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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 28, 1999
MEDIA 100 INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-14779 04-2532613
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
290 DONALD LYNCH BOULEVARD, MARLBOROUGH, MA 01752-4748
(Address of Principal Executive Offices) (Zip Code)
(508) 460-1600
Registrant's Telephone number including area code
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ITEM 5. OTHER EVENTS.
On December 28, 1999, the Registrant issued a press release announcing its
intention to acquire Digital Origin, Inc. Reference is made to the press release
which is included as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit Number Title
99 Press Release of the Registrant dated December 28, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDIA 100 INC.
By /s/ Steven Shea
Date: January 14, 2000 Steven Shea
Vice President of Finance and Treasurer
(Chief Financial Officer)
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EXHIBIT INDEX
Exhibit Number Description
99 Press Release of the Registrant dated December 28, 1999.
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For Immediate Release:
Contact:
Steve Shea, Vice President of Finance Evan Smith,CFA / Jennifer Hendrickson
Media 100 Inc. Shandwick International
508.303.4800 212.591.9854/ 212.591.9820
Mary Bobel
Chief Financial Officer
Digital Origin
650.404.6305
MEDIA 100 INC. AND DIGITAL ORIGIN INC. SIGN DEFINITIVE MERGER AGREEMENT
--Company to target Internet desktops with low-cost, consumer-friendly
video editing and Internet streaming applications--
MARLBORO, MASS. - DECEMBER 28, 1999 - Media 100 Inc. (NASDAQ: MDEA), the pioneer
of streaming media production tools, today announced it has entered into a
definitive agreement to acquire Digital Origin Inc. (NASDAQ: DODV) of Mountain
View, California. Digital Origin is the leading developer of digital video
editing and effects software applications designed to support the new low-cost,
high-quality DV (digital video) camcorders, which rapidly are being adopted as
the standard for acquiring video for Internet applications. The combined company
will target Internet desktops with low-cost applications that allow personal
computer users to capture, edit, and stream video on the Internet using a
single, integrated, and easy-to-use application. Digital Origin is the developer
of the award-winning applications EditDV and IntroDV, which provide Web site
designers, DVD authors, multimedia professionals, and consumers the ability to
create video programs -- complete with titles, effects and audio -- easily and
at low-cost on a standard PC or laptop.
The merger will be completed as a pooling of interests for accounting purposes,
and a tax-free transaction. Under the agreement, the Company will issue 0.5347
shares of common stock for each share of Digital Origin common stock. The
transaction is subject to the approval of the stockholders of Media 100 and
Digital Origin and other customary closing conditions. The merger is expected to
be complete in 90 to 120 days.
In addition, Media 100 and Digital Origin announced they have entered into a
non-exclusive, four-year OEM development and license agreement, pursuant to
which Media 100 will use the video editing and effects software of Digital
Origin in exchange for certain royalty payments. The parties plan to integrate
Digital Origin's software with Media 100's Internet streaming media software,
Media Cleaner, to deliver consumer-level video editing and streaming tools to
millions of Internet desktops.
John Molinari, president and chief executive officer of Media 100, said, "The
merger with Digital Origin gives the combined company a strategic technology and
product portfolio unmatched in the streaming media tools category. In combining
Digital Origin's product and technology portfolio with Media 100's, we will be
the first company
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to offer fully integrated Internet video production and streaming tools to all
segments of the market. We will address the video creation and streaming needs
of a broad range of customers, from consumers and Web site designers to video
professionals and high-end Internet broadcasters. Our tools address every aspect
of streaming media production from video capture, editing, and effects to
Internet streaming and DVD authoring.
"The merged company's partnerships with DV camcorder leaders Canon, JVC, and
Panasonic, streaming media format suppliers Real Networks, Microsoft, and Apple,
and Internet service providers and portals such as Excite@Home and encoding.com
position us to create leading-edge streaming media production tools and
distribute them broadly to the Internet desktop."
Mark Housley, chairman and chief executive officer of Digital Origin, said "The
merger positions the new company as the premier supplier of streaming media
production tools for the Internet. By combining the streaming media capabilities
of Media Cleaner, developed by a Media 100 subsidiary, Terran Interactive, with
Digital Origin's editing and effects applications EditDV and IntroDV, we will
deliver low-cost software applications to Internet desktops that make it
possible for millions of users to create and stream video on the Web without
forcing them to buy a new, dedicated PC or Macintosh. We are eliminating the
barriers of cost and complexity to accelerate the growth of Internet video. Our
goal is to make everyone with a personal computer a potential Internet video
broadcaster."
Mr. Molinari added, "We plan to operate Digital Origin as a wholly-owned
subsidiary headquartered in Mountain View, California. We project results of the
acquisition to be accretive within the first year of combined operations. The
company will have approximately 100 employees in its Silicon Valley hub, and
will have an installed base in excess of 150,000 users."
CERTAIN OF THE STATEMENTS IN THIS PRESS RELEASE, INCLUDING THE STATEMENTS
RELATING TO MEDIA 100'S EXPECTATIONS REGARDING POTENTIAL EFFICIENCIES ARE
FORWARD-LOOKING STATEMENTS SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO BE MATERIALLY DIFFERENT THAN EXPECTATIONS. SUCH RISKS AND
UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, RISKS ASSOCIATED WITH THE
ACQUISITION, TRANSACTION COSTS AND THE RELATED INTEGRATION OF OPERATIONS.
INVESTORS ARE ADVISED TO READ EACH COMPANY'S ANNUAL AND QUARTERLY REPORTS ON
FORM 10-K AND FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR A
FULL DESCRIPTION OF SUCH RISKS AND UNCERTAINTIES.
ABOUT DIGITAL ORIGIN
Digital Origin was founded in 1986; its products include leading-edge digital
video software solutions that are available through worldwide authorized
resellers, system integrators, and distributors and directly via the Internet.
For more information visit WWW.DIGITALORIGIN.COM. "Digital Origin," "EditDV,"
"RotoDV," "MotoDV," "IntroDV," and "PhotoDV" are trademarks of Digital Origin,
Inc.
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ABOUT MEDIA 100/TERRAN INTERACTIVE
Media 100 Inc. of Marlboro, Mass., USA, (NASDAQ: MDEA) is the pioneer of
streaming media production tools for the Internet. Since 1993, its award-winning
Media 100(R) and IFINish(TM) digital video systems for Macintosh(R) and Windows
NT(R) have redefined the digital video industry by making content creation
easier, more productive and more affordable for traditional video customers.
With over 24,000 systems installed in more than 50 countries, broadcast and
cable television, education, corporate training, animation, CD-ROM, DVD-ROM and
streaming media for the Internet. For more information, visit WWW.MEDIA100.COM.
Terran Interactive, a wholly owned subsidiary of Media 100, develops and markets
Media Cleaner Pro(TM), which is widely recognized as the industry standard
application for preparing the highest quality streaming Internet video. Visit
WWW.TERRAN.COM for information about Media Cleaner products.
