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): March 11, 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
incorporation or organization) Identification No.)
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)
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Item 2. Acquisition or Disposition of Assets
On March 11, 1999, Walsh Merger Corporation ("Merger Sub"), a wholly-owned
subsidiary of Bernardo Merger Corporation ("Bernardo"), in turn a wholly-owned
subsidiary of Pinnacle Systems, Inc. ("Pinnacle"), merged (the "Merger") with
and into Truevision, Inc. ("Truevision"), with Truevision being the surviving
corporation in the Merger. At a special meeting of stockholders held on the
morning of March 11, 1999, the stockholders of Truevision approved the Merger.
As a result of the Merger, Truevision has become a wholly-owned subsidiary of
Bernardo and an indirect subsidiary of Pinnacle. Truevision designs, develops,
manufactures, and markets professional-quality digital video products for
Windows- and Macintosh-compatible computers and operating systems.
The Merger occurred pursuant to the terms of an Agreement and Plan of
Reorganization dated as of December 16, 1998 (the "Merger Agreement") by and
among Pinnacle, Truevision, Bernardo and Merger Sub. Pursuant to the Merger
Agreement, each share of Common Stock of Truevision ("Truevision Common Stock")
outstanding immediately prior to the Effective Time (as defined in the Merger
Agreement) was converted into the right to receive 0.0313 (the "Exchange Ratio")
shares of Pinnacle's Common Stock. In addition, all options to purchase
Truevision Common Stock outstanding immediately prior to the Effective Time were
assumed by Pinnacle and converted into an option to acquire 3.13% as many shares
of Pinnacle Common Stock, at an exercise price per share equal to the exercise
price per share of the Truevision Common Stock under such Truevision option
immediately prior to the merger divided by the Exchange Ratio. Additionally, all
outstanding warrants to purchase Truevision Common Stock were assumed by
Pinnacle and converted into a warrant to acquire 3.13% of as many shares of
Pinnacle Common Stock, at an exercise price per share equal to the exercise
price per share of the Truevision Common Stock under such warrant immediately
prior to the merger divided by the exchange ratio
In connection with the Merger, Pinnacle issued or reserved an aggregate
of approximately 506,000 shares of Common Stock, including shares issued upon
conversion of the above-described warrants and the shares issuable upon exercise
of outstanding options. The Common Stock of Pinnacle issued in the Merger was
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement on Form S-4 (File No. 333-71959) which the
Securities and Exchange Commission (the "Commission") declared effective on
February 10, 1999. The Common Stock of Pinnacle issuable upon exercise of
options to purchase Truevision Common Stock was registered under the Securities
Act pursuant to a Registration Statement on Form S-8 which will be filed with
the Commission in March 1999.
The Merger constitutes a taxable transaction for federal income tax
purposes and will be accounted for as a "purchase" by Pinnacle.
The Merger is more fully described in Pinnacle's Registration Statement
on Form S-4 (File No. 333-71959) (the "Registration Statement"). The Merger
Agreement was included as Appendix A to the Proxy Statement/Prospectus (the
"Proxy Statement/Prospectus") contained in the Registration Statement and is
incorporated herein by reference as Exhibit 2.1.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
(i) The audited consolidated balance sheets of Truevision,
Inc. as of June 27, 1998 and June 28, 1997, the audited consolidated statements
of operations, of changes in stockholders' equity and cash flows of Truevision,
Inc. for the years ended June 27, 1998, June 28, 1997 and June 29, 1996, the
notes related thereto, and the Report of Independent Accountants thereon are set
forth at pages F-2 through F-19 of the Proxy Statement/Prospectus included in
the Registration Statement. Such financial statements, notes and reports set
forth at such pages are incorporated herein by reference.
(ii) The unaudited consolidated balance sheet of Truevision,
Inc. as of December 26, 1998, the unaudited consolidated statements of
operations, of changes in stockholders' equity and cash flows of Truevision,
Inc. for the six months then ended and the notes related thereto are set forth
at pages F-21 through F-25 of the Proxy Statement/Prospectus included in the
Registration Statement. Such financial statements and notes set forth at such
pages are incorporated herein by reference.
(b) Pro Forma Financial Information.
