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As filed with the Securities and Exchange Commission on March 28, 1997
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDIA 100 INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2532613
(State or other jurisdiction of (I.R.S. Employer Identification Number)
organization or incorporation)
100 LOCKE DRIVE
MARLBOROUGH, MASSACHUSETTS 01752-1192
(Address of principal executive offices, including zip code)
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KEY EMPLOYEE INCENTIVE PLAN (1992)
(Full title of the plan)
Peter J. Rice
Vice President and Chief Financial Officer
Media 100 Inc.
100 Locke Drive
Marlboro, Massachusetts 01752-1192
(508) 460-1600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered Share(1) Price Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock,
par value $.01 1,000,000 shares $6.00 $6,000,000.00 $1,818.19
============================================================================================================
<FN>
(1) The proposed maximum offering price has been estimated solely for the
purpose of determining the registration fee pursuant to Rule 457(h) on the
basis of the average of the high and low sale prices of Media 100 Inc.
Common Stock reported on the Nasdaq National Market on March 24, 1997.
</TABLE>
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Media 100 Inc. (the "Registrant") hereby incorporates by reference the
contents of the Registrant's Registration Statement on Form S-8, File No.
33-50692, filed with the Securities and Exchange Commission on August 10, 1992,
except to the extent that such contents shall have been modified or superseded
as set forth herein.
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended November 30, 1996.
(2) Current Report on Form 8-K dated December 2, 1996.
(3) The description of the Registrant's Common Stock which is contained in
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended August 31, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, after the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The validity of the shares of Common Stock offered hereby has been passed
upon for the Registrant by Craig Barrows, General Counsel and Secretary of the
Registrant. As of the date of this Registration Statement, Mr. Barrows is the
holder of options to purchase 20,000 shares of the Registrant's Common Stock,
granted under the Registrant's Key Employee Incentive Plan (1992).
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The Registrant is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware ("Section 145") empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his conduct was unlawful. Section 145 also
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that
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such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and empowers
the corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any such liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Paragraph 8 of the Registrant's Restated Certificate of Incorporation
requires the Registrant, to the maximum extent permitted from time to time
under Delaware law, to indemnify and upon request advance expenses to any
person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or claim, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was or has agreed to be a director or officer of the
Registrant or while a director or officer is or was serving at the request of
the Registrant as a director, officer, partner, trustee, employee or agent of
any corporation or other enterprise, including service with respect to employee
benefit plans, against expenses (including attorneys' fees and expenses),
judgments, fines, penalties and amounts paid in settlement incurred (and not
otherwise recovered) in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim. The foregoing does
not require the Registrant to indemnify or advance expenses to any person in
connection with any action, suit, proceeding, claim or counterclaim initiated
by or on behalf of such person. Any person seeking indemnification under this
provision shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established.
Paragraph 7 of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined.
The Registrant has obtained a directors' and officers' liability insurance
policy to provide coverage for the Registrant's officers and directors.
Item 8. Exhibits.
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Exhibits required as part of this Registration Statement are listed in the
index on page 6.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Marlboro, Massachusetts, on this 28th day of
March, 1997.
Media 100 Inc.
By: PETER J. RICE
--------------------------------
Name: Peter J. Rice
Title: Vice President and Chief
Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes John A. Molinari and Peter J. Rice, each of
them singly, his true and lawful attorneys with full power to them, and each of
them singly, to sign for him and in his name in the capacities indicated below
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.
Signature Title Date
--------- ----- ----
JOHN A. MOLINARI President and Chief Executive March 28, 1997
- ----------------------------- Officer and Director
John A. Molinari (Principal Executive Officer)
PETER J. RICE Vice President and Chief Financial March 28, 1997
- ----------------------------- Officer
Peter J. Rice (Principal Financial Officer)
STEVEN D. SHEA Corporate Controller and Chief March 28, 1997
- ----------------------------- Accounting Officer
Steven D. Shea (Principal Accounting Officer)
ALFRED A. MOLINARI, JR. Director March 28, 1997
- -----------------------------
Alfred A. Molinari, Jr.
