As filed with the Securities and Exchange Commission on March 31, 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)
1999 STOCK OPTION PLAN
(Full title of the Plan)
William L. Flaherty
Acting 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)
<TABLE>
<CAPTION>
===================================================================================================================================
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,000,000 shares $20.90625 (1) $20,906,250 $5,520
====================================================================================================================================
</TABLE>
(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 March 28, 2000 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
1
<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. 333-94167) filed by
the Registrant on January 6, 2000, relating to the Registrant's 1999 Stock
Option Plan.
2
<PAGE>
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 15th
day of March, 2000.
AVID TECHNOLOGY, INC.
By: /s/ William L. Flaherty
---------------------------
William L. Flaherty
Acting Chief Executive Officer
3
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Avid Technology, Inc.,
hereby severally constitute William L. Flaherty and Ethan E. Jacks, 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/ William L. Flaherty Acting Chief Executive Officer March 15, 2000
- ----------------------- (Principal Executive Officer),
William L. Flaherty Senior Vice President of Finance
and Chief Financial Officer
(Principal Financial Officer)
/s/ Charles T. Brumback Director March 13, 2000
- -----------------------
Charles T. Brumback
/s/ Peter C. Gotcher Director March 13, 2000
- -----------------------
Peter C. Gotcher
/s/ Robert M. Halperin Director March 14, 2000
- -----------------------
Robert M. Halperin
/s/ Nancy Hawthorne Director March 25, 2000
- -----------------------
Nancy Hawthorne
/s/ Roger J. Heinen, Jr. Director March 17, 2000
- -----------------------
Roger J. Heinen, Jr.
/s/ William J. Warner Director March 22, 2000
- -----------------------
William J. Warner
4
<PAGE>
Exhibit Index
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).
- ---------------------
(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 eference 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
Exhibit 5
Hale and Dorr LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
March 31, 2000
Avid Technology, Inc.
Avid Technology Park
One Park West
Tewksbury, MA 01876
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 1,000,000 shares of
Common Stock, $.01 par value per share (the "Shares"), of Avid Technology, Inc.,
a Delaware corporation (the "Company"), issuable under the Company's 1999 Stock
Option Plan (the "Plan").
We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended and restated to date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized for issuance and the Shares, when issued
and paid for in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/S/ Hale and Dorr LLP
HALE AND DORR LLP
6
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 2000 relating to the
financial statements and financial statement schedule, which appears in the
Annual Report on Form 10-K of Avid Technology, Inc. for the year ended December
31, 1999.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 30, 2000
7
