-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DWCerum0w9lNIBFf6NmY7F5EW5DvSfGy7u//hjnPN0D1i1DmdUaKO/vCe/SHW9CA nR5tQEsLRqd7p+MHjQHrBA== 0000896058-97-000154.txt : 19971014 0000896058-97-000154.hdr.sgml : 19971014 ACCESSION NUMBER: 0000896058-97-000154 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971010 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA 100 INC CENTRAL INDEX KEY: 0000713138 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042532613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36375 FILM NUMBER: 97693825 BUSINESS ADDRESS: STREET 1: 100 LOCKE DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752-1192 BUSINESS PHONE: 5084813700 MAIL ADDRESS: STREET 2: 100 LOCKE DRIVE CITY: MARLBORO STATE: MA ZIP: 01752-1192 FORMER COMPANY: FORMER CONFORMED NAME: DATA TRANSLATION INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK ESTATES INC CENTRAL INDEX KEY: 0000927907 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 30 WALL STREET 9TH FLOOR CITY: NYW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2122691833 MAIL ADDRESS: STREET 1: 30 WALL STREET 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MEDIA 100 INC. --------------- (Name of Issuer) COMMON STOCK $.01 PAR VALUE ------------------------------ (Title of Class of Securities) 58440W105 -------------- (CUSIP Number) Kevin S. Moore Senior Vice President and Chief Financial Officer The Clark Estates, Inc. One Rockefeller Plaza New York, New York 10020 Tel. No.: (212) 269-1833 With a copy to: David W. Ambrosia, Esq. Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004-1490 (212) 858-1208 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] SCHEDULE 13D ================================================================================ CUSIP NO. 58440W105 Page of Pages ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Clark Estates, Inc. ================================================================================ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| ================================================================================ 3 SEC USE ONLY ================================================================================ 4 SOURCE OF FUNDS* OO ================================================================================ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ================================================================================ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ================================================================================ 7 SOLE VOTING POWER NUMBER OF SHARES 445,900 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH =========================================================== 8 SHARED VOTING POWER 0 =========================================================== 9 SOLE DISPOSITIVE POWER 445,900 =========================================================== 10 SHARED DISPOSITIVE POWER 0 ================================================================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,900 ================================================================================ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ================================================================================ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% ================================================================================ 14 TYPE OF REPORTING PERSON* CO ================================================================================ Item 1. Security and Issuer. This Statement relates to shares of Common Stock, $.01 par value per share (the "Common Stock") of Media 100 Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 290 Donald Lynch Boulevard, Marlborough, Massachusetts 01752-4748. Item 2. Identity and Background. (a) - (c) This Statement is being filed by The Clark Estates, Inc. (the "Reporting Person"). The Reporting Person is a New York corporation principally engaged in the business of providing management and administrative services for certain institutional, corporate, individual and trust accounts affiliated with the Clark family. The principal business and principal office address of the Reporting Person is One Rockefeller Plaza, New York, New York 10020. The name, business address, present principal occupation or employment of each executive officer and director of the Reporting Person (the "Executive Officers and Directors") are set forth in Schedule I hereto, which is incorporated herein by reference. (d) - (e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the Executive Officers and Directors has (A) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the persons listed in this Item 2 or Schedule I hereto is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. All the shares of Company Common Stock owned by the Reporting Person were purchased in open market transactions. As of September 30, 1997, the Reporting Person was the beneficial owner of 400,900 shares of Common Stock. The Reporting Person's further purchases of Common Stock are described in Schedule II hereto, which is incorporated herein by reference. As a result of the purchases of 20,000 shares of Common Stock on October 1, 1997, 15,000 shares of Common Stock on October 2, 1997 and 10,000 shares of Common Stock on October 8, 1997, the Reporting Person became the beneficial owner of 5.4% of the Common Stock. The 445,900 shares of Company Common Stock were acquired by funds available for investment in certain of the accounts for which the Reporting Person provides management and administrative services. Item 4. Purpose of Transaction. All of the shares of Common Stock have been acquired for investment purposes. The Reporting Person currently does not have any plans or proposals of the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D, except that the Reporting Person may acquire additional shares of Common Stock in open market transactions for investment purposes. Any decision of the Reporting Person either to purchase additional shares of Company Common Stock or to dispose of any shares will take into account various factors, including general economic conditions and money and stock market conditions. Item 5. Interest in Securities of the Issuer. (a) The 445,900 shares of Company Common Stock beneficially owned by the Reporting Person constitute 5.4% of the outstanding shares of Company Common Stock (based upon an aggregate of 8,134,121 outstanding shares of Company Common Stock as of June 30, 1997, as reported in the Company's Form 10-Q for the period ended May 31, 1997). (b) The Reporting Person has sole power to vote or to direct the vote of the shares of Company Common Stock referred to in paragraph (a) above and sole power to dispose or to direct the disposition of any such shares. (c) Information with respect to all transactions in the Company Common Stock which were effected by the Reporting Person during the past sixty days are set forth in Schedule II hereto, which is incorporated herein by reference. (d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Company Common Stock referred to in paragraph (a) above. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither the Reporting Person, nor (to the best knowledge of the Reporting Person) any of the Executive Officers and Directors, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or the withholding of proxies. Item 7. Material to be Filed as Exhibits. None. SIGNATURES After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 10, 1997 - ------------------- /s/ Kevin S. Moore - ---------------------- Senior Vice President and Chief Financial Officer The Clark Estates, Inc. SCHEDULE I Executive Officers and Directors of The Clark Estates, Inc. Except where otherwise indicated, the business address of each of the following is The Clark Estates, Inc., One Rockefeller Plaza, New York, New York 10020. Principal Occupation Name and Name of Business Edward W. Stack President and Director The Clark Estates, Inc. Management Services Jane F. Clark Chairman and Director The Clark Estates, Inc. Management Services Kevin S. Moore Senior Vice President, Chief Financial Officer and Director The Clark Estates, Inc. Management Services William T. Burdick Secretary The Clark Estates, Inc. Management Services Anne L. Peretz Director The Clark Estates, Inc. Management Services Marshall F. Wallach Director The Clark Estates, Inc. Management Services SCHEDULE II Transactions in Company Common Stock Effected by Reporting Person During Past Sixty Days Date Transaction Number of Per Share Type Shares Purchased Sale Price 09-03-97 Market Purchase 33,300 5.0000 09-04-97 Market Purchase 7,000 5.0000 09-08-97 Market Purchase 7,500 5.0833 09-10-97 Market Purchase 20,000 5.2500 09-12-97 Market Purchase 25,000 5.2500 09-15-97 Market Purchase 12,500 5.1750 10-01-97 Market Purchase 20,000 5.2344 10-02-97 Market Purchase 15,000 5.2500 10-08-97 Market Purchase 10,000 5.2500 -----END PRIVACY-ENHANCED MESSAGE-----