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):  April 20, 2005

 

AVID TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

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):

 

ý  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

ý  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  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.

 

(b)           On April 20, 2005, William J. Warner notified Avid Technology, Inc. of his decision not to stand for re-election to Avid’s Board of Directors at Avid’s 2005 annual meeting of stockholders to be scheduled by the Board.  Mr. Warner will continue as a member of the Board until the annual meeting.  Mr. Warner has served as a member of the Board since Avid was founded in 1987.   The full text of the press release issued in connection with Mr. Warner’s decision not to stand for re-election to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 8.01.  Other Events.

 

Disclosure provided under Item 5.02(b) is hereby incorporated by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

99.1         Press Release dated April 26, 2005.

 

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

 

Avid plans to file with the SEC a Registration Statement on Form S-4 in connection with the Agreement and Plan of Merger signed by Avid Technology, Inc. and Pinnacle Systems, Inc. on March 20, 2005, and Avid and Pinnacle plan to file with the SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about Avid, Pinnacle, the transaction and related matters.  Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available.

 

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Avid and Pinnacle through the web site maintained by the SEC at www.sec.gov.

 

In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from Avid by contacting Dean Ridlon, Investor Relations Director for Avid at telephone number 978.640.5309, or from Pinnacle by contacting Deborah B. Demer of Demer IR Counsel, Inc. at telephone number 925.938.2678, extension 224.

 

Avid and Pinnacle, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement.  Information regarding Avid’s directors and executive officers is contained in Avid’s Form 10-K for the year ended December 31, 2004 and its proxy statement dated April 16, 2004,

 

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which are filed with the SEC and available free of charge as indicated above. Information regarding Pinnacle’s directors and executive officers is contained in Pinnacle’s Form 10-K for the year ended June 30, 2004 and its proxy statement dated September 30, 2004, which are filed with the SEC and available free of charge as indicated above. The interests of Avid’s and Pinnacle’s respective directors and executive officers in the solicitations with respect to the transactions in particular will be more specifically set forth in the Registration Statement and the Joint Proxy Statement/Prospectus filed with the SEC, which will be available free of charge as indicated above.

 

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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: April 26, 2005	AVID TECHNOLOGY, INC.
	(Registrant)
		By:	/s/ Paul J. Milbury
			Paul J. Milbury
			Chief Financial Officer
			(Principal Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release entitled “Avid Founder William J. Warner to Retire from Company’s Board of Directors”, issued by the Company on April 26, 2005.

 

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