As filed with the Securities and Exchange Commission on December 19, 2001
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)
1999 STOCK OPTION PLAN
(Full title of the Plan)
David A. Krall
President and 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)
=========================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities Amount to Offering price Aggregate offering registration
to be registered be Registered per share price fee
- -----------------------------------------------------------------------------------------
Common Stock, 1,000,000 $12.05 (1) $12,050,000 $2,879.95
$.01 par value shares
=========================================================================================
(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 December 14, 2001 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. 333-94167) filed by
the Registrant on January 6, 2000, relating to the Registrant's 1999 Stock
Option 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 14th
day of December, 2001.
AVID TECHNOLOGY, INC.
By: /s/ David A. Krall
--------------------------------------
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Avid Technology, Inc., hereby
severally constitute David A. Krall, Ethan E. Jacks and Carol E. Kazmer, 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/ David A. Krall President, Chief Executive Officer December 14, 2001
- ----------------------- and Director
David A. Krall (Principal Executive Officer)
/s/ Paul Milbury Vice President, Chief Financial December 12, 2001
- ----------------------- Officer and Treasurer
Paul Milbury (Principal Financial Officer)
/s/ Carol L. Reid Vice President and Controller December 12, 2001
- ----------------------- (Principal Accounting Officer)
Carol L. Reid
/s/ Charles T. Brumback Director December 14, 2001
- -----------------------
Charles T. Brumback
Director
- -----------------------
Robert M. Halperin
/s/ Nancy Hawthorne Director December 12, 2001
- -----------------------
Nancy Hawthorne
/s/ Pamela F. Lenehan Director December 12, 2001
- -----------------------
Pamela F. Lenehan
/s/ William J. Warner Director December 17, 2001
- -----------------------
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
December 19, 2001
Avid Technology, Inc.
Avid 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 1,000,000 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 1999 Stock
Option 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.
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 January 31, 2001 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, 2000.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 19, 2001
AVID TECHNOLOGY, INC.
Avid Technology Park
One Park West
Tewksbury, MA 01876
978-640-6789 * FAX 978-851-7216
December 19, 2001
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Avid Technology, Inc.
1999 Stock Option Plan
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
Submitted herewith for filing on behalf of Avid Technology, Inc. (the
"Company") is a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, registering 1,000,000 shares of Common Stock issuable pursuant
to an amendment of the Company's 1999 Stock Option Plan.
This filing is being effected by direct transmission to the Commission's
EDGAR System. On December 18, 2001, in anticipation of this filing, the Company
caused the aggregate filing fee of $2,879.95 to be wire transferred to the
Commission's account at the Mellon Bank in Pittsburgh.
Please contact the undersigned at (978) 640-3420 with any questions you may
have regarding this filing.
Very truly yours,
/s/ Carol E. Kazmer
Carol E. Kazmer
Vice President, General Counsel and
Assistant Secretary
Enclosures