Introduction

Data Translation, Inc., f/k/a Data Translation II, Inc., (the "Company") was incorporated in September 1996 as a wholly-owned subsidiary of Media 100 Inc., f/k/a Data Translation, Inc., ("Parent"). On November 29, 1996, Parent contributed to the Company substantially all of the assets and liabilities of Parent's data acquisition and imaging, commercial products and networking distribution groups (the "Contributed Businesses"). In November 1996, Parent sold a substantial portion of the assets of the networking distribution business and during 1998 the Company discontinued the remainder of such business. The Company continues to operate the data acquisition and...