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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PINNACLE SYSTEMS, INC.
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(Exact name of Registrant as specified in
its charter)
California 94-3003809
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(State of incorporation or (IRS Employer Identification
organization) No.)
280 North Bernardo Avenue
Mountain View, CA 94043
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of Securities to be Registered.
On December 12, 1996, pursuant to a Preferred Shares Rights Agreement
(the "Rights Agreement") between Pinnacle Systems, Inc. (the "Company") and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agent"),the Company's Board of Directors declared a dividend of one right (a
"Right") to purchase one one-thousandth share of the Company's Series A
Participating Preferred Stock ("Series A Preferred") for each outstanding share
of Common Stock, no par value ("Common Shares"), of the Company. The dividend
was payable on December 27, 1996 (the "Record Date") to stockholders of record
as of the close of business on that day. Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series A
Preferred at an exercise price of $65.00 (the "Purchase Price"), subject to
adjustment.
On April 30, 1998, the Company and the Rights Agent entered into
Amendment No. 1 to the Rights Agreement, which altered the definitions of
Affiliate and Associate, respectively, set forth in Section 1(b) of the Rights
Agreement to clarify that the acquisition by or beneficial ownership of any
Person (as defined in the Rights Agreement) of less than 20% of the "Voting
Securities" (as defined in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act) of any "Investment Adviser" (as defined under the Investment
Advisers Act of 1940, as amended (the "Investment Advisers Act")), registered
under the Investment Advisers Act, shall not, solely by virtue of ownership of
such Voting Securities, cause such Person to be deemed to be an "Affiliate" or
"Associate" of such Investment Adviser nor shall such Investment Adviser be
deemed to be an "Affiliate" or "Associate" of such Person.
The following summary of the principal terms of the Rights Agreement is
a general description only and is subject to the detailed terms and conditions
of the Rights Agreement. A copy of the Rights Agreement is attached as Exhibit 1
to this Registration Statement and is incorporated herein by reference;
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Rights Agreement.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent to
shareholders and the Rights will attach to and trade only together with the
Common Shares. Accordingly, Common Share certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Share certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without notation or a
copy of the Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights Certificates
will be issued and the Rights will become exercisable upon the earlier of: (i)10
days (or such later date as may be
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determined by a majority of the Board of Directors, excluding directors
affiliated with the Acquiring Person, as defined below (the "Continuing
Directors")) following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Shares, or (ii) 10 business days (or such later date as may
be determined by a majority of the Continuing Directors) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares.
The earlier of such dates is referred to as the "Distribution Date."
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. The Rights
will expire on the earliest of (i) December 12, 2006 (the "Final Expiration
Date") or (ii) redemption or exchange of the Rights as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth of a share of
the Series A Preferred.
Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person becomes the beneficial owner of 15% or more of the Company's Common
Shares then outstanding, then proper provision will be made so that each holder
of a Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person or any affiliate of the Acquiring
Person, which will thereafter be void) will thereafter have the right to
receive, upon exercise, Common Shares having a value equal to two times the
Purchase Price. In the event that the Company does not have sufficient Common
Shares available for all Rights to be exercised, or the Board decides that such
action is necessary and not contrary to the interests of Rights holders, the
Company may instead substitute cash, assets or other securities for the Common
Shares for which the Rights would have been exercisable.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person becomes the beneficial owner of 15% or more of the
Company's Common Shares then outstanding, (i) the Company is acquired in a
merger or other business combination transaction, or (ii) 50% or more of the
Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), proper provision must be made
so that each holder of a Right which has not thereto fore been exercised (other
than Rights beneficially owned by the Acquiring Person or any affiliate of the
Acquiring Person, which will thereafter be void) will
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thereafter have the right to receive, upon exercise, shares of common stock of
the acquiring company having a value equal to two times the Purchase Price.
Exchange Provision
At any time after the acquisition by an Acquiring Person of beneficial
ownership of 15% or more of the Company's outstanding Common Shares and prior to
the acquisition by any person or entity of beneficial ownership of 50% or more
of the Company's outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by the Acquiring
Person), in whole or in part, at an exchange ratio of one Common Share per
Right.
Redemption
At any time on or prior to the close of business on the earlier of
(i)the 10th day following the acquisition by an Acquiring Person of beneficial
ownership of 15% or more of the Company's Common Shares or such later date as
may be determined by a majority of the Continuing Directors and publicly
announced by the Company, or (ii) the Final Expiration Date of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $0.001
per Right.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number of
Series A Preferred or Common Shares or other securities or property issuable
upon exercise of the Rights are subject to adjustment from time to time in
connection with the dilutive issuances by the Company as set forth in the Rights
Agreement. With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional portion less than integral multiples of one Common Share
or one one thousandth of a share of Series A Preferred will be issued upon
exercise of a Right and in lieu thereof, an adjustment in cash will be made
based on the market price of the security to be so issued on the last trading
date prior to the date of exercise.
