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): July 24, 2015

AVID TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
1-36254
 
04-2977748
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

75 Network Drive, Burlington, Massachusetts  01803
(Address of Principal Executive Offices)   (Zip Code)

(978) 640-6789
(Registrant’s Telephone Number, Including Area Code)

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:

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Election of Director

On July 29, 2015, the Company’s Board of Directors elected Paula E. Boggs as a Class II Director to serve in accordance with the Company’s Amended and Restated By-Laws until the 2016 Annual Meeting of Stockholders and thereafter until her successor is duly elected and qualified. Ms. Boggs was also appointed as a member of the Company’s Audit Committee. Ms. Boggs election was not due to any arrangement or understanding between her and any other person.

Transaction Bonuses

On June 23, 2015, the Company successfully closed its acquisition of Orad Hi-Tec Systems Ltd. (the “Acquisition”). In connection with the Acquisition, on June 15, 2015, the Company also completed the issuance of $125.0 million aggregate principal amount of its 2.00% Convertible Senior Notes due 2020 (the “Offering”).

In recognition of the successful completion of the Acquisition and the Offering, and the significant additional efforts that have been made by certain officers and employees to effectively and timely complete both, on July 24, 2015, the Company’s Compensation Committee approved certain one-time cash bonus payments to the Company’s employees, including payments to the Company’s Named Executive Officers as set forth below:

Named Executive Officer
Title
Cash Bonus Payment Authorized
Louis Hernandez, Jr.
Chairman, President and Chief Executive Officer
$125,000
John W. Frederick
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
$75,000
Jason A. Duva
Vice President, General Counsel and Corporate Secretary
$25,000

Item 7.01 Regulation FD Disclosure

The information included in the press release attached hereto as Exhibit 99.1 is incorporated by reference into this Item 7.01.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the Form 8-K and the press release attached as Exhibit 99.1 hereto, the Form 8-K and press release contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

Item 9.01.  Financial Statements and Exhibits.
 
The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

(d)                   Exhibits
Exhibit
Number
Description
99.1*
Press Release dated July 30, 2015.
 
 
 
 
 
 
*Document furnished herewith





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.



 
AVID TECHNOLOGY, INC.
 
(Registrant)
 
 
 
 
Date: July 30, 2015
By: /s/ John W. Frederick
Name:  John W. Frederick
Title:    Executive Vice President, Chief Financial Officer and Chief Administrative Officer








Exhibit 99.1

Avid Appoints Paula Boggs to its Board of Directors

Burlington, MA, July 30, 2015 - Avid® (Nasdaq: AVID), a leading provider of digital media technologies for media organizations and independent professionals, announced today the appointment of Paula E. Boggs to its board of directors. Boggs’ many years of corporate leadership experience, combined with her background as a musician experienced with Avid products, will provide a unique perspective as the company continues to deliver on Avid EverywhereTM.
Boggs has held a variety of professional and community leadership roles for over 25 years. A former member of the executive team at Starbucks Coffee Company, she led the global law department of Starbucks for ten years. Before joining Starbucks, Boggs was vice president of legal for products, operations and information technology, and senior deputy general counsel at Dell Computer Corporation. She was previously a partner with the law firm of Preston Gates & Ellis.

Since 2013, Boggs has been a member of the President's Committee for the Arts and the Humanities, and was previously a member of the White House Council for Community Solutions. She is a voting member of the National Academy of Recording Arts and Sciences, and a songwriter and lead vocalist for the Paula Boggs Band. She has also served as an officer in the U.S. Army.

“Avid welcomes Paula as our newest board member and appreciates her willingness to serve,” said Avid Chairman, President, and CEO Louis Hernandez, Jr. “Paula’s extensive corporate leadership experience, combined with her artistic and musical background, will give the company a unique perspective and help guide us during our ongoing transformation as we continue to deliver on Avid Everywhere.”


About Avid
Through Avid Everywhere™, Avid delivers the industry's most open, innovative and comprehensive media platform connecting content creation with collaboration, asset protection, distribution and consumption. Media organizations and creative professionals use Avid solutions to create the most listened to, most watched and most loved media in the world-from the most prestigious and award-winning feature films, to the most popular television shows, news programs and televised sporting events, as well as a majority of today’s most celebrated music recordings and live concerts. Industry leading solutions include Pro Tools®, Media Composer®, ISIS®, Interplay®, ProSet and RealSet, Maestro, PlayMaker, and Sibelius®. For more information about Avid solutions and services, visit www.avid.com, connect with Avid on FacebookInstagramTwitterYouTubeLinkedIn, or subscribe to Avid Blogs.

© 2015 Avid Technology, Inc. All rights reserved. Avid, the Avid logo, Media Composer, Pro Tools, Interplay, ISIS, and Sibelius are trademarks or registered trademarks of Avid Technology, Inc. or its subsidiaries in the United States and/or other countries. The Interplay name is used with the permission of the Interplay Entertainment Corp. which bears no responsibility for Avid products. All other trademarks are the property of their respective owners.

Media Contact
 
Investor Contact
Sara Griggs
 
Jonathan Huang
Avid
 
Avid
310.821.0801
 
978.640.5126
sara.griggs@avid.com
 
jonathan.huang@avid.com




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