Page 4 of 5 – SEC Filing
| CUSIP No. 05367P100 | 13D | Page 2 of 3 Pages | ||
Item 1. Security and Issuer.
*This Amendment No.3 relates to shares of common stock, $.01 par value per share (the “Common Stock”) of Avid Technology,
Inc., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 75 Network
Drive, Burlington, MA 01803.
Item 2. Identity and Background.
a) This statement on
Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Cove Street Capital,
LLC (CSC).
b) The address of the principal office of CSC is 2101 East El Segundo Boulevard, Suite 302, El Segundo, CA 90245
c) The principal business of CSC is as an Investment Adviser.
d) CSC, nor any of its members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
e) CSC, nor any of its members was, during the last five years, a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1)
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding
any violation with respect to such laws.
f) CSC is a Delaware limited liability company.
Item 3. Source or Amount of Funds or
Other Consideration.
CSC in its capacity as an Investment Adviser will purchase on behalf of its clients. No monies were borrowed for such an acquisition.
The aggregate purchase price of the 6,227,317 Shares beneficially owned by CSC is approximately $34,276,837 including brokerage
commissions.
Item 4. Purpose of Transaction.
On
February 16, 2018, Avid Technology, Inc. (the “Company”) entered into a standstill agreement
(the “Agreement”) with Cove Street Capital, LLC (“Cove Street”), attached as Exhibit 99.1. Under the
Agreement, the Company has agreed, prior to the filing of the Company’s definitive proxy statement for its 2018 annual
meeting of stockholders (the “2018 Annual Meeting”), to (i) increase the size of its board of directors (the
“Board”) from eight to nine directors and (ii) appoint Daniel B. Silvers as a Class III director to serve for a
term expiring at the Company’s 2020 annual meeting of stockholders. Upon his appointment as a director, Mr. Silvers
will be offered the opportunity to become a member of the Strategy Committee of the Board. Upon serving as a director for one
year, Mr. Silvers will be considered for assignment to either the Company’s Compensation Committee or Nominating and
Governance Committee. Under the Agreement, Cove Street has agreed that neither it nor any of its affiliates will pay any
compensation to Mr. Silvers with respect to his service on the Board or any committee thereof.
In addition, Cove Street has
agreed that Mr. Silvers will promptly tender his resignation from the Board (i) upon written notice from the Company that
Cove Street materially breached any of its commitments under the Agreement where Cove Street has not cured such breach within
15 business days after such written notice or (ii) prior to the expiration of the Standstill Period (as defined below), if
Cove Street and its affiliates beneficially own less than five percent of the Company’s outstanding common stock.
Pursuant
to the Agreement, Cove Street is subject to certain standstill restrictions, which prohibit it from, among other things, (i)
engaging in any solicitation of proxies or consents with respect to the election or removal of directors; (ii) forming or
joining a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) with respect to the voting securities of the Company; (iii) making or participating in any tender
offer, exchange offer, merger, consolidation, acquisition, business combination, sale of a division, sale of substantially
all assets, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or
any of its subsidiaries; (iv) seeking, alone or in concert with others, representation on the Board or the removal of any
member of the Board; (v) making any stockholder proposal; or (vi) calling a special meeting of stockholders, in each case,
subject to certain limited exceptions.
These standstill restrictions terminate upon the earliest to occur of (i) the end of
the initial term for which Mr. Silvers is appointed (or such longer period as Mr. Silvers or, in certain circumstances, a
replacement director selected pursuant to the Agreement, continues to serve on the Board), (ii) ten calendar days prior to
the deadline for the submission of shareholder nominations for the Company’s 2019 annual meeting of stockholders (but
only in the event that Mr. Silvers has tendered his resignation on or before such date and such resignation is due to a disagreement
with the Board that has been set forth in writing) and (iii) five business days after such date, if any, that Cove Street
provides written notice to the Company that the Company materially breached any of its commitments under the Agreement where
the Company has not cured such breach within 15 business days after such written notice (such period, the “Standstill
Period”).During the Standstill Period, Cove Street has also agreed to vote its shares in favor of the Company’s
nominees of existing directors for election to the Board and in accordance with any recommendations of the Board on certain
other matters.
The
Agreement will terminate upon the expiration of the Standstill Period.
On
February 22, 2018, the Issuer issued a press release to announce the Agreement, a copy of which is attached as Exhibit 99.2 and
is incorporated by reference herein
Item 5. Interest in Securities of the
Issuer.
The aggregate
percentage of Shares reported owned by each person named herein is based upon 41,186,120 Shares outstanding, which is the
total number of Shares outstanding as of November 6, 2017 as reported in the Issuer’s Form 10-Q filed with
the Securities and Exchange Commission on November 9, 2017.
| Date of Transactions | Buys/Sells | Quantity | Amount | Unit Price |
| 12/28/2017 | Buy | 3,900.00 | 21,987.03 | 5.63 |
| 1/18/2018 | Sell | 3,310.00 | 18,237.67 | 5.51 |
| 2/5/2018 | Buy | 6,500.00 | 31,410.60 | 4.83 |
| 2/6/2018 | Sell | 2,441.00 | 11,911.80 | 4.88 |
| 2/22/2018 | Buy | 71,479.00 | 343,139.02 | 4.80 |
| 2/23/2018 | Buy | 28,336.00 | 138,492.20 | 4.88 |
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Exhibit
99.1 On
February 16, 2018, Avid Technology, Inc. (the “Company”) entered into a standstill agreement
(the “Agreement”) with Cove Street Capital, LLC (“Cove Street”)
Exhibit 99.2 On
February 22, 2018, the Issuer issued a press release to announce the Agreement.
Item 7. Material to Be Filed as Exhibits.
Exhibit
99.1 Standstill Agreement between Cove Street Capital and Avid Technologies, Inc.
Exhibit 99.2 Press
Release issued by Avid Technology, Inc.
