As filed with the Securities and Exchange Commission on January 28, 2003
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.
(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)
1996 EMPLOYEE STOCK PURCHASE 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)
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Title of Proposed maximum Proposed maximum Amount of
securities Amount to Offering price Aggregate offering Registration
to be registered be Registered Per share price fee
- -----------------------------------------------------------------------------------------
Common Stock, 500,000
$.01 par value shares $20.75 (1) $10,375,000 $954.50
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(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 January 21, 2003 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. 333-08823) filed by
the Registrant on July 25, 1996, relating to the Registrant's 1996 Employee
Stock Purchase 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 17th
day of January, 2003.
AVID TECHNOLOGY, INC.
By: /s/ David A. Krall
--------------------------------------
David A. Krall
President and Chief Executive Officer
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 January 17, 2003
- --------------------- and Director
David A. Krall (Principal Executive Officer)
/s/ Paul Milbury Vice President, Chief Financial January 23, 2003
- --------------------- Officer and Treasurer
Paul Milbury (Principal Financial Officer)
/s/ Carol L. Reid Vice President and Controller January 17, 2003
- --------------------- (Principal Accounting Officer)
Carol L. Reid
/s/ Charles T. Brumback Director January 17, 2003
- ------------------------
Charles T. Brumback
/s/ John Guttag Director January 23, 2003
- ---------------------
John Guttag
/s/ Robert M. Halperin Director January 16, 2003
- ------------------------
Robert M. Halperin
/s/ Nancy Hawthorne Director January 16, 2003
- ---------------------
Nancy Hawthorne
/s/ Pamela F. Lenehan Director January 17, 2003
- ------------------------
Pamela F. Lenehan
/s/ William J. Warner Director January 22, 2003
- ------------------------
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
January 28, 2003
Avid Technology, Inc.
Avid Technology Park
One Park West
Tewksbury, MA 01876
Re: Avid Technology, Inc. 1996 Employee Stock Purchase Plan
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 1996 Employee
Stock Purchase 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 our 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
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
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.
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.
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 30, 2002, except for Note R
which is as of February 6, 2002, relating to the financial statements and
financial statement schedule of Avid Technology, Inc., which appears in Avid
Technology, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2001.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 27, 2003
AVID TECHNOLOGY, INC.
Avid Technology Park
One Park West
Tewksbury, MA 01876
978-640-6789 * FAX 978-851-7216
January 28, 2003
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Avid Technology, Inc.
1996 Employee Stock Purchase 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 500,000 shares of Common Stock issuable pursuant
to an amendment of the Company's 1996 Employee Stock Purchase Plan.
This filing is being effected by direct transmission to the Commission's
EDGAR System. On January 27, 2003, in anticipation of this filing, the Company
caused the aggregate filing fee of $954.50 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