-----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, GSCtTYKkSegEX9qGcuZevQuQk4yaMTpo0hkKR6/7GG63AGubZOpYYoCU9njQWaeo ySAyyWvs5yjGXpgYd5by1w== 0000912057-00-001314.txt : 20000202 0000912057-00-001314.hdr.sgml : 20000202 ACCESSION NUMBER: 0000912057-00-001314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991228 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000114 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-14779 FILM NUMBER: 507592 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 28, 1999 MEDIA 100 INC. (Exact name of Registrant as specified in charter) DELAWARE 0-14779 04-2532613 (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification No.) 290 DONALD LYNCH BOULEVARD, MARLBOROUGH, MA 01752-4748 (Address of Principal Executive Offices) (Zip Code) (508) 460-1600 Registrant's Telephone number including area code ITEM 5. OTHER EVENTS. On December 28, 1999, the Registrant issued a press release announcing its intention to acquire Digital Origin, Inc. Reference is made to the press release which is included as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. Exhibit Number Title 99 Press Release of the Registrant dated December 28, 1999. 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. MEDIA 100 INC. By /s/ Steven Shea Date: January 14, 2000 Steven Shea Vice President of Finance and Treasurer (Chief Financial Officer) EXHIBIT INDEX Exhibit Number Description 99 Press Release of the Registrant dated December 28, 1999. EX-99 2 EXHIBIT 99 For Immediate Release: Contact: Steve Shea, Vice President of Finance Evan Smith,CFA / Jennifer Hendrickson Media 100 Inc. Shandwick International 508.303.4800 212.591.9854/ 212.591.9820 Mary Bobel Chief Financial Officer Digital Origin 650.404.6305 MEDIA 100 INC. AND DIGITAL ORIGIN INC. SIGN DEFINITIVE MERGER AGREEMENT --Company to target Internet desktops with low-cost, consumer-friendly video editing and Internet streaming applications-- MARLBORO, MASS. - DECEMBER 28, 1999 - Media 100 Inc. (NASDAQ: MDEA), the pioneer of streaming media production tools, today announced it has entered into a definitive agreement to acquire Digital Origin Inc. (NASDAQ: DODV) of Mountain View, California. Digital Origin is the leading developer of digital video editing and effects software applications designed to support the new low-cost, high-quality DV (digital video) camcorders, which rapidly are being adopted as the standard for acquiring video for Internet applications. The combined company will target Internet desktops with low-cost applications that allow personal computer users to capture, edit, and stream video on the Internet using a single, integrated, and easy-to-use application. Digital Origin is the developer of the award-winning applications EditDV and IntroDV, which provide Web site designers, DVD authors, multimedia professionals, and consumers the ability to create video programs -- complete with titles, effects and audio -- easily and at low-cost on a standard PC or laptop. The merger will be completed as a pooling of interests for accounting purposes, and a tax-free transaction. Under the agreement, the Company will issue 0.5347 shares of common stock for each share of Digital Origin common stock. The transaction is subject to the approval of the stockholders of Media 100 and Digital Origin and other customary closing conditions. The merger is expected to be complete in 90 to 120 days. In addition, Media 100 and Digital Origin announced they have entered into a non-exclusive, four-year OEM development and license agreement, pursuant to which Media 100 will use the video editing and effects software of Digital Origin in exchange for certain royalty payments. The parties plan to integrate Digital Origin's software with Media 100's Internet streaming media software, Media Cleaner, to deliver consumer-level video editing and streaming tools to millions of Internet desktops. John Molinari, president and chief executive officer of Media 100, said, "The merger with Digital Origin gives the combined company a strategic technology and product portfolio unmatched in the streaming media tools category. In combining Digital Origin's product and technology portfolio with Media 100's, we will be the first company to offer fully integrated Internet video production and streaming tools to all segments of the market. We will address the video creation and streaming needs of a broad range of customers, from consumers and Web site designers to video professionals and high-end Internet broadcasters. Our tools address every aspect of streaming media production from video capture, editing, and effects to Internet streaming and DVD authoring. "The merged company's partnerships with DV camcorder leaders Canon, JVC, and Panasonic, streaming media format suppliers Real Networks, Microsoft, and Apple, and Internet service providers and portals such as Excite@Home and encoding.com position us to create leading-edge streaming media production tools and distribute them broadly to the Internet desktop." Mark Housley, chairman and chief executive officer of Digital Origin, said "The merger positions the new company as the premier supplier of streaming media production tools for the Internet. By combining the streaming media capabilities of Media Cleaner, developed by a Media 100 subsidiary, Terran Interactive, with Digital Origin's editing and effects applications EditDV and IntroDV, we will deliver low-cost software applications to Internet desktops that make it possible for millions of users to create and stream video on the Web without forcing them to buy a new, dedicated PC or Macintosh. We are eliminating the barriers of cost and complexity to accelerate the growth of Internet video. Our goal is to make everyone with a personal computer a potential Internet video broadcaster." Mr. Molinari added, "We plan to operate Digital Origin as a wholly-owned subsidiary headquartered in Mountain View, California. We project results of the acquisition to be accretive within the first year of combined operations. The company will have approximately 100 employees in its Silicon Valley hub, and will have an installed base in excess of 150,000 users." CERTAIN OF THE STATEMENTS IN THIS PRESS RELEASE, INCLUDING THE STATEMENTS RELATING TO MEDIA 100'S EXPECTATIONS REGARDING POTENTIAL EFFICIENCIES ARE FORWARD-LOOKING STATEMENTS SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT THAN EXPECTATIONS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, RISKS ASSOCIATED WITH THE ACQUISITION, TRANSACTION COSTS AND THE RELATED INTEGRATION OF OPERATIONS. INVESTORS ARE ADVISED TO READ EACH COMPANY'S ANNUAL AND QUARTERLY REPORTS ON FORM 10-K AND FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR A FULL DESCRIPTION OF SUCH RISKS AND UNCERTAINTIES. ABOUT DIGITAL ORIGIN Digital Origin was founded in 1986; its products include leading-edge digital video software solutions that are available through worldwide authorized resellers, system integrators, and distributors and directly via the Internet. For more information visit WWW.DIGITALORIGIN.COM. "Digital Origin," "EditDV," "RotoDV," "MotoDV," "IntroDV," and "PhotoDV" are trademarks of Digital Origin, Inc. ABOUT MEDIA 100/TERRAN INTERACTIVE Media 100 Inc. of Marlboro, Mass., USA, (NASDAQ: MDEA) is the pioneer of streaming media production tools for the Internet. Since 1993, its award-winning Media 100(R) and IFINish(TM) digital video systems for Macintosh(R) and Windows NT(R) have redefined the digital video industry by making content creation easier, more productive and more affordable for traditional video customers. With over 24,000 systems installed in more than 50 countries, broadcast and cable television, education, corporate training, animation, CD-ROM, DVD-ROM and streaming media for the Internet. For more information, visit WWW.MEDIA100.COM. Terran Interactive, a wholly owned subsidiary of Media 100, develops and markets Media Cleaner Pro(TM), which is widely recognized as the industry standard application for preparing the highest quality streaming Internet video. Visit WWW.TERRAN.COM for information about Media Cleaner products. -----END PRIVACY-ENHANCED MESSAGE-----