SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted by
[X] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PINNACLE SYSTEMS, INC.
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(Name of Registrant as Specified in its Charter)
PINNACLE SYSTEMS, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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[ ] Fee paid previously with preliminary materials.
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PINNACLE SYSTEMS, INC.
280 NORTH BERNARDO AVENUE
MOUNTAIN VIEW, CA 94043
May 6, 1999
A Message to Our Shareholders,
If you were a holder of Pinnacle Systems, Inc. common stock as of the close of
business on March 31, 1999, you should have received a Notice of Special Meeting
and a Proxy Statement relating to the approval of (1) an amendment to Pinnacle's
Articles of Incorporation to increase the authorized shares of Common Stock to
30,000,000 (the "Amendment") and (2) an amendment to Pinnacle's Bylaws to
increase the number of directors to a maximum of nine.
Subsequent to the mailing of the Proxy Statement, the Board of Directors of
Pinnacle approved a 2-for-1 stock split. Shareholders of record on May 14, 1999
will be entitled to one additional share of common stock for each share of
Pinnacle common stock held on that date. The payment date will be June 4, 1999.
Under California law, this stock split does not require shareholder approval
since it increases the number of shares outstanding and authorized
proportionately.
If the shareholders approve the Amendment at the Special Meeting, the authorized
number of shares will increase from 15,000,000 to 30,000,000 shares. Then, as a
result of the stock split, the Board of Directors, as authorized under
California law, will be entitled to increase the authorized number of shares
proportionately. As a result of the stock split, the number of shares of
Pinnacle common stock outstanding will increase from approximately 11,152,000
shares to approximately 22,304,000 shares. In addition, as a result of the stock
split, the number of shares reserved for issuance under Pinnacle's employee
stock plans and for issuance upon exercise of outstanding warrants and options
will double to approximately 6,814,000.
As a result, if the Amendment is not approved by the shareholders, Pinnacle will
have a very small amount of authorized shares -- approximately 880,000 --
available in the future. As described in the Proxy Statement, there are many
important corporation activities that may require additional authorized shares,
such as raising equity capital, adopting additional employee stock plans or
reserving additional shares for issuance under its existing employee stock
plans, and making acquisitions through the use of stock. The Board of Directors
believes that, notwithstanding the stock split, approval of the Amendment is
very important to ensure that the Company will have a sufficient number of
shares available should it decide to use its shares for one or more of these
activities in the future.
Therefore, we urge you to approve the Amendment to increase the authorized
number of shares of common stock. If you have not yet voted your shares for the
Amendment, we encourage you to do so on the proxy card that was enclosed with
the Proxy Statement. Proxy cards that are not returned are automatically
recorded as a vote against the proposals being presented at the Special Meeting.
Therefore, if you support the amendment, you need to vote "YES" and return the
form at your earliest convenience. If your stock is held in a brokerage account,
you should telephone your broker and request that the proxy information be
forwarded to you immediately.
If you have already mailed in a proxy card, you may revoke it at any time before
its use at the Special Meeting by delivering to the Secretary of Pinnacle a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the special meeting and voting in person.
Arthur D. Chadwick,
Vice President, Finance and Administration,
Chief Financial Officer and Secretary