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The provisions of the Rights Agreement may be supplemented or amended
by the Board of Directors in any manner prior to the close of business on the
date the Rights separate from the Common Shares and become exercisable. After
such date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, defect or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of
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any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
Rights and Preferences of the Series A Preferred
Series A Preferred purchasable upon exercise of the Rights will not be
redeemable. Each share of Series A Preferred will be entitled to an aggregate
dividend of 1,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Series A Preferred will be entitled to 1,000
times the amount paid per Common Share plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment. Each share of Series A Preferred will have 1,000 votes, voting
together with the Common Shares. These rights are protected by customary
anti-dilution provisions.
Because of the nature of the dividend, liquidation and voting rights of
the shares of Series A Preferred, the value of the one one-thousandth interest
in a share of Series A Preferred purchasable upon exercise of each Right should
approximate the value of one Common Share.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive the Company's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the Company.
The Rights have been declared by the Board in order to deter such tactics,
including a gradual accumulation of shares in the open market of a 15% or
greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving the
many real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights may be redeemed by the Company at $0.001 per Right
within ten days (or such later date as may be determined by a majority of the
Continuing Directors) after the accumulation of 15% or more of the Company's
shares by a single acquiror or group. Accordingly, the Rights should not
interfere with any merger or business combination approved by the Board of
Directors.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights themselves has no dilutive effect, will not affect reported earnings
per share, should not be taxable to the Company or to its shareholders, and will
not change the way in which the Company's shares are presently traded. The
Company's Board of Directors believes that the Rights represent a sound and
reasonable means of addressing the complex issues of corporate policy created by
the current takeover environment.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause
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substantial dilution to a person or group that attempts to acquire the Company
on terms or in a manner not approved by the Company's Board of Directors, except
pursuant to an offer conditioned upon the negation, purchase or redemption of
the Rights.
Item 2. Exhibits.
1.* Preferred Shares Rights Agreement, dated as of December 12, 1996
between Pinnacle Systems, Inc. and ChaseMellon Shareholder
Services, L.L.C., including the form of Certificate of
Determination, the form of Rights Certificate and the Summary of
Rights attached thereto as Exhibits A, B and C, respectively.
2. Amendment No. 1 to Preferred Shares Rights Agreement dated as of
April 30, 1998 by and between Pinnacle Systems, Inc. and
ChaseMellon Shareholder Services, L.L.C.
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* Incorporated by reference to the Registrant's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on December 19,
1996.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PINNACLE SYSTEMS, INC.
Date: May 18, 1998
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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EXHIBIT INDEX
Exhibit
1.* Preferred Shares Rights Agreement, dated as of December 12, 1996
between Pinnacle Systems, Inc. and ChaseMellon Shareholder
Services, L.L.C., including the form of Certificate of
Determination, the form of Rights Certificate and the Summary of
Rights attached thereto as Exhibits A, B and C, respectively.
2. Amendment No. 1 to Preferred Shares Rights Agreement dated as of
April 30, 1998 by and between Pinnacle Systems, Inc. and
ChaseMellon Shareholder Services, L.L.C.
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* Incorporated by reference to the Registrant's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on December 19,
1996.
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of April 30, 1998, to
the Preferred Shares Rights Agreement, dated as of December 12, 1996 (the
"Rights Agreement"), between Pinnacle Systems, Inc., a California corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(the "Rights Agent").
A. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with the provisions of Section 27
thereof.
B. The Board of Directors of the Company has determined that the
amendments to the Rights Agreement set forth below are in the best interests of
the shareholders of the Company.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
1. Section l(c) of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
(c) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of this Agreement; provided,
however that the acquisition by or beneficial ownership of any Person
of less than 20% of the "Voting Securities" (as defined in Rule 12b-2
of the General Rules and Regulations under the Exchange Act) of any
"Investment Adviser" (as defined under the Investment Advisers Act of
1940, as amended (the "Investment Advisers Act")), registered under the
Investment Advisers Act, shall not, solely by virtue of ownership of
such Voting Securities, cause such Person to be deemed to be an
"Affiliate" or "Associate" of such Investment Adviser nor shall such
Investment Adviser be deemed to be an "Affiliate" or "Associate" of
such Person.
2. This Amendment shall be governed by and construed in accordance with
the laws of the State of California and for all purposes shall be governed by
and construed in accordance with all laws of such State applicable to contracts
to be made and performed entirely within such State.
3. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument.
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4. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
5. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
"COMPANY" PINNACLE SYSTEMS, INC.
By: /s/ MARK L. SANDERS
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Mark L. Sanders, President and
Chief Executive Officer
"RIGHTS AGENT" CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/JOSEPH W. THATCHER
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Name: Joseph W. Thatcher
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Title: Assistant Vice President
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