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): August 2, 1999
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 File Number) (IRS Employer Identification No.)
incorporation or organization)
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 2. Acquisition or Disposition of Assets
On August 2, 1999, Pinnacle Systems, Inc., a California corporation
(the "Company" or "Pinnacle"), completed the purchase ("Purchase") of certain of
the assets and the assumption of certain liabilities of the Video Communications
Division of Hewlett-Packard Company, a Delaware corporation ("HP"). The Purchase
was made pursuant to the terms and conditions of an Asset Purchase Agreement
dated June 30, 1999 (the "Agreement"). Under the terms of the Agreement, the
Company paid approximately $12.6 million in cash and issued 773,172 shares of
its common stock valued at $19.0 million. In addition, the Company assumed
liabilities of approximately $2.0 million. The Company expects to incur
approximately $1.0 million in costs associated with executing the transaction
and integrating the businesses. The Company will account for the acquisition as
a purchase and currently anticipates that approximately $6.5 million of the
purchase price will be charged as in-process research and development and other
non-recurring costs in the quarter ending September 30, 1999. In connection with
the Purchase, Pinnacle hired 55 employees of HP's Video Communications Division.
The purchase price was determined through an arm's-length negotiation between
the parties.
HP's Video Communications Division manufactures MPEG2-based
broadcast-quality video servers. During a six-month transition period, HP will
continue to operate the engineering and manufacturing operations as well as
support and certain sales operations located in Europe and Asia. At the end of
the transition period, the engineering and manufacturing organizations will be
merged into Pinnacle's Mountain View, California facility and the sales and
customer support organizations integrated into Pinnacle's existing networks.
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.
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 June 30, 1999 by and
between Pinnacle Systems, Inc. and Hewlett-Packard
Company.
99.1 Press Release
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the
Acquisition Agreement have been omitted. The Registrant agrees to supplementally
furnish such schedules upon request of the Commission.
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: August 12, 1999 By: /S/ MARK L. SANDERS
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Mark L. Sanders, President and
Chief Executive Officer
Dated: August 12, 1999 By: /S/ ARTHUR D. CHADWICK
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Arthur D. Chadwick, Vice President,
Finance and Administration and
Chief Financial Officer