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): March 29, 2000
PINNACLE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
California 0-24784 94-3003809
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
280 North Bernardo Ave., Mountain View, California 94043
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(Address of principal executive offices of Registrant, including zip code)
(650) 237-1600
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(Registrant's telephone number, including area code)
Item 5. Acquisition or Disposition of Assets
On March 29, 2000, Pinnacle Systems, Inc., a California corporation
("Pinnacle"), completed the acquisition of Puffin Designs, Inc. ("Puffin"), a
privately held provider of content creation solutions made by and for
professionals working in broadcast, film and video content creation markets. The
Puffin acquisition was made pursuant to the terms and conditions of an Agreement
and Plan of Reorganization dated March 24, 2000 (the "Puffin Agreement") and was
effected by the merger of a wholly-owned subsidiary of Pinnacle with and into
Puffin Designs, Inc., with Puffin being the surviving corporation and becoming a
wholly-owned subsidiary of Pinnacle. Under the terms of the Puffin Agreement,
Pinnacle issued 360,352 shares of its common stock and assumed outstanding
options and an outstanding warrant to purchase shares of Puffin Common Stock
valued in aggregate at approximately $13.0 million. In addition, Pinnacle
assumed liabilities of approximately $2.0 million. Pinnacle will account for the
acquisition as a purchase and anticipates that a portion of the purchase price
will be charged as in-process research and development and other non-recurring
costs in the quarter ending March 31, 2000. The purchase price was determined
through an arm's-length negotiation between the parties.
Also, on March 30, 2000, Pinnacle completed the acquisition of Digital
Editing Services, Inc. ("DES"), a privately held provider of real-time video
analysis and database solutions. The DES acquisition was made pursuant to the
terms and conditions of an Agreement and Plan of Merger dated March 29, 2000
(the "DES Agreement") and was effected by the merger of DES with and into a
wholly-owned subsidiary of Pinnacle with DES being the surviving corporation and
becoming a wholly-owned subsidiary of Pinnacle. Under the terms of the DES
Agreement, Pinnacle issued 287,752 shares of its common stock valued at $7.0
million and paid cash of $300,000. In addition, Pinnacle assumed liabilities of
approximately $1.0 million. The DES Agreement also includes an "earnout" in
which the stockholders of DES will receive addition consideration if the
acquired operating group achieves certain sales and profit levels during the
earnout period, which is the first twelve full months following the acquisition.
Pinnacle will account for the acquisition as a purchase and anticipates that a
portion of the purchase price will be charged as in-process research and
development and other non-recurring costs in the quarter ending March 31, 2000.
The purchase price was determined through an arm's-length negotiation between
the parties.
On April 6, 2000, Pinnacle completed the acquisition of Montage Group,
Ltd. ("Montage"), a privately held provider of networked non-linear editing. The
Montage acquisition was made pursuant to the terms and conditions of a Stock
Acquisition Agreement and dated April 6, 2000 (the "Montage Agreement") under
which Pinnacle acquired all of the outstanding capital stock of Montage. Under
the terms of the Montage Agreement, Pinnacle issued 125,224 shares of its common
stock valued at $3.7 million. In addition, Pinnacle assumed liabilities of
approximately $2.0 million. The Montage Agreement also includes an "earnout" in
which the stockholders of Montage will receive addition consideration if the
acquired operating group achieves certain sales and profit levels during the
earnout period, which is the first two years following the acquisition. Pinnacle
will account for the acquisition as a purchase and anticipates that a portion of
the purchase price will be charged as in-process research and development and
other non-recurring costs in the
quarter ending June 30, 2000. The purchase price was determined through an
arm's-length negotiation between the parties.
Item 7. Financial Statements and Exhibits.
c. Exhibits.
99.1 Press Release dated March 29, 2000
99.2 Press Release dated April 7, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PINNACLE SYSTEMS, INC.
Dated: April 12, 2000 By: /S/ Mark L. Sanders
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Mark L. Sanders, President and Chief
Executive Officer
Dated: April 12, 2000 By: /S/ Arthur D. Chadwick
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Arthur D. Chadwick, Vice President,
Finance and Administration and Chief
Financial Officer