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AVID TECHNOLOGY, INC.
Metropolitan Technology Park
One Park West
Tewksbury, MA 01876
August 18, 1998
OFIS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Ladies and Gentlemen:
Pursuant to regulations of the Securities and Exchange Commission, submitted
herewith for filing on behalf of Avid Technology, Inc. is the Company's Form 8-K
dated the 18th day of August, 1998.
This filing is being effected by direct transmission to the Commission's
EDGAR System.
Very truly yours,
/s/ Peter T. Johnson
Peter T. Johnson
Vice President, Chief
Legal Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): AUGUST 3, 1998
AVID TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-21174 04-2977748
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)
METROPOLITAN TECHNOLOGY PARK, ONE PARK WEST
TEWKSBURY, MASSACHUSETTS 01876
(Address of Principal Executive Offices) (Zip Code)
978-640-6789
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 3, 1998, Avid Technology, Inc. ("Avid") acquired from Microsoft
Corporation ("Microsoft") all of the outstanding capital stock of, and certain
assets relating to the business of, Microsoft's wholly owned Canadian
subsidiary, Softimage Inc. ("Softimage"), on the closing of the transactions
contemplated in the Stock and Asset Purchase Agreement dated June 15, 1998 among
Avid, Microsoft and Softimage. At the closing, Avid paid $79 million in cash
(from its cash balance) to Microsoft and issued to Microsoft (i) a subordinated
note (the "Note") in the amount of $5 million, (ii) 2,344,490 shares of Avid's
Common Stock and (iii) a ten-year warrant to purchase 1,155,235 shares of Avid's
Common Stock at an exercise price of $47.65 per share. In addition, Avid agreed
to issue options, with a nominal exercise price, to Softimage employees to
purchase up to 1,911,846 shares of Avid's Common Stock ("Avid Options") to
replace unvested Microsoft options that were forfeited in the transaction. The
principal amount of the Note will be increased by $39.71 for each share
underlying forfeited Avid Options. The purchase consideration described above
was determined pursuant to an arm's length transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The financial statements of Softimage that are required to be filed
pursuant to this item will be filed by amendment on or before October 19, 1998.
(b) The pro forma financial information that is required to be filed
pursuant to this item will be filed by amendment on or before October 19, 1998.
(c) Exhibits:
2.1 Stock and Asset Purchase Agreement dated June 15, 1998 among Avid,
Microsoft and Softimage, which is incorporated herein by reference
to Exhibit 2.1 to the registrant's Quarterly Report on Form 10-Q
under the Securities Exchange Act of 1934, for the fiscal quarter
ended June 30, 1998, as filed with the Commission on August 12, 1998
(Commission File No. 0-21174). Exhibits not filed herewith will be
provided to the Securities and Exchange Commission upon request by
the Commission.
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 hereunto duly authorized.
AVID TECHNOLOGY, INC.
Date: August 18, 1998 By: /s/ William L. Flaherty
---------------- ------------------------
William L. Flaherty
Senior Vice President of Finance,
Chief Financial Officer and Treasurer
(Principal Financial Officer)