Adobe 2009 Annual Report Download - page 117

ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
117
Legal Proceedings
On September 23, 2009, Richard Miner on behalf of himself and all similarly situated stockholders of Omniture, Inc.
filed a class action lawsuit captioned Miner v. Omniture, Inc., et. al., Case No. 090403559 (the “Miner Lawsuit”) against
Omniture, the members of Omniture’s board of directors (collectively, the “Omniture Defendants”) and Adobe in the United
States Fourth Judicial District Court for Utah County, Provo Department, State of Utah seeking to enjoin the proposed
acquisition between Omniture and Adobe. In the event the acquisition is consummated, the plaintiff seeks to recover an
unspecified amount of damages. The plaintiff alleges that the members of Omniture’s board of directors breached their
fiduciary duties to Omniture’s stockholders by failing to seek the highest possible price for Omniture and that Adobe induced
or aided and abetted in the alleged breach of such fiduciary duties. Also on September 23, 2009, Christopher R. Barrell filed
a substantially similar lawsuit to the Miner Lawsuit in the United States Fourth Judicial District Court for Utah County,
Provo Department, State of Utah, captioned Barrell v. Omniture, Inc. et. al., Case No. 090403560 (the “Barrell Lawsuit”).
The Barrell Lawsuit names the same defendants as the Miner Lawsuit, and also names Snowbird Acquisition Corporation as
an additional defendant. Subsequently, on September 24, 2009, the plaintiff in the Barrell Lawsuit filed an amended
complaint, which added allegations that the Schedule 14D-9 Solicitation/Recommendation Statement filed by Omniture on
September 24, 2009 contained inadequate disclosures and was materially misleading. On September 25, 2009, the Omniture
Defendants filed a motion requesting that the court consolidate the Barrell Lawsuit, Miner Lawsuit and a substantially similar
lawsuit captioned Lodhia v. Omniture, Inc. et al., Case No. 090403499 (the “Lodhia Lawsuit”) in which the Omniture
Defendants, but not Adobe, were named. Additionally, on September 30, 2009, the plaintiff in the Lodhia Lawsuit filed a
response to defendants’ motion to consolidate, agreeing consolidation is appropriate, and also filed a motion seeking
appointment as lead plaintiff in the consolidated action. Omniture moved for an order consolidating all three lawsuits. The
plaintiffs in the three lawsuits filed a joint motion seeking preliminary injunction barring the consummation of the proposed
acquisition and requiring additional disclosures by Omniture in its Schedule 14D-9. At a hearing on October 20, 2009, the
court granted Omniture’s motion to consolidate the three cases and denied the plaintiffs’ motion for a preliminary injunction.
On December 30, 2009, the plaintiffs served the defendants with a consolidated amended complaint. Adobe intends to defend
the lawsuits vigorously. As of November 27, 2009, no amounts have been accrued as a loss is not probable.
In connection with our anti-piracy efforts, conducted both internally and through organizations such as the Business
Software Alliance, from time to time we undertake litigation against alleged copyright infringers. Such lawsuits may lead to
counter-claims alleging improper use of litigation or violation of other local laws. We believe we have valid defenses with
respect to such counter-claims; however, it is possible that our consolidated financial position, cash flows or results of
operations could be affected in any particular period by the resolution of one or more of these counter-claims.
From time to time, Adobe is subject to legal proceedings, claims and investigations in the ordinary course of business,
including claims of alleged infringement of third-party patents and other intellectual property rights, commercial,
employment and other matters. Adobe makes a provision for a liability when it is both probable that a liability has been
incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and
adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events
pertaining to a particular case. Litigation is inherently unpredictable. However, we believe that we have valid defenses with
respect to the legal matters pending against Adobe. It is possible, nevertheless, that our consolidated financial position, cash
flows or results of operations could be negatively affected by an unfavorable resolution of one or more of such proceedings,
claims or investigations.
NOTE 18. CREDIT AGREEMENT
In August 2007, we entered into the Amendment to our Credit Agreement dated February 2007 (the “Amendment”),
which increased the total senior unsecured revolving facility from $500.0 million to $1.0 billion. The Amendment also
permits us to request one-year extensions effective on each anniversary of the closing date of the original agreement, subject
to the majority consent of the lenders. We also retain an option to request an additional $500.0 million in commitments, for a
maximum aggregate facility of $1.5 billion.
In February 2008, we entered into the Second Amendment to the Credit Agreement dated February 26, 2008, which
extended the maturity date of the facility by one year to February 16, 2013. The facility would terminate at this date if no
additional extensions have been requested and granted. All other terms and conditions remain the same.