content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                   Current Report Pursuant to Section 13 or 15(d)
                     of the Securities and Exchange Act of 1934
  
          Date of Report (Date of Earliest Event Reported):  May 29, 1997
  
                           Commission file number 0-27168
  
                             METACREATIONS CORPORATION
               (Exact name of registrant as specified in its charter)
  
            Delaware                                    95-4102687
    (State of Incorporation)             (I.R.S. Employer Identification Number)
  
                    6303 Carpinteria Ave., Carpinteria CA 93013
                     (Address of principal executive offices)
  
                                  (805) 566-6200
               (Registrant's telephone number, including area code)
  <PAGE>
   
  Item 2.  Acquisition or Disposition of Assets
           ------------------------------------
  
       MetaTools, Inc., a Delaware corporation ("MetaTools"), and Fractal Design
  Corporation, a California corporation ("Fractal"), entered into an Agreement and
  Plan of Reorganization, dated as of February 11, 1997 (the "Reorganization
  Agreement"), among MetaTools, Fractal and Rook Acquisition Corp., a Delaware
  corporation and a wholly-owned subsidiary of MetaTools ("Merger Sub").  Pursuant
  to the Reorganization Agreement, Merger Sub merged with and into Fractal,
  Fractal became a wholly-owned subsidiary of MetaTools, the name of MetaTools was
  changed to "MetaCreations Corporation" (the "Combined Company"), and each
  outstanding share of Common Stock of Fractal, $0.001 par value ("Fractal Common
  Stock"), was converted into 0.749 shares of the Common Stock of the Combined
  Company, $0.001 par value (the "Exchange Ratio") (collectively, the "Merger").
  Pursuant to the Reorganization Agreement, each outstanding option to purchase
  Fractal Common Stock under Fractal's stock option plans was assumed by MetaTools
  and became an option or right to purchase Combined Company Common Stock, with
  appropriate adjustments made to the number of shares issuable thereunder and the
  exercise price thereof, based on the Exchange Ratio.  No fraction of a share of
  Common Stock of the Combined Company was issued.  In lieu thereof, each holder
  of shares of Fractal Common Stock who was entitled to receive a fraction of a
  share of Common Stock of the Combined Company (after aggregating all fractional
  shares) received a cash amount equal to such fraction multiplied by the average
  closing price of Common Stock of MetaTools, $0.001 par value, for the most
  recent trading days prior to the Effective Time.  The Merger was effected on May
  29, 1997 (the "Effective Time"), pursuant to an Agreement and Plan of Merger
  filed with the Secretaries of State of Delaware and California. A total of
  approximately 9,055,000 shares of Combined Company Common Stock were issued in
  connection with the Merger.
  
       The Merger is intended to be a tax-free reorganization under Section 368(a)
  of the Internal Revenue Code of 1986, as amended, and is intended to be treated
  as a pooling of interests for financial reporting purposes in accordance with
  generally accepted accounting principles.  The assets of Fractal were used,
  prior to the Effective Time of the Merger, for the development, marketing and
  support of software tools for the creation, editing and manipulation of computer
  graphics images and digital art, a use which the Registrant intends to continue
  immediately following the Merger.
  
  Item 7.  Pro Forma Financial Information
           -------------------------------
  
       The following financial statements and exhibits are filed as part of this
  report, where indicated.
  
       (a)  Financial statements of business acquired, prepared pursuant to Rule
            3.05 of Regulation S-X:
  
            It is impracticable for the Registrant to provide audited financial
            statements of Fractal at this time.  Such audited financial statements
            will be filed as soon as practicable, but not later than August 12,
            1997.
  
                                        -2-
  <PAGE>
   
       (b)  Pro forma financial information required pursuant to Article 11 of
            Regulation S-X:
  
            It is impracticable for the Registrant to provide the level of pro
            forma financial information pursuant to Article 11 of Regulation S-X
            assuming a business combination between the Registrant and Fractal at
            this time. The required pro forma financial information will be filed
            as soon as practicable, but not later than August 12, 1997; however,
            selected pro forma financial information has been provided below.
  
