-----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, Lw6u/9Mzf0682W0ZBmWtbtv1auZk1gCkfhzawtFUpAU8PcH9w6+RebUFitnyRXOY ouX72vj9P9vpPKtXIeyzxQ== 0000896841-06-000010.txt : 20060308 0000896841-06-000010.hdr.sgml : 20060308 20060308165629 ACCESSION NUMBER: 0000896841-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060306 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 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: 06673682 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 form8k_030806.txt MARCH 8, 2006 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): March 6, 2006 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)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Effective March 6, 2006, the Board of Directors of Avid Technology, Inc. (the "Company") appointed Joel Legon to serve as the Company's Vice President and Corporate Controller, as well as the Principal Accounting Officer. Prior to joining the Company, Mr. Legon, age 55, served in the following positions at Parametric Technology Corporation: from January 2004 to February 2006 as Senior Vice President of Finance and Corporate Controller; from November 1999 to January 2004 as Vice President of Finance and Corporate Controller; and from March 1998 to November 1999 as Corporate Controller. Prior to that, Mr. Legon held finance positions at Computervision Corporation, NEC America, Inc., Chesebrough-Ponds, Inc. and Richardson-Vicks Inc. The following is the additional information required by Item 5.02(c) of Form 8-K with respect to the appointment of Mr. Legon as the Company's principal accounting officer: Employment Arrangements Pursuant to an offer letter dated February 2, 2006 by and between the Company and Mr. Legon, Mr. Legon will receive an annual base salary of $260,000, an option to purchase 6,000 shares of the Company's Common Stock at an exercise price equal to the closing price of the Company's Common Stock on NASDAQ on the date of grant (subject to approval of the Company's Board of Directors) and shares of the Company's restricted Common Stock with a total value of $400,000 (subject to approval of the Company's Board of Directors). Mr. Legon will also be eligible to participate in the Company's bonus plan and other benefit plans. If Mr. Legon's employment is terminated by the Company other than for cause or Mr. Legon terminates his employment for good reason, the Company is required to pay Mr. Legon his base salary and provide him with comparable benefits for the nine months following his termination. The Company must also pay Mr. Legon his target incentive compensation of the year of termination, multiplied by the actual plan pay-out factor and prorated for the number of months that Mr. Legon actually worked for the Company during the year in which Mr. Legon's date of termination occurred. In addition, any stock options or shares of restricted stock that were due to vest within nine months of Mr. Legon's date of termination will vest immediately upon termination. Item 9.01 Financial Statements and Exhibits. Exhibit Description ------- ----------- *99.01 Press Release dated March 8, 2006 - ------------------------------------- * Document filed herewith 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: March 8, 2006 AVID TECHNOLOGY, INC. (Registrant) By: /s/ Carol E. Kazmer ---------------------------------- Carol E. Kazmer Vice President and General Counsel 3 EXHIBIT INDEX Exhibit Description - ------- ----------- *99.01 Press Release dated March 8, 2006 - ------------------------------------- * Document filed herewith 4 EX-99 2 exhibit99-01_030806.txt EXHIBIT 99.01 Contacts: Press: Carter Holland, Avid Technology, Inc., 978-640-3172, carter_holland@avid.com Investors: Dean Ridlon, Avid Technology, Inc., 978-640-5309, dean_ridlon@avid.com For Immediate Release Avid Names Joel Legon Corporate Controller Tewksbury, MA - March 8, 2006 - Avid Technology, Inc. (NASDAQ: AVID) today announced that Joel Legon has been appointed vice president and corporate controller for the company. Legon has responsibility for Avid's accounting, financial reporting, and financial planning processes, and reports to Paul Milbury, vice president and chief financial officer of Avid. Legon fills the role vacated by former Avid corporate controller and chief accounting officer Carol Reid, who retired in 2005. "We're very pleased to welcome Joel to the Avid team," said Milbury. "His extensive background and expertise leading finance teams at large companies will help us build on the sound financial infrastructure we have in place today. Joel's experience will also serve us well as we execute our long-term growth plans in the professional and consumer media creation markets." Legon comes to Avid from Parametric Technology Corporation (PTC) in Needham, Mass., where he was most recently senior vice president of finance and corporate controller. Previously, Legon served as international controller and European finance director for Computervision of Bedford, Mass., and has held finance positions at NEC America, Chesebrough Ponds, and Richardson Vicks. 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) 2006 Avid Technology, Inc. All rights reserved. Product features, specifications, system requirements, and availability are subject to change without notice. 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(R) 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-----