BRUCE I. SACHS Director March 28, 1997
- -----------------------------
Bruce I. Sachs
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PAUL J. SEVERINO Director March 28, 1997
- -----------------------------
Paul J. Severino
MAURICE L. CASTONGUAY Director March 28, 1997
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Maurice L. Castonguay
R. BRADFORD MALT Director March 28, 1997
- -----------------------------
R. Bradford Malt
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EXHIBIT INDEX
Exhibit Number Description
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year
ended November 30, 1996 of Media 100 Inc. (File No. 0-14779)).
4.2 By-laws of the Registrant (filed as Exhibit 3.2 to the Annual
Report on Form 10-K for the fiscal year ended November 30, 1996
of Media 100 Inc. (File No. 0-14779)).
4.3 Specimen of the form of certificate representing ownership of
shares of the Registrant's Common Stock, par value $.01 per
share; filed herewith.
5 Opinion of General Counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of General Counsel (contained in the opinion filed as
Exhibit 5 to this Registration Statement).
24 Power of Attorney (included in the signature page of this
Registration Statement).
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EXHIBIT 4.3
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<S> <C> <C>
COMMON STOCK COMMON STOCK
NUMBER SHARES
CUSIP 58440W 10 5
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR CERTAIN DEFINITIONS
IN BOSTON, MA OR NEW YORK, NY AND A STATEMENT AS TO THE EXISTENCE
OF CERTAIN PREFERENCES, POWERS,
QUALIFICATIONS AND RIGHTS.
MEDIA 100 INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF ONE CENT ($.01) PER SHARE OF THE COMMON STOCK OF
MEDIA 100 INC.
transferable on the books of the Corporation only by the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented hereby are received and held subject to the
laws of The State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, all as from
time to time amended. This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Media 100 Inc. Dated: COUNTERSIGNED AND REGISTERED:
[CORPORATE THE FIRST NATIONAL BANK OF BOSTON
SEAL] TRANSFER AGENT AND REGISTRAR
1996
DELAWARE /s/ John A. Molinari /s/ Peter J. Rice BY /s/ M. Penezic
PRESIDENT TREASURER AUTHORIZED SIGNATURE
- -----------------------------------------------------------------------------------------------------------------------------------
AMERICAN BANK NOTE COMPANY
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MEDIA 100 INC.
The Corporation is authorized to issue Preferred Stock and Common Stock.
The Preferred Stock may be divided into and issued in series, having such
preferences, voting powers, qualifications and special and relative rights as
shall be established by the Board of Directors from time to time. The
Corporation will furnish to the holder hereof upon written request and without
charge a copy of the full text, as set forth in the Corporation's Certificate
of Incorporation, of the preferences, voting powers, qualifications and special
and relative rights of each class of its capital stock (and each series, if
any, of its Preferred Stock) authorized to be issued as of the date of such
request.
FOR VALUE RECEIVED, hereby sell, assign and transfer
unto -------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- ------------------------------------------------------------------------ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ---------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated
----------------------------- -------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Certificate, in every particular,
without alteration or enlargement,
or any change whatever.
SIGNATURE(S) GUARANTEED:
------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
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EXHIBIT 5
March 28, 1997
Media 100 Inc.
100 Locke Drive
Marlboro, MA 01752-1192
Ladies and Gentlemen:
This opinion is being furnished in connection with a registration statement
on Form S-8 and all exhibits thereto (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the registration of 1,000,000 shares of Common Stock, par value
$.01 per share (the "Shares"), of Media 100 Inc., a Delaware corporation (the
"Company"). The Shares are to be issued pursuant to the exercise of options
granted under the Company's Key Employee Incentive Plan (1992) (the "Plan").
I am General Counsel of the Company and am familiar with the action taken
by the Company in connection with the Plan. For purposes of this opinion, I have
examined the Registration Statement, the Plan and such other documents, records,
certificates and other instruments as I have deemed necessary.
I express no opinion as to the applicability of, compliance with or effect
of federal law or the law of any jurisdiction other than the General Corporation
Law of the State of Delaware.
Based on the foregoing, I am of the opinion that, when the Shares have been
issued and sold in accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
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.
Very truly yours,
CRAIG BARROWS
Craig Barrows
General Counsel of Media 100 Inc.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 to our report dated
January 9, 1997 (except with respect to the matter discussed in Note 6(b)(ii),
as to which the date is February 12, 1997) incorporated by reference in
Media 100 Inc.'s Form 10-K for the fiscal year ended November 30, 1996.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 26, 1997