            The following table sets forth the unaudited pro forma consolidated
            statements of operations of the Combined Company for the years ended
            December 31, 1995 and 1996, which has been derived from the audited
            historical consolidated statements of operations of MetaTools for the
            fiscal years ended December 31, 1995 and 1996, the audited historical
            consolidated statement of operations of Fractal for the fiscal year
            ended March 31, 1996 and the unaudited historical consolidated
            statement of operations of Fractal for the fiscal year ended March 31,
            1997. The unaudited pro forma consolidated statements of operations of
            the Combined Company should be read in conjunction with the audited
            historical consolidated financial statements and notes thereto of
            MetaTools and Fractal, respectively.
  <TABLE>
  <CAPTION>
                                                 (UNAUDITED)
                                            --------------------- 
                                                 YEAR ENDED
                                                DECEMBER 31,
                                            ---------------------
                                              1995          1996
                                            -------       -------
  <S>                                       <C>           <C>
  Net revenues............................. $46,260       $62,936
  Cost of revenues.........................  10,081        11,677
                                            -------       -------
   Gross profit............................  36,179        51,259
  
  Operating expenses:
   Sales and marketing.....................  22,331        28,936
   General and administrative..............   4,590         5,883
   Research and development................   5,639         8,224
   Write-off of acquired in-process
    technology and other acquisition costs.      --        17,047
                                            -------       -------
     Total operating expenses..............  32,560        60,090
                                            -------       -------
  Income (loss) from operations............   3,619        (8,831)
  Other income.............................     634         3,397
                                            -------       -------
  Income (loss) before provision for
   income taxes............................   4,253        (5,434)
  Provision for income taxes...............   1,827         2,216
                                            -------       -------
  Net income (loss)........................ $ 2,426       $(7,650)
                                            =======       =======
  Amortization of costs related to the
   issuance of mandatory redeemable
   Series B convertible preferred stock
   and preferred stock dividend
   requirement.............................     (89)           --
                                            -------       -------
  Net income (loss) applicable to common
   stockholders............................ $ 2,337       $(7,650)
                                            =======       =======
  Net income (loss) per common share....... $   .15       $  (.37)
                                            =======       =======
  Weighted average number of shares
   outstanding.............................  15,267        20,590
                                            =======       =======
  </TABLE>
  
                                        -3-
  <PAGE>
   
            The following table sets forth the unaudited pro forma consolidated
            statements of operations of the Combined Company for each of the nine
            quarters in the period ended March 31, 1997. The unaudited pro forma
            consolidated statements of operations of the Combined Company for the
            eight quarters in the period ended December 31, 1996 have been derived
            from the unaudited historical consolidated statements of operations of
            MetaTools for the eight quarters in the period ended December 31, 1996
            and the unaudited historical consolidated statements of operations of
            Fractal for the eight quarters in the period ended March 31, 1997. The
            unaudited pro forma consolidated statement of operations of the
            Combined Company for the quarter ended March 31, 1997 has been derived
            from the unaudited statement of operations of both MetaTools and
            Fractal for the quarter ended March 31, 1997. This unaudited pro
            forma quarterly information has been prepared on the same basis as
            the annual information presented above and, in management's opinion,
            reflects all adjustments (consisting only of normal recurring
            entries) necessary for a fair presentation of the information for
            the quarters presented when read in conjunction with the audited and
            unaudited historical consolidated financial statements and notes
            thereto of MetaTools and Fractal, respectively. The operating
            results for any quarter are not necessarily indicative of results
            for any future period.
  <TABLE>
  <CAPTION>
                                                                                  (UNAUDITED)
                                   --------------------------------------------------------------------------------------------------
                                                                               THREE MONTHS ENDED
                                   -------------------------------------------------------------------------------------------------
                                     MAR. 31,  JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,  DEC. 31,   MAR. 31,
                                       1995      1995       1995        1995       1996       1996       1996       1996       1997
                                     -------   --------   ---------   ---------  --------   --------   -------    -------    ------- 
  <S>                                <C>       <C>        <C>         <C>        <C>        <C>        <C>       <C>         <C>
  Net revenues......................  $9,464    $10,298     $12,255     $14,243   $13,983    $14,854   $18,175   $ 15,924    $13,252
  Cost of revenues..................   2,323      2,490       2,467       2,801     2,693      2,718     3,284      2,982      2,668
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
   Gross profit.....................   7,141      7,808       9,788      11,442    11,290     12,136    14,891     12,942     10,584
  Operating expenses:
   Sales and marketing..............   4,670      5,473       5,761       6,427     6,342      7,003     7,879      7,712      7,331
   General and administrative.......     977      1,090       1,064       1,459     1,286      1,394     1,424      1,779      1,632
   Research and development.........   1,016      1,334       1,575       1,714     1,834      2,071     2,100      2,219      3,059
   Write-off of acquired
    in-process technology and
    other acquisition costs.........      --         --          --          --     1,865         --       733     14,449         --
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
     Total operating expenses.......   6,663      7,897       8,400       9,600    11,327     10,468    12,136     26,159     12,022
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Income (loss) from operations.....     478        (89)      1,388       1,842       (37)     1,668     2,775    (13,217)    (1,438)
  Other income......................      65         57         150         362       888        859       811        839        811
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Income (loss) before provision
   (benefit) for income taxes.......     543        (32)      1,538       2,204       851      2,527     3,566    (12,378)      (627)
  Provision (benefit) for
   income taxes.....................     394        179         681         573       576        767       781         92       (195)
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Net income (loss)................. $   149    $  (211)    $   857     $ 1,631   $   275    $ 1,760   $ 2,785   $(12,470)   $  (432)
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  Amortization of costs
   related to the issuance of
   mandatory redeemable
   Series B convertible
   preferred stock and
   preferred stock dividend
   requirement......................    (72)       (72)        (72)        127        --         --        --         --         --
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Net income (loss) applicable
    to common stockholders.......... $    77    $  (283)    $   785     $ 1,758   $   275    $ 1,760   $ 2,785   $(12,470)   $  (432)
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  Net income (loss) per
   common share..................... $   .01    $  (.02)    $   .05     $   .09   $   .01    $   .08   $   .12   $   (.60)   $  (.02)
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  Weighted average number of
   shares outstanding...............  13,499     11,580      15,788      20,623    22,898     22,793    22,727     20,895     22,261
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  </TABLE>
  
