S-8 1 a2054441zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on ___________ Registration No. ________ ------------------------------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIA 100 INC. (Exact name of registrant as specified in its charter) Delaware 04-2532613 (State or other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 290 Donald Lynch Boulevard Marlborough, Massachusetts 01752-4748 (Address, including zip code, of registrant's principal executive offices) KEY EMPLOYEE INCENTIVE PLAN (Full title of the Plan) Steven D. Shea Controller Media 100 Inc. 290 Donald Lynch Boulevard Marlboro, Massachusetts 01752-4748 (508) 460-1600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------- Copy to: Peter M. Moldave Lucash, Gesmer & Updegrove, LLP 40 Broad Street Boston, Massachusetts 02109 617-350-6800 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered unit (1) price (2) registration fee (3) ----------------------------------------------------------------------------------------------------------------- Common Stock 200,000 shares $1.53 $306,000 $76.50 issuable under the Key Employee Incentive Plan -----------------------------------------------------------------------------------------------------------------
(1) Represents the fair market value of the Common Stock on July 13, 2001, based on the average of the high and low sale price reported by the NASDAQ National Market for such date. (2) Calculated pursuant to Rule 457(h). (3) .025% of the maximum aggregate offering price. INTRODUCTION This Registration Statement on Form S-8 is filed by Media 100 Inc., a Delaware corporation (the "Company" or the "Registrant"), relating to 200,000 shares of Common Stock (the "Common Stock") in accordance with the terms of the Company's Key Employee Incentive Plan (the "Plan"), to be registered hereby, which obligations are in addition to the 200,000 shares registered on the Company's Form S-8 filed on May 8, 1998 (Commission File No. 333-52139), 1,000,000 shares registered on the Company's Form S-8 filed on March 28, 1997 (Commission File No. 333-24139) and the 520,000 shares registered on the Company's Form S-8 filed on August 10, 1992 (Commission File No. 33-50692) (collectively, the "Prior Registration Statements"). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock and except as otherwise set forth in this Registration Statement, are incorporated by reference herein. ITEM 8. EXHIBITS 4.1 Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended November 30, 1996 of Media 100 Inc. (File No. 0-14779)). 4.2 By-laws of the Registrant (filed as Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year ended November 30, 1997 of Media 100 Inc. (File No. 0-14779)). 4.3 Specimen of the form of certificate representing ownership of shares of the Registrant's Common Stock, par value $.01 per share (filed as Exhibit 4.3 to Registration Statement No. 333-24139). 10.3 Key Employee Incentive Plan (1992), as amended through June 12, 2001, (filed as exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter end May 31, 2001 of Media 100 Inc. (File No. 0-14779)). 5 Opinion of Lucash, Gesmer & Updegrove, LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Lucash, Gesmer & Updegrove, LLP (contained in the opinion filed as Exhibit 5 to this Registration Statement). 23.3 Consent of Ernst & Young LLP. 24 Power of Attorney (included in the signature page of this Registration Statement). II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that is 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Marlboro, Massachusetts, this 18th day of July 2001. MEDIA 100 INC. By: /s/ John A. Molinari -------------------- Name: John A. Molinari Title: President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and constitutes John A. Molinari and Steven D. Shea, each of them singly, his true and lawful attorneys with full power to them, and each of them singly, to sign for him and in his name in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, and he hereby ratifies and confirms his signature as it may be signed by said attorneys, or any of them, to any and all such amendments.
Signature Title Date /s/ JOHN A. MOLINARI President and Chief Executive July 18, 2001 ------------------------- Officer and Director John A. Molinari (Principal Executive Officer) /s/ STEVEN D. SHEA Chief Financial Officer and Chief July 18, 2001 ------------------------- Accounting Officer Steven D. Shea (Principal Financial Officer and Principal Accounting Officer) /s/ MAURICE L. CASTONGUAY Director July 18, 2001 ------------------------- Maurice L. Castonguay /s/ CARL ROSENDAHL Director July 18, 2001 ------------------------- Carl Rosendahl /s/ PAUL J. SEVERINO Director July 18, 2001 ------------------------- Paul J. Severino
INDEX TO EXHIBITS Exhibit No. Description 4.1 Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended November 30, 1996 of Media 100 Inc. (File No. 0-14779)). 4.2 By-laws of the Registrant (filed as Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year ended November 30, 1997 of Media 100 Inc. (File No. 0-14779)). 4.3 Specimen of the form of certificate representing ownership of shares of the Registrant's Common Stock, par value $.01 per share (filed as Exhibit 4.3 to Registration Statement No. 333-24139). 10.3 Key Employee Incentive Plan (1992), as amended through June 12, 2001, (filed as exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter end May 31, 2001 of Media 100 Inc. (File No. 0-14779)). 5 Opinion of Lucash, Gesmer & Updegrove, LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Lucash, Gesmer & Updegrove, LLP (contained in the opinion filed as Exhibit 5 to this Registration Statement). 23.3 Consent of Ernst & Young LLP. 24 Power of Attorney (included in the signature page of this Registration Statement). E-1