Current Report on Form 8-K was filed by the Company on January 27, 2001. In this report, pursuant to the requirements of Items 2 and 7 of Form 8-K the Company announced the acquisition by its then wholly owned subsidiary, shockwave.com, of AtomFilms. The Company indicated that the financial information required under Item 7 of Form 8-K would be provided no later than 60 days after January 27, 2001.
3.	An amended Current Report on Form 8-K/ A was filed by the Company on January  30, 2001. In this amended report, the Company revised the announcement of shockwave.com’s acquisition of AtomFilms pursuant to the requirements of Items 2 and 7 of Form 8-K. The Company indicated that the financial information required under Item 7 of Form 8-K would be provided no later than 60 days after January 27, 2001.
4.	A Current Report on Form 8-K was filed by the Company on March 7, 2001. In this report, under Item 5 of Form 8-K, the Company announced that it had been granted early termination of the waiting period under the Hart-Scott-Rodino Anti-trust improvement act for its acquisition of Allaire Corporation.
5.	An amended Current Report on Form 8-K/ A, was filed by the Company on March  28, 2001. In this amended report, pursuant to the requirements of Item 7 of Form 8-K. The Company filed AtomFilms’ audited fiscal year 2000 financial statements, and the pro forma financial information resulting from the acquisition.

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      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 8, 2001

	MACROMEDIA, INC.

	By:	/s/ ROBERT K. BURGESS

	Robert K. Burgess
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert K. Burgess and Elizabeth A. Nelson, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and dates indicated.

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MACROMEDIA, INC. AND SUBSIDIARIES

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MACROMEDIA, INC. AND SUBSIDIARIES