                                        -4-
  <PAGE>
   
  (c)  Exhibits in accordance with Item 601 of Regulation S-K:
   
       Exhibits
       --------
   
            2.1  Agreement and Plan of Reorganization, dated as of February 11,
                 1997, among MetaTools Inc., a Delaware corporation, Fractal
                 Design Corporation, a Delaware corporation, and Rook Acquisition
                 Corp., a Delaware corporation and a wholly-owned subsidiary of
                 MetaTools.
  
                 Incorporated by reference to the Registrant's Registration
                 Statement on Form S-4 (File No. 333-25939) filed with the
                 Securities and Exchange Commission on April 28, 1997.
  
            2.2  Agreement and Plan of Merger among Fractal Design Corporation, a
                 California corporation, and Rook Acquisition Corp., a Delaware
                 corporation, dated as of May 29, 1997.
  
            2.3  Certificate of Amendment of Restated Certificate of Incorporation
                 of MetaTools, Inc.
  
            2.4  Specimen Common Stock Certificate of Registrant.
  
                                        -5-
  <PAGE>
   
                                    SIGNATURES
  
  Pursuant to the requirements 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.
  
                                      METACREATIONS CORPORATION
                                      (Registrant)
  
  
  Date:  June 11, 1997                /s/ TERANCE A. KINNINGER
                                      ------------------------------------------
                                      Terance A. Kinninger
                                      Vice President and Chief Financial Officer
  
                                        -6-
  <PAGE>
   
                                   EXHIBIT INDEX
  
  Exhibit
  Number    Exhibit Title
  ------    -------------
  
  2.1       Agreement and Plan of Reorganization, dated as of February 11, 1997,
            by and among MetaTools, Inc., a Delaware corporation, Fractal Design
            Corporation, a California corporation, and Rook Acquisition Corp., a
            Delaware corporation and a wholly-owned subsidiary of MetaTools.
  
            Incorporated by reference to the Registrant's Registration Statement
            on Form S-4 (File No. 333-25939) filed with the Securities and
            Exchange Commission on April 28, 1997.
  
  2.2       Agreement and Plan of Merger among Fractal Design Corporation, a
            California corporation, and Rook Acquisition Corp., a Delaware
            corporation, dated as of May 29, 1997.
  
