<PAGE>
As filed with the Securities and Exchange Commission on ___________
Registration No. ________
-------------------------------------------------------------------------------
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 No.)
Incorporation or Organization)
290 Donald Lynch Boulevard
Marlborough, Massachusetts 01752-4748
(Address, including zip code,
of registrant's principal executive offices)
1986 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Steven D. Shea
Chief Financial Officer
Media 100 Inc.
290 Donald Lynch Boulevard
Marlboro, Massachusetts
01752-4748
(508) 460-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------------
Copy to:
Peter M. Moldave
Lucash, Gesmer & Updegrove, LLP
40 Broad Street
Boston, Massachusetts 02109
617-350-6800
i
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit (1) price (2) registration fee (3)
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Common Stock 200,000 shares $3.00 $600,000 $150
issuable under the
1986 Employee Stock
Purchase Plan
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the fair market value of the Common Stock on December 26,
2000 based on the last sale reported by the NASDAQ National Market for
such date.
(2) Calculated pursuant to Rule 457(h)
(3) .025% of the maximum aggregate offering price.
ii
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Media 100 Inc., a Delaware
corporation (the "Company" or the "Registrant"), relating to 200,000 shares of
Common Stock (the "Common Stock") in accordance with the terms of the Company's
1986 Employee Stock Purchase Plan (the "Plan"), to be registered hereby, which
obligations are in addition to the 200,000 shares registered on the Company's
Form S-8 filed on May 5, 1998 (Commission File No. 333-52139) and 75,000 shares
registered on the Company's Form S-8 filed on June 5, 1986 (Commission File No.
33-6238) (collectively, the "Prior Registration Statements"). Pursuant to
Instruction E of Form S-8, the contents of the Prior Registration Statements, to
the extent relating to the registration of Common Stock and except as otherwise
set forth in this Registration Statement, are incorporated by reference herein.
ITEM 8. EXHIBITS
Exhibit No. 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 , as amended through June 17, 1998
(filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 1998 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 as Exhibit 4.3 to Registration Statement No. 333-24139).
4.4 1986 Employee Stock Purchase Plan, as amended through April 14,
1999 (filed as exhibit 10.2 to the Quarterly Report on Form 10Q
for the fiscal quarter ended May 31, 1999 of Media 100 Inc. (File
No. 0-14779)).
5 Opinion of Lucash, Gesmer & Updegrove, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Lucash, Gesmer & Updegrove, LLP (contained in the
opinion filed as Exhibit 5 to this Registration Statement).
23.3 Consent of Ernst & Young LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
II-1
<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 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
December 2000.
MEDIA 100 INC.
By: /s/ John A. Molinari
--------------------
Name: John A. Molinari
Title: President and Chief
Executive 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 Steven D. Shea, 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John A. Molinari President and Chief Executive December 29, 2000
----------------------- Officer and Director
John A. Molinari (Principal Executive Officer)
/s/ Steven D. Shea Chief Financial Officer and Chief December 29, 2000
----------------------- Accounting Officer
Steven D. Shea (Principal Financial Officer and
Principal Accounting Officer)
/s/ Maurice L. Castonguay Director December 29, 2000
-----------------------
Maurice L. Castonguay
/s/ Mark Housley Director December 29, 2000
-----------------------
Mark Housley
/s/ Carl Rosendahl Director December 29, 2000
-----------------------
Carl Rosendahl
/s/ Paul J. Severino Director December 29, 2000
-----------------------
Paul J. Severino
</TABLE>
E-1
<PAGE>
INDEX TO EXHIBITS
Exhibit No. 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 , as amended through June 17, 1998
(filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q for
the fiscal quarter ended May 31, 1998 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 as Exhibit 4.3 to Registration Statement No.
333-24139).
4.4 1986 Employee Stock Purchase Plan, as amended through April 14,
1999 (filed as exhibit 10.2 to the Quarterly Report on Form 10Q
for the fiscal quarter ended May 31, 1999 of Media 100 Inc.
(File No. 0-14779)).
5 Opinion of Lucash, Gesmer & Updegrove, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Lucash, Gesmer & Updegrove, LLP (contained in the
opinion filed as Exhibit 5 to this Registration Statement).
23.3 Consent of Ernst & Young LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
E-1
