As filed with the Securities and Exchange Commission on July 25, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
AVID TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2977748
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Metropolitan Technology Park, One Park West, Tewksbury, MA 01876
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(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN, AS AMENDED
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(Full Title of the Plan)
William J. Miller
Chief Executive Officer and Chairman of the Board
Avid Technology, Inc.
Metropolitan Technology Park
One Park West
Tewksbury, MA 01876
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(Name and Address of Agent for Service)
(508) 640-6789
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(Telephone number, including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of Regis-
to be to be Price Per Offering tration
Registered Registered Share(1) Price(1) Fee(1)
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Common Stock,
$.01 par value 800,000 shares $16.6875 $13,350,000 $4,603.45
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) and based on the average of the high
and low prices of the Registrant's Common Stock on the Nasdaq National
Market Systems' quotation system on July 22, 1996.
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statements on Form S-8, File Nos. 33-82478 and 33-
98692 relating to the Registrant's 1994 Stock Option Plan.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
July 25, 1996.
AVID TECHNOLOGY, INC.
By: /s/ William J. Miller
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William J. Miller
Chief Executive Officer and
Chairman of the Board
-3-
POWER OF ATTORNEY
We, the undersigned officers and directors of Avid Technology, Inc., hereby
severally constitute and appoint William J. Miller, C. Edward Hazen, Frederic G.
Hammond and Mark G. Borden, and each of them singly, our true and lawful
attorneys with full power to them, to sign for us and in our names, in the
capacities indicated below, the registration statement filed herewith, and any
and all amendments (including post-effective amendments) to said registration
statement (or any other registration statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933) 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 the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Witness our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ William J. Miller Chief Executive Officer ) July 25, 1996
- --------------------------- and Chairman of the Board )
William J. Miller (Principal Executive Officer) )
)
/s/ Jonathan H. Cook Vice President, Finance, ) July 25, 1996
- --------------------------- Administration and )
Jonathan H. Cook Chief Financial Officer )
(Principal Financial Officer )
and Principal Accounting )
Officer) )
)
/s/ Charles T. Brumback Director ) July 22, 1996
- --------------------------- )
Charles T. Brumback )
)
)
/s/ William E. Foster Director ) July 25, 1996
- --------------------------- )
William E. Foster )
)
)
/s/ Peter C. Gotcher Director ) July 22, 1996
- --------------------------- )
Peter C. Gotcher )
)
)
/s/ Robert M. Halperin Director ) July 25, 1996
- --------------------------- )
Robert M. Halperin )
)
-4-
)
/s/ William S. Kaiser Director ) July 25, 1996
- --------------------------- )
William S. Kaiser )
)
)
/s/ Paul A. Maeder Director ) July 25, 1996
- --------------------------- )
Paul A. Maeder )
)
)
/s/ Curt A. Rawley Director ) July 25, 1996
- --------------------------- )
Curt A. Rawley )
)
)
/s/ William J. Warner Director ) July 25, 1996
- --------------------------- )
William J. Warner )
-5-
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page
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4.1 Third Amended and Restated Certificate of
Incorporation of the Registrant, as amended *
4.2 By-Laws, as amended, of the Registrant **
4.3 Certificate of Designation establishing
Series A Junior Participating Preferred
Stock and Certificate of Correction ***
4.4 Specimen Certificate representing the
Registrant's Common Stock **
4.5 Rights Agreement, dated as of
February 29, 1996, between the Registrant
and The First National Bank of Boston,
as Rights Agent ****
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the
signature page of this registration
statement)
- ------------------------------
* Incorporated by reference from Exhibits 3.1 and 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 (as filed with the Commission on May 15,
1995).
** Incorporated by reference from Registrant's Registration
Statement on Form S-1 (File No. 33-57796) as declared
effective by the Commission on March 11, 1993.
*** Incorporated by reference from Exhibits 3.4 and 3.5 to the
Registrant's Annual Report on Form 10-K (File No. 0-21174)
for the year ended December 31, 1995, as filed with the
Commission on April 1, 1996.
**** Incorporated by reference from the Registrant's Current
Report on Form 8-K (File No. 0-21174), as filed with the
Commission on March 8, 1996.
Exhibit 5.1
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July 25, 1996
Avid Technology, Inc.
Metropolitan Technology Park
One Park West
Tewksbury, MA 01876
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement"), to be filed with the Securities and Exchange
Commission, relating to 800,000 shares of common stock, $.01 par value per share
(the "Shares") of Avid Technology, Inc. (the "Company"), issuable under the
Company's 1994 Stock Option Plan, as amended (the "Plan").
We have examined the Third Amended and Restated Certificate of
Incorporation and the By-Laws of the Company and all amendments thereto, the
Registration Statement and originals, or copies certified to our satisfaction,
of such records of meetings, written actions in lieu of meetings, or resolutions
adopted at meetings, of the directors of the Company, documents and such other
documents and instruments as in our judgment are necessary or appropriate to
enable us to render the opinions expressed below .
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance under the Plan and the
Shares, when issued against payment therefor in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ HALE AND DORR
HALE AND DORR
Exhibit 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Avid Technology, Inc. on Form S-8 of our report dated February 12, 1996, on
our audits of the consolidated financial statements and financial statement
schedules of Avid Technology, Inc., as of December 31, 1995 and 1994, and for
each of the three years in the period ended December 31, 1995, which report is
included in the Company's Annual Report in Form 10-K for the year ended December
31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 25, 1996
Exhibit 23.3
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CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
of Avid Technology, Inc. on Form S-8 to register 800,000 shares of Common Stock
to be issued by Avid Technology, Inc. of our report dated April 21, 1994, with
respect to the consolidated financial statements and schedules of Digidesign,
Inc. referred to in both of the Avid Technology, Inc.'s Current Reports on Form
8-K dated January 6, 1995 and June 13, 1995, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
July 25, 1996
