As filed with the Securities and Exchange Commission on September 22, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AVID TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-2977748
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Avid Technology Park, One Park West, Tewksbury, MA 01876
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
William J. Miller
Chief Executive Officer
Avid Technology, Inc.
Avid Technology Park, One Park West
Tewksbury, MA 01876
(Name and address of agent for service)
(978) 640-6789
(Telephone number, including area code, of agent for service)
================================================================================
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to offering price aggregate offering registration
be registered Be Registered per share price fee
- --------------------------------------------------------------------------------
Common Stock 500,000
$.01 par value shares $22.9375(1) $11,468,750 $3,188.32
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on the Nasdaq National Market on September 17, 1999 in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-30367) filed by
the Registrant on June 30, 1997, relating to the Registrant's 1997 Stock
Incentive Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tewksbury, Commonwealth of Massachusetts, on the 1st
day of September, 1999.
AVID TECHNOLOGY, INC.
By: /s/William J. Miller
-------------------------
William J. Miller
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Avid Technology, Inc.,
hereby severally constitute William J. Miller, William L. Flaherty and Ethan E.
Jacks, and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Avid Technology, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
- ---------- ------ -----
/s/William J. Miller Chief Executive Officer September 1, 1999
William J. Miller and Chairman of the Board
(Principal Executive Officer)
/s/William L. Flaherty Senior Vice President of Finance September 3, 1999
William L. Flaherty and Chief Financial Officer
(Principal Financial Officer)
/s/Charles T. Brumback Director September 7, 1999
Charles T. Brumback
/s/Peter C. Gotcher Director September 1, 1999
Peter C. Gotcher
/s/Robert M. Halperin Director September 3, 1999
Robert M. Halperin
/s/Nancy Hawthorne Director September 2, 1999
Nancy Hawthorne
/s/Roger J. Heinen Director September 3, 1999
Roger J. Heinen, Jr
/s/Daniel Langlois Director September 3, 1999
Daniel Langlois
/s/Lucille S. Salhany Director September 7, 1999
Lucille S. Salhany
/s/William J. Warner Director September 3, 1999
William J. Warner
Exhibit Index
-------------
Exhibit
Number Description
- -------- -----------
4.1(1) Third Amended and Restated Certificate of Incorporation of the
Registrant.
4.2(2) Amended and Restated By-Laws of the Registrant.
4.3(3) Certificate of Designation establishing Series A Junior Participating
Preferred Stock and Certificate of Correction.
4.4(4) Rights Agreement, dated as of February 29, 1996 between the
Registrant and BankBoston, as Rights Agent.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
- -------------------
(1) Incorporated herein by reference from Exhibits 3.1 and 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1995.
(2) Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1 (File No. 33-57796) as
declared effective by the Commission on March 11, 1993.
(3) Incorporated herein by reference from Exhibits 3.4 and 3.5 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1995 as filed with the Commission on April 1, 1996.
(4) Incorporated herein by reference from the Registrant's Current
Report on Form 8-K, as filed with the Commission on March 8, 1996.
Exhibit 5
Hale and Dorr LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
September 22, 1999
Avid Technology, Inc.
Metropolitan Technology Park
One Park West
Tewksbury, MA 01876
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 500,000 shares of Common
Stock, $.01 par value per share (the "Shares"), of Avid Technology, Inc., a
Delaware corporation (the "Company"), issuable under the Company's 1997 Stock
Incentive Plan (the "Plan").
We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended and restated to date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America.
Avid Technology, Inc.
September 22, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and the Shares, when issued and
paid for in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/Hale and Dorr LLP
HALE AND DORR LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1999 relating to the
financial statements and financial statement schedule, which appears in the
Annual Report on Form 10-K of Avid Technology, Inc. for the year ended December
31, 1998.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 20, 1999