  2.3       Certificate of Amendment of Restated Certificate of Incorporation of
            MetaTools, Inc.
  
  2.4       Specimen Common Stock Certificate of Registrant.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K DATED MAY 29, 1997", "secsgml_size_bytes": 17657}]
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                   Current Report Pursuant to Section 13 or 15(d)
                     of the Securities and Exchange Act of 1934
  
          Date of Report (Date of Earliest Event Reported):  May 29, 1997
  
                           Commission file number 0-27168
  
                             METACREATIONS CORPORATION
               (Exact name of registrant as specified in its charter)
  
            Delaware                                    95-4102687
    (State of Incorporation)             (I.R.S. Employer Identification Number)
  
                    6303 Carpinteria Ave., Carpinteria CA 93013
                     (Address of principal executive offices)
  
                                  (805) 566-6200
               (Registrant's telephone number, including area code)
  Item 2.  Acquisition or Disposition of Assets
           ------------------------------------
  
       MetaTools, Inc., a Delaware corporation ("MetaTools"), and Fractal Design
  Corporation, a California corporation ("Fractal"), entered into an Agreement and
  Plan of Reorganization, dated as of February 11, 1997 (the "Reorganization
  Agreement"), among MetaTools, Fractal and Rook Acquisition Corp., a Delaware
  corporation and a wholly-owned subsidiary of MetaTools ("Merger Sub").  Pursuant
  to the Reorganization Agreement, Merger Sub merged with and into Fractal,
  Fractal became a wholly-owned subsidiary of MetaTools, the name of MetaTools was
  changed to "MetaCreations Corporation" (the "Combined Company"), and each
  outstanding share of Common Stock of Fractal, $0.001 par value ("Fractal Common
  Stock"), was converted into 0.749 shares of the Common Stock of the Combined
  Company, $0.001 par value (the "Exchange Ratio") (collectively, the "Merger").
  Pursuant to the Reorganization Agreement, each outstanding option to purchase
  Fractal Common Stock under Fractal's stock option plans was assumed by MetaTools
  and became an option or right to purchase Combined Company Common Stock, with
  appropriate adjustments made to the number of shares issuable thereunder and the
  exercise price thereof, based on the Exchange Ratio.  No fraction of a share of
  Common Stock of the Combined Company was issued.  In lieu thereof, each holder
  of shares of Fractal Common Stock who was entitled to receive a fraction of a
  share of Common Stock of the Combined Company (after aggregating all fractional
  shares) received a cash amount equal to such fraction multiplied by the average
  closing price of Common Stock of MetaTools, $0.001 par value, for the most
  recent trading days prior to the Effective Time.  The Merger was effected on May
  29, 1997 (the "Effective Time"), pursuant to an Agreement and Plan of Merger
  filed with the Secretaries of State of Delaware and California. A total of
  approximately 9,055,000 shares of Combined Company Common Stock were issued in
  connection with the Merger.
  
       The Merger is intended to be a tax-free reorganization under Section 368(a)
  of the Internal Revenue Code of 1986, as amended, and is intended to be treated
  as a pooling of interests for financial reporting purposes in accordance with
  generally accepted accounting principles.  The assets of Fractal were used,
  prior to the Effective Time of the Merger, for the development, marketing and
  support of software tools for the creation, editing and manipulation of computer
  graphics images and digital art, a use which the Registrant intends to continue
  immediately following the Merger.
  
  Item 7.  Pro Forma Financial Information
           -------------------------------
  
       The following financial statements and exhibits are filed as part of this
  report, where indicated.
  
       (a)  Financial statements of business acquired, prepared pursuant to Rule
            3.05 of Regulation S-X:
  
            It is impracticable for the Registrant to provide audited financial
            statements of Fractal at this time.  Such audited financial statements
            will be filed as soon as practicable, but not later than August 12,
            1997.
  
                                        -2-
  (b)  Pro forma financial information required pursuant to Article 11 of
            Regulation S-X:
  
            It is impracticable for the Registrant to provide the level of pro
            forma financial information pursuant to Article 11 of Regulation S-X
            assuming a business combination between the Registrant and Fractal at
            this time. The required pro forma financial information will be filed
            as soon as practicable, but not later than August 12, 1997; however,
            selected pro forma financial information has been provided below.
  
