-----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, BPevRdiigc70N7aRgkgXDJX35PHxYFcaWa/1bcCpEzabGXHbc3IXCcGhKxvuuGcl vht/nJwEHxGrL1jd8wSEhg== 0000896841-05-000043.txt : 20051114 0000896841-05-000043.hdr.sgml : 20051111 20051114161131 ACCESSION NUMBER: 0000896841-05-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVID TECHNOLOGY INC CENTRAL INDEX KEY: 0000896841 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 042977748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21174 FILM NUMBER: 051201657 BUSINESS ADDRESS: STREET 1: METROPOLITAN TECHNOLOGY PARK STREET 2: ONE PARK WEST CITY: TEWKSBURY STATE: MA ZIP: 01876 BUSINESS PHONE: 9786406789 MAIL ADDRESS: STREET 1: METROPOLITAN TECHNOLOGY PARK STREET 2: ONE PARK WEST CITY: TEWKSBURY STATE: MA ZIP: 01876 8-K 1 form8k111105.txt FORM8K111105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 10, 2005 AVID TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 0-21174 04-2977748 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.) Avid Technology Park, One Park West, Tewksbury, MA 01876 (Address of Principal Executive Offices) (zip code) Registrant's telephone number, including area code: (978) 640-6789 ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): // Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) // Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) // Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) // Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 2.02. Results of Operations and Financial Condition On November 10, 2005, we (1) issued a press release to report that we would not timely file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and (2) filed a Form 12b-25 - Notification of Late Filing with the Securities and Exchange Commission. The November 10, 2005 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On November 14, 2005, we issued a press release to report that we had filed our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and that the Form 10-Q contained financial results that were unchanged from the results we announced in our earnings press release on October 27, 2005. The November 14, 2005 press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (d) Exhibits The following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press Release issued by Avid Technology, Inc. dated November 10, 2005. 99.2 Press Release issued by Avid Technology, Inc. dated November 14, 2005. 2 SIGNATURE 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. Date: November 14, 2005 AVID TECHNOLOGY, INC. By: /s/ Carol E. Kazmer ---------------------------------- Carol E. Kazmer Vice President and General Counsel 3 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press Release issued by Avid Technology, Inc. dated November 10, 2005. 99.2 Press Release issued by Avid Technology, Inc. dated November 14, 2005. 4 EX-99.1 2 exhibit99-1.txt EXHIBIT 99.1 Avid Announces Delay in Filing Form 10-Q for Third Quarter of 2005 Tewksbury, MA - November 10, 2005 - Avid Technology, Inc. (NASDAQ: AVID) today announced that it is delaying the filing of its financial results on Form 10-Q for the three-month period ended September 30, 2005 to allow the company additional time to determine the appropriate revenue recognition for a portion of the revenue attributable to its new consumer video division, which was recently acquired in a merger with Pinnacle Systems, Inc. This revenue substantially relates to partial shipments to European resellers of available consumer video products to fulfill orders placed during the third quarter. Revenue reported by the company in its third quarter earnings release included the value of these consumer products actually shipped to the resellers. The company is evaluating whether revenue recognized on partial shipments must be deferred until the orders are completely delivered. As the company gathers data to support its previously released third quarter revenue, it expects that revenue determined to be not recordable in the third quarter, if any, will be fully recognized in the fourth quarter of 2005. Avid will be filing a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission later today in connection with the delay in filing its Quarterly Report on Form 10-Q. The above release includes forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, about Avid's future performance. Words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "will" and other similar expressions help identify forward-looking statements. There are a number of factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements including, Avid's ability to complete the assessment of the appropriate revenue recognition for the revenue attributable to its new consumer video division described above on a timely basis, the results of such assessment, Avid's ability to recognize the revenue during the fourth quarter of 2005, any amendments to previous filings required as a result of that assessment, and the other factors set forth under the caption "Certain Factors That May Affect Future Results" in Avid's Form 10-Q for the quarter ended June 30, 2005, and other filings with the SEC. In addition, the forward-looking statements contained herein represent Avid's estimate only as of today and should not be relied upon as representing Avid's estimate as of any subsequent date. While Avid may elect to update these forward-looking statements at some point in the future, Avid specifically disclaims any obligation to do so, even if the estimate changes. About Avid Technology, Inc. Avid Technology, Inc. is the world leader in digital nonlinear media creation, management, and distribution solutions, enabling film, video, audio, animation, games, and broadcast professionals to work more efficiently, productively, and creatively. For more information about the company's Oscar(R), Grammy(R), and Emmy(R) award-winning products and services, please visit: www.avid.com. (c)2005 Avid Technology, Inc. All rights reserved. Avid, Digidesign, Film Composer, M-Audio, Mbox, Pinnacle Studio and Pro Tools are either registered trademarks or trademarks of Avid Technology, Inc. or its subsidiaries in the United States and/or other countries. Avid received an Oscar statuette representing the 1998 Scientific and Technical Award for the concept, design, and engineering of the Avid Film Composer(R) system for motion picture editing. Digidesign, Avid's audio division, received an Oscar statuette representing the 2003 Scientific and Technical Award for the design, development, and implementation of its Pro Tools(R) digital audio workstation. Oscar is a trademark and service mark of the Academy of Motion Picture Arts and Sciences. Emmy is a registered trademark of ATAS/NATAS. Grammy is a trademark of the National Academy of Recording Arts and Sciences, Inc. All other trademarks contained herein are the property of their respective owners. EX-99.2 3 exhibit99-2.txt EXHIBIT 99.2 Avid Files Third Quarter Form 10-Q; Reaffirms Previously-Announced Quarterly Financial Results Tewksbury, MA - November 14, 2005 - Avid Technology, Inc. (NASDAQ: AVID) today filed its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2005. The company delayed the Form 10-Q filing to allow additional time to determine the appropriate revenue recognition for a portion of the revenue attributable to its new consumer video division, which was recently acquired in a merger with Pinnacle Systems, Inc. After completing its review, the company has concluded that the accounting treatment applied to this revenue was appropriate and has reaffirmed the financial results announced in its earnings press release on October 27, 2005. About Avid Technology, Inc. Avid Technology, Inc. is the world leader in digital nonlinear media creation, management, and distribution solutions, enabling film, video, audio, animation, games, and broadcast professionals to work more efficiently, productively, and creatively. For more information about the company's Oscar(R), Grammy(R), and Emmy(R) award-winning products and services, please visit: www.avid.com. (C) 2005 Avid Technology, Inc. All rights reserved. Avid, Digidesign, Film Composer and Pro Tools are either registered trademarks or trademarks of Avid Technology, Inc. or its subsidiaries in the United States and/or other countries. Avid received an Oscar statuette representing the 1998 Scientific and Technical Award for the concept, design, and engineering of the Avid Film Composer(R) system for motion picture editing. Digidesign, Avid's audio division, received an Oscar statuette representing the 2003 Scientific and Technical Award for the design, development, and implementation of its Pro Tools(R) digital audio workstation. Oscar is a trademark and service mark of the Academy of Motion Picture Arts and Sciences. Emmy is a registered trademark of ATAS/NATAS. Grammy is a trademark of the National Academy of Recording Arts and Sciences, Inc. All other trademarks contained herein are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----