UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
September 22, 2004
PINNACLE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California | 000-24784 | 94-3003809 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
280 North Bernardo Avenue
Mountain View, California 94043
(Address of principal executive offices, including zip code)
(650) 526-1600
(Registrant’s telephone number, including area code)
Not Applicable
(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):
¨ | 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 1.01. | Entry into a Material Definitive Agreement |
On September 22, 2004, Pinnacle Systems, Inc. (“Pinnacle”) and Ajay Chopra, Pinnacle’s Chief Operations Officer, entered into an Amended and Restated Change of Control Severance Agreement, which amends and restates that Change of Control Severance Agreement between Pinnacle and Mr. Chopra dated January 30, 2003 (the “Agreement”). The Agreement provides that if Mr. Chopra’s employment is involuntarily terminated, he will receive, within 30 days of such termination, a lump sum payment equal to the sum of (i) 12 months of compensation at the rate of compensation in effect immediately prior to such termination and (ii) 100% of his target performance bonus for the fiscal year of termination. In addition, upon such termination, 100% of the outstanding stock options held by Mr. Chopra will vest and become fully exercisable. For 12 months after such termination, Pinnacle will also continue to make available to Mr. Chopra and his dependents any health or life insurance coverage that he participated in on the date of his termination; provided, however, that he constitutes a “qualified beneficiary” as defined in Section 4980B(g)(1) of the Code and he elects continuation coverage pursuant to COBRA within the required time periods.
The Agreement also provides that if Mr. Chopra’s employment is involuntarily terminated within three months prior to or within 12 months after a change of control of Pinnacle, he will receive, within 30 days of such termination, a lump sum payment equal to the sum of (i) 12 months of compensation at the rate of compensation in effect immediately prior to such termination and (ii) 100% of his target performance bonus for the fiscal year of termination. In addition, upon such termination, 100% of the outstanding stock options held by him will vest and become fully exercisable. For 12 months after such termination, Pinnacle will also continue to make available to Mr. Chopra and his dependents any health or life insurance coverage that he participated in on the date of his termination; provided, however, that he constitutes a “qualified beneficiary” as defined in Section 4980B(g)(1) of the Code and he elects continuation coverage pursuant to COBRA within the required time periods.
Item 9.01. | Financial Statements and Exhibits |
(c) | Exhibits. |
Exhibit No. | Description | |
10.67.2 | Amended and Restated Change of Control Severance Agreement dated September 22, 2004 between Pinnacle Systems, Inc. and Ajay Chopra |
SIGNATURES
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.
PINNACLE SYSTEMS, INC.
| ||
By: | /s/ Arthur D. Chadwick | |
Arthur D. Chadwick | ||
Vice President of Finance and Administration | ||
and Chief Financial Officer |
Date: September 28, 2004
EXHIBIT INDEX
Exhibit No. | Description | |
10.67.2 | Amended and Restated Change of Control Severance Agreement dated September 22, 2004 between Pinnacle Systems, Inc. and Ajay Chopra |