SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 31, 1997
Pinnacle Systems, Inc.
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(Exact name of registrant as specified in charter)
California 0-24784 94-3003809
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
280 North Bernardo Avenue, Mountain View, California 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 526-1600
Item 2. Acquisition or Disposition of Assets
On August 31, 1997, Pinnacle Systems, Inc., a California corporation (the
"Company" or "Pinnacle"), and certain of its wholly-owned subsidiaries completed
the purchase ("Purchase") of certain of the assets and the assumption of certain
liabilities of Miro Computer Products AG, a corporation formed under the laws of
Germany ("Miro"), and two wholly-owned subsidiaries of Miro, Miro Computer
Products, Inc. and Miro Computer Products Ltd. (collectively, the "Sellers").
The Purchase was made pursuant to the terms and conditions of an Asset Purchase
Agreement dated August 29, 1997 (the "Agreement"). Under the terms of the
Agreement, the Company will initially pay approximately $15.2 million in cash
and issue approximately 203,565 shares of Pinnacle Common Stock valued at $4.8
million. In addition, the Company assumed liabilities of approximately $2.0
million. The Company expects to incur approximately $2.0 million in costs
associated with executing the transaction and integrating the businesses. The
Company will account for the acquisition as a purchase and anticipates that a
significant portion of the purchase price will be charged as in-process research
and development and other non-recurring costs in the quarter ending September
30, 1997. The Agreement also includes an "earnout" in which Miro Computer
Products AG 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. Specifically, the earnout
consideration will equal 50% of sales generated in excess of $37 million during
the earnout period, as long as operating profit exceeds 3% of sales, increasing
to 85% of sales for those sales which exceed $59 million during the earnout
period, as long as operating profit exceeds 3% of sales. The purchase price was
determined through an arm's-length negotiation between the parties. The Company
funded the Purchase with cash and working capital.
The Miro Digital Video Group manufactures digital video editing solutions
for PCI bus-based PC and Power Macintosh personal computers. Miro's European
engineering and manufacturing operations will continue to be managed from
Braunschweig, Germany, as part of Pinnacle, as will the sales and distribution
operations located throughout Europe and Asia. The Sellers' North American sales
and customer support organization, based in Palo Alto, California, will be
merged into Pinnacle's Mountain View, California facility.
Item 7. Financial Statements and Exhibits.
a. Financial Statements of Business Acquired.
The Registrant will file the required financial statements of the
business acquired under the cover of an amendment to this Current
Report on Form 8-K as soon as practicable, but in no event later than
60 days after the date on which this Current Report on Form 8-K was
required to have been filed.
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b. Pro Forma Financial Information.
The Registrant will file the required pro forma financial information
under the cover of an amendment to this Current Report on Form 8-K as
soon as practicable, but in no event later than 60 days after the date
on which this Current Report on Form 8-K was required to have been
filed.
c. Exhibits.
2.1 Asset Purchase Agreement dated August 29, 1997 by and between
Pinnacle Systems, Inc., Pinnacle Systems GmbH, Pinnacle
Systems C.V., Pinnacle systems Ltd., Miro Computer Products
AG, Miro Computer Products, Inc. and Miro Computer Products
Ltd.
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SIGNATURE
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.
Dated: September 12, 1997 By: /S/ ARTHUR D. CHADWICK
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Arthur D. Chadwick,
Vice President,
Finance and Administration
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Asset Purchase Agreement dated August 29, 1997 by and between
Pinnacle Systems, Inc., Pinnacle Systems GmbH, Pinnacle
Systems C.V., Pinnacle systems Ltd., Miro Computer Products
AG, Miro Computer Products, Inc. and Miro Computer Products
Ltd.