As filed with the Securities and Exchange Commission on ___________
Registration No. ________
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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)
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Copy to:
Peter M. Moldave
Lucash, Gesmer & Updegrove, LLP
40 Broad Street
Boston, Massachusetts 02109
617-350-6800
CALCULATION OF REGISTRATION FEE
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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)
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Common Stock 200,000 shares $1.53 $306,000 $76.50
issuable under the
Key Employee
Incentive Plan
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(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).
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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