<PAGE>
As filed with the Securities and Exchange Commission on
File No. 333-52139
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
POST EFFECTIVE AMENDMENT NO. 1
TO
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)
290 Donald Lynch Boulevard
Marlborough, Massachusetts 01752-4748
(Address of principal executive offices, including zip code)
___________________
1986 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Craig Barrows
General Counsel and Secretary
Media 100 Inc.
290 Donald Lynch Boulevard
Marlboro, Massachusetts 01752-4748
(508) 460-1600
(Name, address and telephone number, including area code, of agent for service)
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
2
<PAGE>
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 post-effective
amendment to the registration statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Marlboro,
Massachusetts, this 29th day of May, 1998.
Media 100 Inc.
By: /s/ Steven D. Shea
---------------------
Name: Steven D. Shea
Title: Corporate Controller and Chief
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------ ----------------------------- ------------
<S> <C> <C>
* President and Chief Executive May 29, 1998
- ------------------------ Officer and Director
John A. Molinari (Principal Executive Officer)
/s/ Steven D. Shea Corporate Controller and Chief May 29, 1998
- ------------------------ Accounting Officer
Steven D. Shea (Principal Financial Officer and
Principal Accounting Officer)
* Director May 29, 1998
- ------------------------
Maurice L. Castonguay
* Director May 29, 1998
- ------------------------
Roger W. Redmond
* Director May 29, 1998
- ------------------------
Bruce I. Sachs
* Director May 29, 1998
- ------------------------
Paul J. Severino
*By: /s/ Steven D. Shea May 29, 1998
-------------------
Steven D. Shea
(Attorney-in-Fact)
</TABLE>
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
23.3 Consent of Arthur Andersen LLP.
4
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post-Effective Amendment No. 1 to Form S-8 (Registration
No. 333-52139) to our report dated January 15, 1998 (except with respect to
the matters discussed in Note 6(b) and the last paragraph of Note 3(b), as to
which the dates are January 16 and 26, 1998, respectively) included in Media
100 Inc.'s Form 10-K for the fiscal year ended November 30, 1997 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 26, 1998