The following unaudited pro forma combined condensed financial
statements of Pinnacle and related notes to unaudited pr forma combined
condensed financial statements are incorporated herein by reference from the
section captioned "Unaudited Pro Forma Financial Information and Notes thereto"
on pages 72 through 77 of the Proxy Statement/Prospectus included in the
Registration Statement:
(i) Unaudited pro forma combined condensed balance sheet as of
December 31, 1998.
(ii) Unaudited pro forma combined condensed statements of
operations for the six months ended December 31, 1998.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated
December 16, 1998, by and among Pinnacle Systems,
Inc.; Truevision, Inc, Bernardo Merger
Corporation and Walsh Merger Corporation
(incorporated by reference to Appendix A to the
Proxy Statement/Prospectus included in the
Registrant's Registration Statement on Form S-4
(File No. 333-71959).
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23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Press release of Pinnacle Systems, Inc., dated
March 11, 1999.
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.
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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: March 24, 1999 By: /S/ Mark L. Sanders
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Mark L. Sanders, President and
Chief Executive Officer
Dated: March 24, 1999 By: /S/ Arthur D. Chadwick
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Arthur D. Chadwick, Vice President,
Finance and Administration and
Chief Financial Officer
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Form 8-K of
Pinnacle Systems, Inc., dated March 26, 1999, of our report dated August 13,
1998 relating to the consolidated financial statements of Truevision, Inc. for
the years ended June 27, 1998, June 28, 1997 and June 29, 1996, which appears at
page F-2 of the Proxy Statement/Prospectus included in the Pinnacle Systems,
Inc. Registration Statement on Form S-4 (File No. 333-71959).
PricewaterhouseCoopers LLP
San Jose, California
March 26, 1999
EXHIBIT 99.1
PRESS RELEASE OF PINNACLE SYSTEMS, INC. DATED MARCH 11, 1999
For Immediate Release
Pinnacle Systems, Inc. Completes Acquisition of Truevision, Inc.
MOUNTAIN VIEW, Calif., 3/12/99--Pinnacle Systems, Inc. (NASDAQ: PCLE - news),
today announced that the acquisition of Truevision, Inc. (NASDAQ: TRUV - news)
has been consummated.
Under the terms of the merger, first announced on December 16, 1998, Truevision
stockholders will receive 0.0313 of a share of Pinnacle Systems common stock for
each share of Truevision common stock. Based on the shares of Truevision common
stock outstanding, Pinnacle Systems expects to issue a total of approximately
413,000 shares of Pinnacle common stock in connection with the acquisition of
Truevision.
"We are very excited about merging these two companies," said Mark Sanders,
president and chief executive officer of Pinnacle Systems. "We believe this
transaction will strengthen Pinnacle's position as the leading supplier of
digital video capture and editing products. Truevision's product lines
complement Pinnacle's well, and together we will serve a far wider array of
customers and applications in the digital video editing market. Importantly,
Truevision enjoys strategic relationships with a number of key industry
partners, which is also complementary. In addition, we believe there are
potential efficiencies to be gained, particularly in the areas of distribution
and manufacturing."
"Most important, Truevision has invested heavily in its next generation
architecture for video editing, particularly in new custom chip technology that
is scaleable for high definition television (HDTV) applications. We believe that
combining this technology with parallel chip developments underway at Pinnacle
will afford Pinnacle competitive advantages in next-generation capture card and
video editing platforms," Sanders continued.
About Pinnacle Systems: Pinnacle Systems' broadcast, desktop, and consumer
products provide video professionals and consumers the sophisticated tools
needed to create dazzling video programs faster and more affordably than ever
before. Pinnacle Systems may be reached at (650) 526-1600 or on the World Wide
Web at www.pinnaclesys.com.
All trademarks and registered trademarks are the property of their respective
owners and are used for identification or reference purposes only, with no
intent to infringe on copyrights.
Certain of the statements in this press release, including the statements
relating to Pinnacle's expectations about the synergies related to the merger
are forward-looking statements that are subject to risks and uncertainties that
could cause results to be materially different than expectations. Such risks and
uncertainties include, but are not limited to, risks associated with Acquisition
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transactions and the related integration of operations. Investors are advised to
read each Company's annual and quarterly reports on Forms 10-K and 10-Q filed
with the Securities and Exchange Commission for a fuller discussion of such
risks and uncertainties.
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All trademarks and registered trademarks are the property of their respective
owners and are used for identification or reference purposes only, with no
intent to infringe on copyrights.
All original content is copyright (C)1998-1999, Pinnacle Systems.
