SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 8, 2000
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(Date of earliest event reported)
Media 100 Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-14779 94-3207296
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
290 Donald Lynch Blvd., Marlborough, MA 01752-4748
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(Address of principal executive offices, including zip code)
(508) 460-1600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
(a) Acquisition of Digital Origin, Inc. Pursuant to the terms of the
Agreement and Plan of Merger, dated as of December 28, 1999 (the "Merger
Agreement"), by and among Media 100 Inc., a Delaware corporation ("Media
100"), Derringer Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Media 100 ("Sub") and Digital Origin, Inc., a
California corporation ("Digital Origin"), on May 8, 2000, Sub merged with
and into Digital Origin (the "Merger"), with Digital Origin surviving the
Merger as a wholly owned subsidiary of Media 100. At the effective time of
the Merger (the "Effective Time"), the separate existence of Sub ceased,
and Digital Origin became a wholly-owned subsidiary of Media 100. At the
Effective Time, each share of common stock, no par value, of Digital Origin
("Digital Origin Common Stock") outstanding immediately prior thereto was
converted into the right to receive .5347 of a share of common stock, par
value $.01 per share, of Media 100 ("Media 100 Common Stock"). In the
Merger, each option to purchase Digital Origin Common Stock (each, a
"Digital Origin Option") outstanding immediately prior to the Effective
Time was assumed by Media 100 and converted into an option to purchase
.5347 of a share of Media 100 Common Stock (each, a "Media 100 Option").
Media 100 expects to issue approximately 3,725,483 shares of Media 100
Common Stock in connection with the Merger, including shares issuable
pursuant to Digital Origin Options which are being converted into Media 100
Options. Copies of Media 100's press release announcing the execution of
the Merger Agreement and the completion of the acquisition are included as
Exhibits 99.1 and 99.2, respectively. Such documents are incorporated by
reference into this Item 2 and the foregoing description of such documents
is qualified in its entirety by reference to such Exhibits.
The foregoing description of the terms and provisions of the Merger
Agreement, as amended, is qualified in its entirety by reference to the
Merger Agreement, as amended, together with the respective exhibits
thereto, and is hereby incorporated by reference herein.
Item 7. Financial Statement, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired. The information required by
Item 7(a) of this form has been previously reported, within the meaning of
Rule 12b-2 of the Securities Exchange Act of 1934, in the Company's
Registration Statement on Form S-4 declared effective by the Securities and
Exchange Commission on April 4, 2000. Accordingly, pursuant to General
Instruction B.3 of Form 8- K, the financial information is not filed
herewith.
(b) Pro Forma Financial Information. To be filed by amendment to this Form
8-K within 60 days after the date that this initial report on Form 8-K must
be filed.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of December
28, 1999, by and among Media 100 Inc., Derringer
Acquisition Corp. and Digital Origin, Inc.
incorporated by reference to Appendix A of Media 100
Inc.'s registration statement on Form S-4/A, filed
with the Securities and Exchange Commission on April
4, 2000.
99.1 Form of Press Release issued by Media 100 dated
December 28, 1999.
99.2 Form of Press Release issued by Media 100 dated May
8, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, 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 D. Shea
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Steven D. Shea
Vice President, Finance
Date: May 23, 2000
Exhibit Index
Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of December 28,
1999, by and among Media 100 Inc., Derringer
Acquisition Corp. and Digital Origin, Inc. incorporated
by reference to Appendix A of Media 100 Inc.'s
registration statement on Form S-4/A, filed with the
Securities and Exchange Commission on April 4, 2000.
99.1 Form of Press Release issued by Media 100 dated
December 28, 1999.
99.2 Form of Press Release issued by Media 100 dated
May 8, 2000.
EXHIBIT 99.1
Media 100 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, MA., 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 a 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 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.
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 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, 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.
SOURCE Media 100 Inc.
EXHIBIT 99.2
Media 100 Completes Merger Of Digital Origin Inc.
Media 100 to Dominate Streaming Media Market With Unique
Suite of Streaming Media Applications
MARLBORO, MA., May 9, 2000 -- Media 100 Inc. (NASDAQ:MDEA), the pioneer of
streaming media production tools, today announced it has completed the
merger with Digital Origin, Inc., the leading developer of application
software for acquiring and editing digital video (DV) on personal computers
for streaming on the Internet.
By coupling Digital Origin's applications, such as EditDV and
IntroDV, with its own industry-standard streaming media applications, such
as Media Cleaner, Media 100 is delivering a unique, tightly-integrated
streaming media application suite. This complete workflow serves
individuals, Internet broadcasters and eTailers developing next-generation
streaming media web sites and dynamic Internet experiences.
Media 100 is the only company delivering a streaming media application
suite that addresses the entire streaming media production process -- from
acquiring video from hot new DV camcorders, to editing, creating titles and
effects, to compressing and streaming high-quality video on the Web. Media
100 is enabling anyone with a personal computer and an Internet connection
to broadcast their video on the Internet.
The companies announced their intention to merge on December 28, 1999
and, with this announcement, confirm the successful completion of the
merger with shareholder approval. Under the terms of the merger agreement,
Media 100 issued 0.5347 shares of common stock for each share of Digital
Origin common stock.
The merger was completed as a pooling of interests for accounting
purposes, and is a tax-free transaction. Media 100 will operate Digital
Origin as a wholly-owned subsidiary headquartered in Mountain View,
California, and expects results of the acquisition to be accretive within
the first year of combined operations. The combined company now has
approximately 100 employees in its Silicon Valley hub, and an installed
base in excess of 200,000 users.
"Bringing this merger to such a rapid and successful close was
paramount to our streaming strategy for 2000 and beyond," John Molinari,
chief executive officer of Media 100. "The integration of Digital Origin
technology and core competencies into Media 100 creates a ripple-effect
across all of our products, enabling us to immediately deliver streaming
media solutions unrivalled in sophistication and innovation to an even
broader customer base."
"Combining Digital Origin's DV expertise with Media 100's streaming
media leadership firmly positions us as the world's first company to offer
an integrated streaming media application suite to all segments of the
market," added Mark Housley, president and chief operating officer of Media
100. "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."
CONTACT: Steve Shea, Vice President of Finance, Media 100 Inc.,
508.303.4800 or Evan Smith,CFA / Jennifer Hendrickson,Shandwick
International, 212.591.9854/ 212.591.9820 or Mark Housley, President and COO,
Media 100 Inc., 650.404.6301.
SOURCE Media 100 Inc.