            The following table sets forth the unaudited pro forma consolidated
            statements of operations of the Combined Company for the years ended
            December 31, 1995 and 1996, which has been derived from the audited
            historical consolidated statements of operations of MetaTools for the
            fiscal years ended December 31, 1995 and 1996, the audited historical
            consolidated statement of operations of Fractal for the fiscal year
            ended March 31, 1996 and the unaudited historical consolidated
            statement of operations of Fractal for the fiscal year ended March 31,
            1997. The unaudited pro forma consolidated statements of operations of
            the Combined Company should be read in conjunction with the audited
            historical consolidated financial statements and notes thereto of
            MetaTools and Fractal, respectively.
  (UNAUDITED)
                                            --------------------- 
                                                 YEAR ENDED
                                                DECEMBER 31,
                                            ---------------------
                                              1995          1996
                                            -------       -------
  Net revenues............................. $46,260       $62,936
  Cost of revenues.........................  10,081        11,677
                                            -------       -------
   Gross profit............................  36,179        51,259
  
  Operating expenses:
   Sales and marketing.....................  22,331        28,936
   General and administrative..............   4,590         5,883
   Research and development................   5,639         8,224
   Write-off of acquired in-process
    technology and other acquisition costs.      --        17,047
                                            -------       -------
     Total operating expenses..............  32,560        60,090
                                            -------       -------
  Income (loss) from operations............   3,619        (8,831)
  Other income.............................     634         3,397
                                            -------       -------
  Income (loss) before provision for
   income taxes............................   4,253        (5,434)
  Provision for income taxes...............   1,827         2,216
                                            -------       -------
  Net income (loss)........................ $ 2,426       $(7,650)
                                            =======       =======
  Amortization of costs related to the
   issuance of mandatory redeemable
   Series B convertible preferred stock
   and preferred stock dividend
   requirement.............................     (89)           --
                                            -------       -------
  Net income (loss) applicable to common
   stockholders............................ $ 2,337       $(7,650)
                                            =======       =======
  Net income (loss) per common share....... $   .15       $  (.37)
                                            =======       =======
  Weighted average number of shares
   outstanding.............................  15,267        20,590
                                            =======       =======
  -3-
  The following table sets forth the unaudited pro forma consolidated
            statements of operations of the Combined Company for each of the nine
            quarters in the period ended March 31, 1997. The unaudited pro forma
            consolidated statements of operations of the Combined Company for the
            eight quarters in the period ended December 31, 1996 have been derived
            from the unaudited historical consolidated statements of operations of
            MetaTools for the eight quarters in the period ended December 31, 1996
            and the unaudited historical consolidated statements of operations of
            Fractal for the eight quarters in the period ended March 31, 1997. The
            unaudited pro forma consolidated statement of operations of the
            Combined Company for the quarter ended March 31, 1997 has been derived
            from the unaudited statement of operations of both MetaTools and
            Fractal for the quarter ended March 31, 1997. This unaudited pro
            forma quarterly information has been prepared on the same basis as
            the annual information presented above and, in management's opinion,
            reflects all adjustments (consisting only of normal recurring
            entries) necessary for a fair presentation of the information for
            the quarters presented when read in conjunction with the audited and
            unaudited historical consolidated financial statements and notes
            thereto of MetaTools and Fractal, respectively. The operating
            results for any quarter are not necessarily indicative of results
            for any future period.
  (UNAUDITED)
                                   --------------------------------------------------------------------------------------------------
                                                                               THREE MONTHS ENDED
                                   -------------------------------------------------------------------------------------------------
                                     MAR. 31,  JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,  DEC. 31,   MAR. 31,
                                       1995      1995       1995        1995       1996       1996       1996       1996       1997
                                     -------   --------   ---------   ---------  --------   --------   -------    -------    -------
  Net revenues......................  $9,464    $10,298     $12,255     $14,243   $13,983    $14,854   $18,175   $ 15,924    $13,252
  Cost of revenues..................   2,323      2,490       2,467       2,801     2,693      2,718     3,284      2,982      2,668
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
   Gross profit.....................   7,141      7,808       9,788      11,442    11,290     12,136    14,891     12,942     10,584
  Operating expenses:
   Sales and marketing..............   4,670      5,473       5,761       6,427     6,342      7,003     7,879      7,712      7,331
   General and administrative.......     977      1,090       1,064       1,459     1,286      1,394     1,424      1,779      1,632
   Research and development.........   1,016      1,334       1,575       1,714     1,834      2,071     2,100      2,219      3,059
   Write-off of acquired
    in-process technology and
    other acquisition costs.........      --         --          --          --     1,865         --       733     14,449         --
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
     Total operating expenses.......   6,663      7,897       8,400       9,600    11,327     10,468    12,136     26,159     12,022
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Income (loss) from operations.....     478        (89)      1,388       1,842       (37)     1,668     2,775    (13,217)    (1,438)
  Other income......................      65         57         150         362       888        859       811        839        811
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Income (loss) before provision
   (benefit) for income taxes.......     543        (32)      1,538       2,204       851      2,527     3,566    (12,378)      (627)
  Provision (benefit) for
   income taxes.....................     394        179         681         573       576        767       781         92       (195)
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Net income (loss)................. $   149    $  (211)    $   857     $ 1,631   $   275    $ 1,760   $ 2,785   $(12,470)   $  (432)
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  Amortization of costs
   related to the issuance of
   mandatory redeemable
   Series B convertible
   preferred stock and
   preferred stock dividend
   requirement......................    (72)       (72)        (72)        127        --         --        --         --         --
                                     -------    -------     -------     -------   -------    -------   -------   --------    -------
  Net income (loss) applicable
    to common stockholders.......... $    77    $  (283)    $   785     $ 1,758   $   275    $ 1,760   $ 2,785   $(12,470)   $  (432)
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  Net income (loss) per
   common share..................... $   .01    $  (.02)    $   .05     $   .09   $   .01    $   .08   $   .12   $   (.60)   $  (.02)
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  Weighted average number of
   shares outstanding...............  13,499     11,580      15,788      20,623    22,898     22,793    22,727     20,895     22,261
                                     =======    =======     =======     =======   =======    =======   =======   ========    =======
  -4-
  (c)  Exhibits in accordance with Item 601 of Regulation S-K:
   
