AVID TECHNOLOGY, INC.
Metropolitan Technology Park
One Park West
Tewksbury, MA 01876
July 6, 1998
OFIS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Ladies and Gentlemen:
Pursuant to regulations of the Securities and Exchange Commission, submitted
herewith for filing on behalf of Avid Technology, Inc. is the Company's Form 8-K
dated the 6th day of July, 1998.
This filing is being effected by direct transmission to the Commission's
EDGAR System.
Very truly yours,
/s/ Frederic G. Hammond
Frederic G. Hammond
General Counsel
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JUNE 15, 1998
AVID TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 0-21174 04-2977748
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)
METROPOLITAN TECHNOLOGY PARK, ONE PARK WEST
TEWKSBURY, MASSACHUSETTS 01876
(Address of Principal Executive Offices) (Zip Code)
978-640-6789
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 15, 1998, Avid Technology, Inc. ("Avid") entered into a Stock and
Asset Purchase Agreement (the "Agreement") with Microsoft Corporation
("Microsoft") and its wholly owned Canadian subsidiary, Softimage Inc.
("Softimage"). Under the terms of the Agreement, Avid will acquire from
Microsoft the outstanding capital stock of Softimage as well as certain assets
and rights relating to the Softimage business. The Agreement provides for Avid
to pay $79 million in cash to Microsoft and to issue to Microsoft (i) a
subordinated note (the "Note") in the amount of $5 million, (ii) 2,344,490
shares of Common Stock and (iii) a ten year warrant to purchase 1,155,235 shares
of Common Stock at an exercise price of $47.65 per share. In addition, Avid will
issue options, with a nominal exercise price, to Softimage employees to purchase
up to 1,911,846 shares of Common Stock ("Avid Options") to replace unvested
Microsoft options that will be forfeited in the transaction. The principal
amount of the Note would be increased by $39.71 for each share underlying
expired Avid Options. Consummation of the transaction is subject to applicable
regulatory and other approvals and conditions.
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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.
AVID TECHNOLOGY, INC.
Dated: July 6, 1998 By: /s/ William L. Flaherty
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William L. Flaherty
Senior Vice President of
Finance, Chief Financial
Officer and Treasurer
