SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AVID TECHNOLOGY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 05367P100 (CUSIP Number) Peter N. Detkin Acting General Counsel and Director of Litigation Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Telephone: (408) 765-8080 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 1. NAME OF REPORTING PERSON Intel Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 94-1672743 PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER 1,552,632 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,552,632 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,552,632 REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 6.75% (11) 14. TYPE OF REPORTING PERSON CO Item 1. Security and Issuer. (a) Name and Address of Principal Executive Offices of Issuer: Avid Technology, Inc. Metropolitan Technology Park One Park West Tewksbury, Massachusetts 01878 (b) Title and Class of Common Stock Equity Securities: Item 2. Identity and Background. (a) Name of Person Filing: Intel Corporation The executive officers and directors of Intel Corporation are set forth on Appendix A hereto. (b) State of Incorporation: Delaware (c) Principal Business: Manufacturer of microcomputer components, modules and systems (d) Address of Principal Business and Principal Office: 2200 Mission College Boulevard Santa Clara, CA 95052-8119 (e) Criminal Proceedings: During the last five years neither the Reporting Person nor any officer or director of the Reporting Person has been convicted in any criminal proceeding. (f) Civil Proceedings: During the last five years neither the Reporting Person nor any officer or director of the Reporting Person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person would have been subject to any judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Funds for the purchase of the securities are derived from the Reporting Person's working capital. $14,750,004 was paid to acquire 1,552,632 shares of Common Stock of the Issuer. Item 4. Purpose of the Transaction. The Reporting Person acquired the Common Stock as an investment and in connection with a Software and Hardware Development, License and Distribution Agreement between the Issuer and the Reporting Person pursuant to which (i) the Issuer and Reporting Person will collaborate to allow the Issuer to modify its products to work or personal computers using Intel architecture microprocessors and to advance the state of video technology on such computers by exchanges of information concerning technology and (ii) certain licenses will be provided relating to resale of certain products. Item 5. Interests in Securities of the Issuer. (a) Number of Shares Beneficially Owned: 1,552,632 shares Percent of Class: 6.75% (based upon 23,003,526 shares of common stock outstanding, determined from representations made by the Issuer to the Reporting Person in connection with the closing under the Purchase Agreement (as defined below) (b) Sole Power to Vote, Direct the Vote of, or 1,552,632 shares Dispose of Shares: Shared Power to Vote, Direct the Vote of, or None Dispose of Shares: (c) Recent Transactions: On March 26, 1997, pursuant to the terms of that certain Common Stock Purchase Agreement dated as of March 22, 1997 (the "Purchase Agreement"), the Reporting Person purchased 1,552,632 newly issued shares of Common Stock of the Issuer at a price per share of $9.50. See the Purchase Agreement filed as an Exhibit hereto, for additional details. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the Investor Rights Agreement between the Reporting Person and the Issuer, the Reporting Person has, under certain circumstances, various rights related to (a) registration of the Common Stock that the Reporting Person owns, pursuant to a registration statement to be maintained effective for the benefit of the Reporting Person (b) participation in future sales and issuances of securities by the Issuer, (c) a representative of the Reporting Person to observe board of director meetings in a nonvoting capacity. The Reporting Person has certain standstill obligations relating to its acquisition of shares of Common Stock of the Issuer and certain restrictions on its voting rights. The Purchase Agreement also contains certain restrictions on transfer of the Common Stock by the Reporting Person. See the Investor Rights Agreement, attached as an Exhibit hereto, for a further description of these provisions. Item 7. Material to Be Filed as Exhibits. Exhibit 1 Avid Technology, Inc. Common Stock Purchase Agreement dated as of March 22, 1997, between Avid Technology, Inc. and Intel Corporation. Exhibit 2 Avid Technology, Inc. Investor Rights Agreement dated as of March 22, 1997, between Avid Technology, Inc. and Intel Corporation. Exhibit 3 Press Release of Avid Technology, Inc. dated March 24, 1997. Exhibit 4 Signature Authority SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of April 4, 1997. INTEL CORPORATION By: /s/Peter N. Detkin Peter N. Detkin Acting General Counsel and Director of Litigation APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director. All Directors are United States citizens. Name: Craig R. Barrett Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Executive Vice President and Chief Operating Occupation: Officer of Intel