01—Abstract
Summary
Summary of the 10-K/A filed March 28, 2003. Cited figures are marked; the original filing is the authoritative source.
This document is Amendment No. 1 to Adobe Systems Incorporated's Form 10-K for the fiscal year ended November 29, 2002.
It does not restate the full annual report. Its sole stated purpose is to add Section 906 certifications under the Sarbanes-Oxley Act of 2002 as Exhibits 99.1 (CEO Bruce R. Chizen) and 99.2 (CFO Murray J.
Demo). The company says it had inadvertently attached duplicate Section 302 certifications in place of the required Section 906 certifications. The filing contains no income statement, balance sheet, cash flow, segment, or management discussion data, so it cannot support an assessment of Adobe's operating performance or financial condition.
The cover page provides some baseline data. Adobe reported that 231,074,795 shares of common stock were outstanding as of January 24, 2003. The aggregate market value of common stock held by non-affiliates was approximately $1.46 billiona as of May 31, 2002, the last business day of the second fiscal quarter.
The company identifies itself as an accelerated filer and states it has filed all required reports over the preceding 12 months. Part III information (executive compensation, ownership, and governance) is incorporated by reference from the 2003 Proxy Statement, which is not part of this filing.
For investors, this amendment is primarily a compliance and administrative document. Anyone seeking Adobe's financial results, risk factors, or business description for fiscal 2002 should review the original Form 10-K, which this amendment supplements rather than replaces.
02—Key points
Key Highlights
- Amendment purpose: The 10-K/A adds Section 906 SOX certifications (Exhibits 99.1 and 99.2) that were inadvertently omitted in favor of duplicate Section 302 certifications.
- No financial statements included: The amendment contains no revenue, earnings, balance sheet, or cash flow data, so it is not a source for financial performance analysis.
- Share count: 231,074,795 shares of common stock ($0.0001 par value) were issued and outstanding as of January 24, 2003.
- Public float: Non-affiliate market value was $1,462,142,091 based on the May 31, 2002 closing price.
- Filer status: Adobe identifies as an accelerated filer and reports having filed all required Exchange Act reports during the preceding 12 months.
- Executive certifications: CEO Bruce R. Chizen and CFO Murray J. Demo each certified the report, dated February 26, 2003.
- Governance by reference: Part III items are incorporated from the 2003 Annual Meeting Proxy Statement, which is not included in this filing.
03—Questions
Frequently Asked Questions
Does this amendment include Adobe's fiscal 2002 financial results?
No. The amendment is limited to adding Section 906 certifications and an updated exhibit index. It does not include financial statements, MD&A, or other operating data. Investors should consult the original Form 10-K for fiscal year ended November 29, 2002.
Why did Adobe file this amendment?
Adobe stated that it inadvertently attached duplicate copies of the Section 302 certifications required under the Sarbanes-Oxley Act instead of the required Section 906 certifications. The amendment corrects this by adding the Section 906 certifications as Exhibits 99.1 and 99.2.
Who certified the report, and what do the certifications state?
Bruce R. Chizen, President and CEO, and Murray J. Demo, Senior Vice President and CFO, each certified under 18 U.S.C. Section 1350 that the report complies with Section 13(a) of the Securities Exchange Act of 1934 and that the information fairly presents, in all material respects, the company's financial condition and results of operations. Both certifications are dated February 26, 2003.
How many shares were outstanding and what was the public float?
As of January 24, 2003, 231,074,795 shares were outstanding. The aggregate market value of shares held by non-affiliates was $1,462,142,091 as of May 31, 2002, based on the closing price on that date. Shares held by officers, directors, and 5% holders were excluded from that calculation.
Where can investors find executive compensation and ownership information?
Part III information is incorporated by reference from Adobe's Proxy Statement for the 2003 Annual Meeting of Stockholders, which was to be filed within 120 days of fiscal year-end. That proxy statement is not part of this 10-K/A.
04—Continue