UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 TO [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 0-24784 PINNACLE SYSTEMS, INC. (Exact name of Registrant as specified in its charter) California 94-3003809 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 280 N. Bernardo Ave. 94043 Mountain View, California (Zip Code) (Address of principal executive offices) (650) 237-1600 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ The number of shares of the Registrant's Common Stock outstanding as of October 24, 1997 was 7,592,596. PART II - OTHER INFORMATION Item 2. Changes in Securities. (a) Not applicable. (b) Not applicable. (c) Recent Sales of Unregistered Securities. On September 2, 1997, the Registrant issued 203,565 shares of Common Stock to miro Computer Products AG ("Miro"), a corporation organized under the laws of Germany, pursuant to an Asset Purchase Agreement dated as of August 29, 1997 by and among the Registrant, Pinnacle Systems GmbH, Pinnacle Systems C.V., Pinnacle Systems Ltd., Miro, Miro Computer Products Inc. and Miro Computer Products Ltd. under which the Registrant acquired the assets and certain liabilities of the sellers identified therein, including Miro. The issuance of shares in this transaction was deemed to be exempt from registration under the Securities Act of 1933, as amended, in reliance upon Section 4(2) thereof as a transaction by an issuer not involving a public offering. Appropriate legends were affixed to the share certificate issued in such transaction. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to its Report to be signed on its behalf by the undersigned, thereunto duly authorized. PINNACLE SYSTEMS, INC. Date: November 19, 1997 By: /s/ Mark L. Sanders ----------------------------------- Mark L. Sanders, President, and Chief Executive Officer Date: November 19, 1997 By: /s/ Arthur D. Chadwick ----------------------------------- Arthur D. Chadwick, Vice President, Finance and Administration and Chief Financial Officer -3-