View:
UNITED STATES
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): November 10, 2005
AVID TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-21174 04-2977748
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
Avid Technology Park, One Park West, Tewksbury, MA 01876
(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (978) 640-6789
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
// Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
// Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
// Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange
Act (17 CFR 240.14d-2(b))
// Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
1
Item 2.02. Results of Operations and Financial Condition
On November 10, 2005, we (1) issued a press release to report that we would not
timely file our Quarterly Report on Form 10-Q for the quarter ended September
30, 2005 and (2) filed a Form 12b-25 - Notification of Late Filing with the
Securities and Exchange Commission. The November 10, 2005 press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On November 14, 2005, we issued a press release to report that we had filed our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and that
the Form 10-Q contained financial results that were unchanged from the results
we announced in our earnings press release on October 27, 2005. The November 14,
2005 press release is furnished as Exhibit 99.2 to this Current Report on Form
8-K.
The information in this Form 8-K and the Exhibits attached hereto shall not be
deemed "filed" for purposes of the Securities Exchange Act of 1934 (the
"Exchange Act"), nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits relating to Item 2.02 shall be deemed
to be furnished, and not filed:
99.1 Press Release issued by Avid Technology, Inc. dated
November 10, 2005.
99.2 Press Release issued by Avid Technology, Inc. dated
November 14, 2005.
2
SIGNATURE
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.
Date: November 14, 2005 AVID TECHNOLOGY, INC.
By: /s/ Carol E. Kazmer
----------------------------------
Carol E. Kazmer
Vice President and General Counsel
3
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99.1 Press Release issued by Avid Technology, Inc.
dated November 10, 2005.
99.2 Press Release issued by Avid Technology, Inc.
dated November 14, 2005.
4
Avid Announces Delay in Filing Form 10-Q for Third Quarter of 2005 Tewksbury, MA - November 10, 2005 - Avid Technology, Inc. (NASDAQ: AVID) today announced that it is delaying the filing of its financial results on Form 10-Q for the three-month period ended September 30, 2005 to allow the company additional time to determine the appropriate revenue recognition for a portion of the revenue attributable to its new consumer video division, which was recently acquired in a merger with Pinnacle Systems, Inc. This revenue substantially relates to partial shipments to European resellers of available consumer video products to fulfill orders placed during the third quarter. Revenue reported by the company in its third quarter earnings release included the value of these consumer products actually shipped to the resellers. The company is evaluating whether revenue recognized on partial shipments must be deferred until the orders are completely delivered. As the company gathers data to support its previously released third quarter revenue, it expects that revenue determined to be not recordable in the third quarter, if any, will be fully recognized in the fourth quarter of 2005. Avid will be filing a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission later today in connection with the delay in filing its Quarterly Report on Form 10-Q. The above release includes forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, about Avid's future performance. Words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "will" and other similar expressions help identify forward-looking statements. There are a number of factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements including, Avid's ability to complete the assessment of the appropriate revenue recognition for the revenue attributable to its new consumer video division described above on a timely basis, the results of such assessment, Avid's ability to recognize the revenue during the fourth quarter of 2005, any amendments to previous filings required as a result of that assessment, and the other factors set forth under the caption "Certain Factors That May Affect Future Results" in Avid's Form 10-Q for the quarter ended June 30, 2005, and other filings with the SEC. In addition, the forward-looking statements contained herein represent Avid's estimate only as of today and should not be relied upon as representing Avid's estimate as of any subsequent date. While Avid may elect to update these forward-looking statements at some point in the future, Avid specifically disclaims any obligation to do so, even if the estimate changes. About Avid Technology, Inc. Avid Technology, Inc. is the world leader in digital nonlinear media creation, management, and distribution solutions, enabling film, video, audio, animation, games, and broadcast professionals to work more efficiently, productively, and creatively. For more information about the company's Oscar(R), Grammy(R), and Emmy(R) award-winning products and services, please visit: www.avid.com. (c)2005 Avid Technology, Inc. All rights reserved. Avid, Digidesign, Film Composer, M-Audio, Mbox, Pinnacle Studio and Pro Tools are either registered trademarks or trademarks of Avid Technology, Inc. or its subsidiaries in the United States and/or other countries. Avid received an Oscar statuette representing the 1998 Scientific and Technical Award for the concept, design, and engineering of the Avid Film Composer(R) system for motion picture editing. Digidesign, Avid's audio division, received an Oscar statuette representing the 2003 Scientific and Technical Award for the design, development, and implementation of its Pro Tools(R) digital audio workstation. Oscar is a trademark and service mark of the Academy of Motion Picture Arts and Sciences. Emmy is a registered trademark of ATAS/NATAS. Grammy is a trademark of the National Academy of Recording Arts and Sciences, Inc. All other trademarks contained herein are the property of their respective owners.
Avid Files Third Quarter Form 10-Q;
Reaffirms Previously-Announced Quarterly Financial Results
Tewksbury, MA - November 14, 2005 - Avid Technology, Inc. (NASDAQ: AVID) today
filed its Quarterly Report on Form 10-Q for the three-month period ended
September 30, 2005. The company delayed the Form 10-Q filing to allow additional
time to determine the appropriate revenue recognition for a portion of the
revenue attributable to its new consumer video division, which was recently
acquired in a merger with Pinnacle Systems, Inc. After completing its review,
the company has concluded that the accounting treatment applied to this revenue
was appropriate and has reaffirmed the financial results announced in its
earnings press release on October 27, 2005.
About Avid Technology, Inc.
Avid Technology, Inc. is the world leader in digital nonlinear media creation,
management, and distribution solutions, enabling film, video, audio, animation,
games, and broadcast professionals to work more efficiently, productively, and
creatively. For more information about the company's Oscar(R), Grammy(R), and
Emmy(R) award-winning products and services, please visit: www.avid.com.
(C) 2005 Avid Technology, Inc. All rights reserved. Avid, Digidesign, Film
Composer and Pro Tools are either registered trademarks or trademarks of Avid
Technology, Inc. or its subsidiaries in the United States and/or other
countries. Avid received an Oscar statuette representing the 1998 Scientific and
Technical Award for the concept, design, and engineering of the Avid Film
Composer(R) system for motion picture editing. Digidesign, Avid's audio
division, received an Oscar statuette representing the 2003 Scientific and
Technical Award for the design, development, and implementation of its Pro
Tools(R) digital audio workstation. Oscar is a trademark and service mark of the
Academy of Motion Picture Arts and Sciences. Emmy is a registered trademark of
ATAS/NATAS. Grammy is a trademark of the National Academy of Recording Arts and
Sciences, Inc. All other trademarks contained herein are the property of their
respective owners.