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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 27, 2008
AVID TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
0-21174 |
04-2977748 | |||
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On February 27, 2008, the Board of Directors (the “Board”) of Avid Technology, Inc. (the “Company”), based upon a recommendation from the Nominating and Governance Committee of the Board, elected Louis Hernandez, Jr. as a Class II director of the Company to fill the existing vacancy on the Board with a term expiring at the Company’s 2010 Annual Meeting of Stockholders. Mr. Hernandez will serve on the Audit Committee of the Board.
In accordance with the Company’s director compensation program, Mr. Hernandez will receive an annual fee of $45,000 for his service on the Board and an annual fee of $5,000 for his service on the Audit Committee. In addition, Mr. Hernandez, upon his election to the Board, was granted an option to purchase 10,000 shares of the Company’s common stock, $0.01 par value per share, at an exercise price per share of $24.59. The option will vest in full on the first anniversary of the date of grant. As an outside director, Mr. Hernandez will additionally be entitled to receive stock options, restricted stock awards and/or restricted stock unit awards on the date of each annual meeting of the Company’s stockholders, provided that he has then served a minimum of six months on the Board, pursuant to the terms of the Company’s 2005 Stock Incentive Plan and 1993 Director Stock Option Plan.
The full text of the press release announcing the election of Mr. Hernandez to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits |
See Exhibit Index attached hereto.
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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.
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Date: February 27, 2008 |
AVID TECHNOLOGY, INC. | |
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Gary G. Greenfield |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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*99.1 |
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Press Release issued by the Registrant dated February 27, 2008 |
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* Documents filed herewith
Exhibit 99.1
Investor Contact: Dean Ridlon, dean_ridlon@avid.com, 978-640-5309
Media Contact: Lisa Pistacchio, lisa_pistacchio@avid.com, 650-930-3083
FOR IMMEDIATE RELEASE
Avid Announces the Election of Louis Hernandez, Jr.
to its Board of Directors
TEWKSBURY, Mass. – February 27, 2008 – Avid Technology, Inc. (Nasdaq: AVID) announced today that the board of directors of the company elected Louis Hernandez, Jr. as a Class II director of the company to fill an existing vacancy on the board with a term expiring at the company’s 2010 annual meeting of stockholders.
Mr. Hernandez is chairman and chief executive officer of Open Solutions Inc., a leading provider of enterprise-wide enabling technologies for the financial services marketplace. Open Solutions was among Forbes Magazine’s 25 Fastest-Growing Technology Companies in 2006, ranked second on the Bank Technology News 10 Technology Companies To Watch and the Deloitte & Touche Technology Fast 500 — all organizations that recognize leading companies in the technology sector for outstanding sales growth. Mr. Hernandez was also named one of the financial service industry’s five most innovative leaders, as well as a 2007 Innovator of the Year, and inducted into the newly formed Leadership Hall of Fame by Bank Technology News. Prior to joining Open Solutions, Mr. Hernandez held executive positions at several other technology-based businesses, and began his career at Price Waterhouse LLP.
“We are pleased to welcome Louis to our board,” said Gary Greenfield, Avid’s chairman and chief executive officer. “His impressive track record speaks to his leadership skills in fostering growth and innovation in business, and he will be an excellent addition to the team.”
Currently, Mr. Hernandez also serves as vice chair of the Connecticut Governor’s Council on Economic Competitiveness and Technology; director on the board of HSBC Finance Corporation; trustee on the board of the Connecticut Center for Science & Exploration; and board member of the Connecticut Children’s Medical Center.
About Avid Technology, Inc.
Avid is a worldwide leader in tools for film, video, audio, 3D animation, gaming and broadcast professionals – as well as for home audio and video enthusiasts. Avid professional and consumer brands include Avid, Digidesign, M-Audio, Pinnacle Systems, Sibelius, Softimage and Sundance Digital. The vast majority of primetime television shows, feature films, commercials and chart-topping music hits are made using one or more Avid products. Whether used by seasoned professionals or beginning students, Avid’s products and services enable customers to work more efficiently, productively and creatively. Avid received an Oscar® statuette representing the 1998 Scientific and Technical Award for the concept, design, and engineering of the Avid® Film Composer® system for motion picture editing. For more information about the company’s Oscar, Grammy® and Emmy® award-winning products and services, visit www.avid.com.
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© 2008 Avid Technology, Inc. All rights reserved. Avid, Digidesign, Film Composer, M-Audio, Pinnacle Systems, Sibelius, Softimage, and Sundance Digital are trademarks or registered trademarks of Avid Technology, Inc. or its subsidiaries in the United States and/or other countries. Emmy is a registered trademark of ATAS/NATAS. Oscar is a trademark and service mark of the Academy of Motion Picture Arts and Sciences. Grammy is a trademark of the National Academy of Recording Arts and Sciences, Inc. All other trademarks are the property of their respective owners.