-----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, UY9RjjrUTkKJXSboLJvxiODrdexKWBAoCvtsM6bkX7kvWh4bWVu3QzOcysttqt6c fmbCKPhI5gAaxzG++se0jw== 0000912057-01-524271.txt : 20010719 0000912057-01-524271.hdr.sgml : 20010719 ACCESSION NUMBER: 0000912057-01-524271 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010718 EFFECTIVENESS DATE: 20010718 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: S-8 SEC ACT: SEC FILE NUMBER: 333-65338 FILM NUMBER: 1683729 BUSINESS ADDRESS: STREET 1: 290 DONALD LYNCH BLVD CITY: MARLBOROUGH STATE: MA ZIP: 01752-4748 BUSINESS PHONE: 5084601600 MAIL ADDRESS: STREET 1: 290 DONALD LYNCH BLVD CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: DATA TRANSLATION INC DATE OF NAME CHANGE: 19920703 S-8 1 a2054440zs-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) 1986 EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) Steven D. Shea Chief Financial Officer 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 500,000 shares $1.53 $765,000 $191.25 issuable under the 1986 Employee Stock Purchase 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 500,000 shares of Common Stock (the "Common Stock") in accordance with the terms of the Company's 1986 Employee Stock Purchase 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 December 28, 2000 (Commission File No. 333-52990), 200,000 shares registered on the Company's Form S-8 filed on May 5, 1998 (Commission File No. 333-52139) and 75,000 shares registered on the Company's Form S-8 filed on June 5, 1986 (Commission File No. 33-6238) (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 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 , as amended through June 17, 1998 (filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 1998 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). 5 Opinion of Lucash, Gesmer & Updegrove, LLP. 10.2 1986 Employee Stock Purchase Plan, as amended through June 12, 2001 (filed as exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2001 of Media 100 Inc. (File No. 0-14779)). 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
E-1 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 , as amended through June 17, 1998 (filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 1998 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). 5 Opinion of Lucash, Gesmer & Updegrove, LLP. 10.2 1986 Employee Stock Purchase Plan, as amended through June 12, 2001. 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). EX-5 2 a2054440zex-5.txt EXHIBIT 5 EXHIBIT 5 July 18, 2001 Media 100 Inc. 290 Donald Lynch Boulevard Marlboro, MA 01752-4748 Ladies and Gentlemen: This opinion is being furnished in connection with a registration statement on Form S-8 and all exhibits thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 500,000 shares of Common Stock, par value $.01 per share (the "Shares"), of Media 100 Inc., a Delaware corporation (the "Company"). The Shares are to be issued pursuant to the Company's 1986 Employee Stock Purchase Plan (the "Plan"). We are counsel to the Company and are familiar with the action taken by the Company in connection with the Plan. For purposes of this opinion, we have examined the Registration Statement, the Plan and such other documents, records, certificates and other instruments as we have deemed necessary. We express no opinion as to the applicability of, compliance with or effect of federal law or the law of any jurisdiction other than the General Corporation Law of the State of Delaware. Based on the foregoing, we are of the opinion that, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable. The foregoing opinion assumes that the per share consideration received by the Company for the Shares will exceed the par value of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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. Very truly yours, LUCASH, GESMER & UPDEGROVE, LLP EX-23.1 3 a2054440zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 9, 2001 (except with respect to the matter discussed in Note 4 (b), as to which the date is January 26, 2001) included in Media 100 Inc.'s Form 10-K for the year ended November 30, 2000 and to all references to our Firm included in this registration statement. Arthur Andersen LLP Boston, Massachusetts July 12, 2001 EX-23.3 4 a2054440zex-23_3.txt EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) of Media 100 Inc., relating to the 1986 Employee Stock Purchase Plan, of our report dated November 3, 1999, with respect to the consolidated financial statements and schedule of Digital Origin, Inc. (not presented separately therein), included in the Media 100 Inc. Annual Report on Form 10K for the year ended November 30, 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California July 12, 2001 -----END PRIVACY-ENHANCED MESSAGE-----