       Exhibits
       --------
   
            2.1  Agreement and Plan of Reorganization, dated as of February 11,
                 1997, among MetaTools Inc., a Delaware corporation, Fractal
                 Design Corporation, a Delaware corporation, and Rook Acquisition
                 Corp., a Delaware corporation and a wholly-owned subsidiary of
                 MetaTools.
  
                 Incorporated by reference to the Registrant's Registration
                 Statement on Form S-4 (File No. 333-25939) filed with the
                 Securities and Exchange Commission on April 28, 1997.
  
            2.2  Agreement and Plan of Merger among Fractal Design Corporation, a
                 California corporation, and Rook Acquisition Corp., a Delaware
                 corporation, dated as of May 29, 1997.
  
            2.3  Certificate of Amendment of Restated Certificate of Incorporation
                 of MetaTools, Inc.
  
            2.4  Specimen Common Stock Certificate of Registrant.
  
                                        -5-
  SIGNATURES
  
  Pursuant to the requirements 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.
  
                                      METACREATIONS CORPORATION
                                      (Registrant)
  
  Date:  June 11, 1997                /s/ TERANCE A. KINNINGER
                                      ------------------------------------------
                                      Terance A. Kinninger
                                      Vice President and Chief Financial Officer
  
                                        -6-
  EXHIBIT INDEX
  
  Exhibit
  Number    Exhibit Title
  ------    -------------
  
  2.1       Agreement and Plan of Reorganization, dated as of February 11, 1997,
            by and among MetaTools, Inc., a Delaware corporation, Fractal Design
            Corporation, a California corporation, and Rook Acquisition Corp., a
            Delaware corporation and a wholly-owned subsidiary of MetaTools.
  
            Incorporated by reference to the Registrant's Registration Statement
            on Form S-4 (File No. 333-25939) filed with the Securities and
            Exchange Commission on April 28, 1997.
  
  2.2       Agreement and Plan of Merger among Fractal Design Corporation, a
            California corporation, and Rook Acquisition Corp., a Delaware
            corporation, dated as of May 29, 1997.
  
  2.3       Certificate of Amendment of Restated Certificate of Incorporation of
            MetaTools, Inc.
  
  2.4       Specimen Common Stock Certificate of Registrant.