As filed with the Securities and Exchange Commission on October 20, 2000
Registration No. 333-
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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 issuer as specified in its charter)
Delaware 04-2977748
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Avid Technology Park, One Park West, Tewksbury, MA 01876
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
David A. Krall
President and Chief Executive Officer
Avid Technology, Inc.
Avid Technology Park, One Park West
Tewksbury, MA 01876
(Name and address of agent for service)
(978) 640-6789
(Telephone number, including area code, of agent for service)
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to Offering price aggregate offering registration
to be registered Be Registered per share price fee
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<S> <C> <C> <C> <C>
Common Stock $.01 par value 500,000 shares $13.3125 (1) $6,656,250 $1,757.25
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
the Nasdaq National Market on October 18, 2000 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
1
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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. 333-30367) filed by
the Registrant on June 30, 1997, relating to the Registrant's 1997 Stock
Incentive Plan.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 13th
day of October, 2000.
AVID TECHNOLOGY, INC.
By: /s/David A. Krall
-------------------------
David A. Krall
President and Chief Executive Officer
3
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POWER OF ATTORNEY
We, the undersigned officers and directors of Avid Technology, Inc.,
hereby severally constitute David A. Krall, Ethan E. Jacks and Carol E. Kazmer,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, 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 all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/David A. Krall President and Chief Executive October 13, 2000
---------------------- Officer of the Board
David A. Krall (Principal Financial Officer)
/s/Ethan E. Jacks Senior Vice President and Acting October 18, 2000
---------------------- Chief Financial Officer
Ethan E. Jacks (Principal Financial Officer)
/s/Carol L. Reid Vice President and Corporate October 11, 2000
---------------------- Controller
Carol L. Reid (Principal Accounting Officer)
/s/Charles T. Brumback Director October 10, 2000
----------------------
Charles T. Brumback
/s/Peter C. Gotcher Director October 08, 2000
----------------------
Peter C. Gotcher
/s/Robert M. Halperin Director October 11, 2000
----------------------
Robert M. Halperin
/s/Nancy Hawthorne Director October 09, 2000
----------------------
Nancy Hawthorne
/s/Roger J. Heinen, Jr. Director October 09, 2000
----------------------
Roger J. Heinen, Jr.
/s/William J. Warner Director October 06, 2000
----------------------
William J. Warner
4
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Exhibit Index
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Exhibit
Number Description
------- -----------
4.1 (1) Third Amended and Restated Certificate of Incorporation of the
Registrant.
4.2 (2) Amended and Restated By-Laws of the Registrant.
4.3 (3) Certificate of Designation establishing Series A Junior
Participating Preferred Stock and Certificate of Correction.
4.4 (4) Rights Agreement, dated as of February 29, 1996 between the
Registrant and BankBoston, as Rights Agent.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
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(1) Incorporated herein by reference from Exhibits 3.1 and 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1995.
(2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-57796) as declared effective by
the Commission on March 11, 1993.
(3) Incorporated herein by reference from Exhibits 3.4 and 3.5 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1995 as filed with the Commission on April 1, 1996.
(4) Incorporated herein by reference from the Registrant's Current
Report on Form 8-K, as filed with the Commission on March 8, 1996.
5
