<PAGE>
As filed with the Securities and Exchange Commission on July 25, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
AVID TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2977748
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Metropolitan Technology Park, One Park West, Tewksbury, MA 01876
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1993 DIRECTOR STOCK OPTION PLAN, AS AMENDED
- --------------------------------------------------------------------------------
(Full Title of the Plan)
William J. Miller
Chief Executive Officer and Chairman of the Board
Avid Technology, Inc.
Metropolitan Technology Park
One Park West
Tewksbury, MA 01876
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(Name and Address of Agent for Service)
(508) 640-6789
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(Telephone number, including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of Regi-
to be to be Price Per Offering stration
Registered Registered Share(1) Price(1) Fee(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock,
$.01 par value 100,000 shares $ 16.6875 $ 1,668,750 $ 575.44
================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) and based on the average of the high and low
prices of the Registrant's Common Stock on the Nasdaq National Market
Systems' quotation system on July 22, 1996.
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by
reference the contents of the Registration Statement on Form S-8,
File No. 33-64128 relating to the Registrant's 1993 Director Stock
Option Plan.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it 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 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Tewksbury, Commonwealth of Massachusetts, on July 25, 1996.
AVID TECHNOLOGY, INC.
By: /s/ William J. Miller
-------------------------------------
William J. Miller
Chief Executive Officer and
Chairman of the Board
-3-
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Avid Technology,
Inc., hereby severally constitute and appoint William J. Miller, C.
Edward Hazen, Frederic G. Hammond and Mark G. Borden, and each of them
singly, our true and lawful attorneys with full power to them, to sign
for us and in our names, in the capacities indicated below, the
registration statement filed herewith, and any and all amendments
(including post-effective amendments) to said registration statement
(or any other registration statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securites
Act of 1933) and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Avid
Technology, Inc. to comply with the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our
said attorneys, or any of them, to said registration statement and any
and all amendments thereto.
Witness our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ William J. Miller Chief Executive Officer ) July 25, 1996
--------------------------- )
William J. Miller and Chairman of the Board )
(Principal Executive Officer) )
)
/s/ Jonathan H. Cook Vice President, Finance, ) July 25, 1996
--------------------------- )
Jonathan H. Cook Administration and )
Chief Financial Officer )
(Principal Financial Officer )
and Principal Accounting )
Officer) )
)
/s/ Charles T. Brumback Director ) July 22, 1996
--------------------------- )
Charles T. Brumback )
)
)
/s/ William E. Foster Director ) July 25, 1996
--------------------------- )
William E. Foster )
)
)
/s/ Peter C. Gotcher Director ) July 22, 1996
--------------------------- )
Peter C. Gotcher )
)
)
/s/ Robert M. Halperin Director ) July 25, 1996
--------------------------- )
Robert M. Halperin )
)
-4-
<PAGE>
/s/ William S. Kaiser Director ) July 25, 1996
--------------------------- )
William S. Kaiser )
)
)
/s/ Paul A. Maeder Director ) July 25, 1996
--------------------------- )
Paul A. Maeder )
)
)
/s/ Curt A. Rawley Director ) July 25, 1996
--------------------------- )
Curt A. Rawley )
)
)
/s/ William J. Warner Director ) July 25, 1996
--------------------------- )
William J. Warner )
-5-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page
------- ------- ----
4.1 Third Amended and Restated Certificate of
Incorporation of the Registrant, as amended *
4.2 By-Laws, as amended, of the Registrant **
4.3 Certificate of Designation establishing
Series A Junior Participating Preferred
Stock and Certificate of Correction ***
4.4 Specimen Certificate representing the
Registrant's Common Stock **
4.5 Rights Agreement, dated as of
February 29, 1996, between the Registrant
and The First National Bank of Boston,
as Rights Agent ****
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the
signature page of this registration
statement)
- ----------------------------------------
* Incorporated by reference from Exhibits 3.1 and 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 (as filed with the Commission on May 15,
1995).
** Incorporated by reference from Registrant's Registration
Statement on Form S-1 (File No. 33-57796) as declared
effective by the Commission on March 11, 1993.
*** Incorporated by reference from Exhibits 3.4 and 3.5 to the
Registrant's Annual Report on Form 10-K (File No. 0-21174)
for the year ended December 31, 1995, as filed with the
Commission on April 1, 1996.
<PAGE>
**** Incorporated by reference from the Registrant's Current
Report on Form 8-K (File No. 0-21174), as filed with the
Commission on March 8, 1996.
<PAGE>
Exhibit 5.1
-----------
July 25, 1996
Avid Technology, Inc.
Metropolitan Technology Park
One Park West
Tewksbury, MA 01876
Gentlemen:
We have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission, relating to 100,000
shares of common stock, $.01 par value per share (the "Shares")
of Avid Technology, Inc. (the "Company"), issuable under the
Company's 1993 Director Stock Option Plan, as amended (the
"Plan").
We have examined the Third Amended and Restated Certificate
of Incorporation and the By-Laws of the Company and all amendments
thereto, the Registration Statement and originals, or copies
certified to our satisfaction, of such records of meetings,
written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, documents and such
other documents and instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed
below.
In examination of the foregoing documents, we have assumed
the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such
latter documents.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly and validly authorized for
issuance under the Plan and the Shares, when issued against
payment therefor in accordance with the terms of the Plan, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
/s/ HALE AND DORR
HALE AND DORR
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Avid Technology, Inc. on Form S-8 of our report dated
February 12, 1996, on our audits of the consolidated financial
statements and financial statement schedules of Avid Technology, Inc.,
as of December 31, 1995 and 1994, and for each of the three years in
the period ended December 31, 1995, which report is included in the
Company's Annual Report in Form 10-K for the year ended December 31,
1995.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 25, 1996
<PAGE>
Exhibit 23.3
------------
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement of Avid Technology, Inc. on Form S-8 to register 100,000
shares of Common Stock to be issued by Avid Technology, Inc. of our
report dated April 21, 1994, with respect to the consolidated financial
statements and schedules of Digidesign, Inc. referred to in both of the
Avid Technology, Inc.'s Current Reports on Form 8-K dated January 6,
1995 and June 13, 1995, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
July 25, 1996