Corporation Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization on which employment is conducted: Name: Winston H. Chen Business Paramitas Foundation, 3945 Freedom Circle, Address: Suite 760, Santa Clara, CA 95054 Principal Chairman of Paramitas Foundation Occupation: Name, principal Paramitas Foundation, a charitable foundation. business and 3945 Freedom Circle, Suite 760 address of Santa Clara, CA 95054 corporation or other organization on which employment is conducted: Name: Andrew S. Grove Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal President and Chief Executive Officer of Intel Occupation: Corporation Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization on which employment is conducted: Name: D. James Guzy Business 1340 Arbor Road, Menlo Park, CA 94025 Address: Principal Chairman of The Arbor Company Occupation: Name, principal The Arbor Company, a limited partnership business and engaged in the electronics and computer address of industry. corporation or 1340 Arbor Road other Menlo Park, CA 94025 organization on which employment is conducted: Name: Gordon E. Moore Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Chairman of the Board of Intel Corporation Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization on which employment is conducted: Name: Max Palevsky Business 924 Westwood Boulevard, Suite 700, Los Angeles Address: CA 90024 Principal Industrialist Occupation: Name, principal Self-employed. business and address of corporation or other organization on which employment is conducted: Name: Arthur Rock Business One Maritime Plaza, Suite 1220, San Francisco, Address: CA 94111 Principal Venture Capitalist Occupation: Name, principal Arthur Rock and Company, a venture capital business and firm. address of One Maritime Plaza, Suite 1220 corporation or San Francisco, CA 94111 other organization on which employment is conducted: Name: Jane E. Shaw Business c/o Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Founder of The Stable Network, a Occupation: biopharmaceutical consulting company Name, principal c/o Intel Corporation business and 2200 Mission College Boulevard address of Santa Clara, CA 95052 corporation or other organization on which employment is conducted: Name: Leslie L. Vadasz Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Senior Vice President, Director, Corporate Occupation: Business Development, Intel Corporation Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization on which employment is conducted: Name: David B. Yoffie Business Harvard Business School, Soldiers Field Park 1- Address: 411, Boston, MA 92163 Principal Max and Doris Starr Professor of International Occupation: Business Administration Name, principal Harvard Business School, an educational business and institution. address of Harvard Business School corporation or Soldiers Field Park 1-411 other Boston, MA 92163 organization on which employment is conducted: Name: Charles E. Young Business 405 Hilgard Avenue, Los Angeles, CA 90024 Address: Principal Chancellor Occupation: Name, principal University of California at Los Angeles, an business and educational institution. address of 405 Hilgard Avenue corporation or Los Angeles, CA 90024 other organization on which employment is conducted: EXECUTIVE OFFICERS The following is a list of all executive officers of Intel Corporation excluding executive officers who are also directors. Unless otherwise indicated, each officer's business address is 2200 Mission College Boulevard, Santa Clara, CA 95052-8119, which address is Intel Corporation's business address. All executive officers are United States citizens. Name: Frank C. Gill Title: Executive Vice President; General Manager, Internet and Communications Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124- 6497 Name: Paul S. Otellini Title: Executive Vice President; Director, Sales and Marketing Group Name: Gerhard H. Parker Title: Executive Vice President, General Manager, Technology and Manufacturing Group Name: Ronald J. Whittier Title: Senior Vice President; General Manager, Content Group Name: Albert Y. C. Yu Title: Senior Vice President; General Manager, Microprocessor Products Group Name: Michael A. Aymar Title: Vice President; General Manager, Desktop Products Group Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: F. Thomas Dunlap, Jr. Title: Vice President, General Counsel and Secretary Name: Patrick P. Gelsinger Title: Vice President, General Manager, Desktop Products Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124- 6497 Name: John H. F. Miner Title: Vice President, General Manager, Enterprise Server Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124- 6497 Name: Stephen P. Nachtsheim Title: Vice President; General Manager, Mobile/Handheld Products Group Name: Ronald J. Smith Title: Vice President, General Manager, Computing Enhancement Group EXHIBIT INDEX Sequentially Numbered Exhibit No. Document Page Exhibit 1 Avid Technology, Inc. Common Stock Purchase Agreement dated as of March 22, 1997, between Avid Technology, Inc. and Intel Corporation. Exhibit 2 Avid Technology, Inc. Investor Rights Agreement dated as of March 22, 1997, between Avid Technology, Inc. and Intel Corporation. Exhibit 3 Press Release of Avid Technology, Inc. dated March 24, 1997. Exhibit 4 Signature Authority