UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 1, 2004 MEDIA 100 INC. -------------- (Exact name of Registrant as specified in charter) DELAWARE 0-14779 04-2532613 -------- ------- ---------- (State or other (Commission File (I.R.S. Employer jurisdiction) Number) Identification No.) 450 DONALD LYNCH BOULEVARD, MARLBOROUGH, MA 01752-4748 ------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (508) 460-1600 ------------- Registrant's Telephone number including area code ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On March 1, 2004, Media 100 Inc. issued a press release announcing it has signed a non-binding term sheet to sell the Company to Optibase Ltd. The full text of that press release is attached as Exhibit 99.1 hereto. SIGNATURES 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. MEDIA 100 INC. By: /s/ Steven D. Shea -------------------- Date: March 1, 2004 Steven D. Shea Chief Financial Officer and Treasurer (Chief Financial Officer) EXHIBIT INDEX Exhibit Number Title - -------------- ----- 99.1 Press release issued by Media 100 Inc. on March 1, 2004, furnished in accordance with Item 12 of this Current Report on Form 8-K.