SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended June 30, 1996 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 number: 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 Number)
incorporation or organization)
870 Maude Avenue, Sunnyvale, CA 94086
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (408) 720-9669
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- - ------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
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
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the closing sale price of the Common Stock on
August 30, 1996 as reported on the Nasdaq National Market System, was
approximately $62,798,790. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of August 30, 1996, registrant had outstanding 7,478,191 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant has incorporated by reference into Part III of this Form
10-K portions of its Proxy Statement for Registrant's Annual Meeting of
Shareholders to be held October 24, 1996. Portions of the Registrant's Annual
Report to Shareholders for the fiscal year ended June 30, 1996 are incorporated
by reference into Parts II and IV of this Form 10-K.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their ages as of August 31,
1996 are as follows:
Name Age Position
---- --- --------
Mark L. Sanders............ 53 President, Chief Executive Officer and
Director
Ajay Chopra................ 39 Chairman of the Board and Chief Technology
Officer
Arthur D. Chadwick......... 39 Vice President, Finance and Administration
and Chief Financial Officer
Brian R. Conner............ 50 Vice President, Sales, Europe, Africa &
Middle East
Tavy A. Hughes............. 41 Vice President, Manufacturing
William Loesch............. 42 Vice President, New Business Development
Amir Majidimehr............ 36 Vice President, Engineering
Kevin B. McDonald.......... 38 Vice President, Marketing and Domestic Sales
Walter E. Werdmuller....... 49 Vice President, Sales
Mr. Sanders has served as President, Chief Executive Officer and a
director of the Company since January 1990. From 1988 to 1990, Mr. Sanders was
an independent business consultant. Prior to that time, Mr. Sanders served in a
variety of management positions, most recently as Vice President and General
Manager of the Recording Systems Division, of Ampex Incorporated, a manufacturer
of video broadcast equipment.
Mr. Chopra, a founder of the Company, has served as Chairman of the
Board of Directors since January 1990, and has served as a director of the
Company since its inception in May 1986. Mr. Chopra has served as Chief
Technology Officer since June 1996, Vice President of Engineering from January
1990 to June 1996, and President and Chief Executive Officer of the Company from
its inception to January 1990. From 1983 to 1986, Mr. Chopra served as
Engineering Supervisor for Mindset Corporation, a computer graphics
manufacturer.
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<PAGE>
Mr. Chadwick has served as Vice President, Finance and Administration
and Chief Financial Officer of the Company since January 1989. From 1979 to
January 1989, Mr. Chadwick served in a variety of financial and management
positions, most recently as plant manager of Philippines operations, at Gould
Semiconductor, a semiconductor company.
Mr. Conner has served as Vice President, Sales of the Company and
General Manager of Pinnacle Systems Ltd., the Company's sales subsidiary
covering Europe, Africa and the Middle East, since February 1995. From January
1993 to February 1995, Mr. Conner was a founder and served as President of BCA
Inc., an independent European sales representative company. From January 1991 to
January 1993, Mr. Conner served as General Manager of European, African and
Middle East Sales of Videomedia, Inc., a manufacturer of video editing systems.
Prior to that, Mr. Conner was Managing Director of Videomedia Europe Ltd., a
European sales representative.
Ms. Hughes has served as Vice President, Manufacturing of the Company
since January 1995, Director of Manufacturing from April 1994 to January 1995
and a Manager from September 1993 until April 1994. From July 1991 to September
1993, Ms. Hughes served as an independent business consultant. From 1985 to June
1991, Ms. Hughes served as Manufacturing Manager of Alta Group, Inc., a
manufacturer of digital video post-production equipment.
Mr. Loesch has served as Vice President, New Business Development since
joining the Company in May 1994. From July 1993 to May 1994, Mr. Loesch served
as an independent business consultant. From June 1990 to November 1992, Mr.
Loesch co-founded and served as President of SHOgraphics Inc., a 3D graphics
systems company, and from November 1992 until July 1993 served as its Executive
Vice President and Chief Technical Officer. From 1989 to June 1990, Mr. Loesch
was an independent business consultant. Prior to that time, Mr. Loesch
co-founded and served as Chief Executive Officer and President of IKOS Systems,
Inc., a computer aided engineering company.
Mr. Majidimehr has served as Vice President, Engineering since June
1996, and Vice President, Product Engineering since joining the Company in
November 1995 until June 1996. From April 1994 to November 1995, Mr. Majidimehr
served as Vice President of Engineering of Abekas Video Systems, a manufacturer
of video editing systems. From September 1989 to April 1994, Mr. Majidimehr
served as an Engineering Director at Sony Microsystems.
Mr. McDonald has served as Vice President, Marketing and Domestic Sales
of the Company since June 1996, and Vice President, Marketing from March 1995 to
June 1996. From 1986 to February 1995, Mr. McDonald served in a variety of
marketing positions, most recently as Brand Manager for the Macintosh Performa,
at Apple Computer, Inc., a computer company. Mr. McDonald has announced his
intentions to resign from the Company effective in September 1996.
Mr. Werdmuller has served as Vice President, Sales of the Company since
January 1990. Mr Werdmuller also served as the Company's Director of Sales from
June 1989 to December 1989 and as International Sales and Marketing Manager from
March 1987 to May 1989. Mr. Werdmuller has announced his intentions to resign
from the Company effective in September 1996.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
PINNACLE SYSTEMS, INC.
By: /s/ MARK L. SANDERS
-------------------------------------
Mark L. Sanders
President, Chief Executive Officer and
Director
Date: September 19, 1996
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
<CAPTION>
Signature Title Date
- - ----------------------------------- ----------------------------------------------------- -------------------------
<S> <C> <C>
/s/ MARK L. SANDERS President, Chief Executive Officer and Director September 19, 1996
- - ----------------------------------- (Principal Executive Officer)
Mark L. Sanders
/s/ ARTHUR D. CHADWICK Vice President, Financial and Administration and September 19, 1996
- - ----------------------------------- Chief Financial Officer (Principal Financial and
Arthur D. Chadwick Accounting Officer)
/s/ AJAY CHOPRA Chairman of the Board and Chief Technology Officer September 19, 1996
- - -----------------------------------
Ajay Chopra
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<PAGE>
JOHN LEWIS* Director September 19, 1996
- - -----------------------------------
John Lewis
CHARLES J. VAUGHAN* Director September 19, 1996
- - -----------------------------------
Charles J. Vaughan
NYAL D. McMULLIN* Director September 19, 1996
- - -----------------------------------
Nyal D. McMullin
GLENN E. PENISTEN* Director September 19, 1996
- - -----------------------------------
Glenn E. Penisten
* By /s/ ARTHUR D. CHADWICK
-------------------------------
Arthur D. Chadwick
Attorney-In-Fact
</TABLE>
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