As filed with the Securities and Exchange Commission on March 26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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PINNACLE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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California 94-3003809
- ------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
280 North Bernardo Avenue
Mountain View, California 94043
(Address, including zip code, of Registrant's principal executive offices)
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INDIVIDUAL OPTIONS GRANTED UNDER
THE TRUEVISION, INC. 1998 INCENTIVE STOCK PLAN, AS AMENDED,
THE TRUEVISION 1997 EQUITY INCENTIVE PLAN,
THE TRUEVISION, INC. 1991 DIRECTOR OPTION PLAN AND
COMPENSATORY WARRANT TO PURCHASE SHARES OF TRUEVISION, INC.
COMMON STOCK
(Full title of the plan)
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MARK L. SANDERS
President and Chief Executive Officer
PINNACLE SYSTEMS, INC.
280 North Bernardo Avenue
Mountain View, California 94043
(650) 526-1600
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
CHRIS F. FENNELL, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(650) 493-9300
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of Each Class of Proposed Proposed
Securities to be Registered(1) Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value and related 77,000 $35.125(2) $2,704,625.00 $752
Preferred Share Purchase Rights.......
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<FN>
(1) The securities to be registered are shares of Common Stock, no par value, of the registrant issuable under the specified
employee benefit plans and agreements thereunder and a warrant to purchase Common Stock, which have been assumed by the
Registrant.
(2) Calculated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based upon the
average of the high and low prices for the Common Stock as reported on the Nasdaq National Market on March 24, 1999.
</FN>
</TABLE>
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<PAGE>
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (Pinnacle Systems, Inc. is referred
to herein as the "Registrant"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, filed September 11, 1998 pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1998, filed November 13, 1998 pursuant to
Section 13 of the 1934 Act;
(c) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1998, filed February 3, 1999 pursuant to
Section 13 of the 1934 Act;
(d) The Registrant's Proxy Statement dated September 16, 1998
relating to the Company's 1998 Annual Meeting of Shareholders;
(e) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A as filed with the
Commission on September 9, 1994;
(f) The description of the Company's Preferred Share Purchase
Rights contained in its Registration Statement on Form 8-A as filed with the
Commission on December 19, 1996, as amended May 19, 1998; and
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers.
II-1
<PAGE>
As permitted by Section 204(a) of the California General
Corporation Law, the Registrant's Articles of Incorporation eliminate a
director's personal liability for monetary damages to the Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty, except for liability arising under Sections 310 and 316 of the California
General Corporation Law or liability for (i) acts or omissions that involve
intentional misconduct or knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of good faith on the
part of the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its shareholders in circumstances
in which the director was aware, or should have been aware, in the ordinary
course of performing a director's duties, of a risk of serious injury to the
Registrant or its shareholders and (v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its shareholders. This provision does not eliminate
the directors' duty of care, and in appropriate circumstances equitable remedies
such as an injunction or other forms of non-monetary relief would remain
available under California law.
Sections 204(a) and 317 of the California General Corporation
Law authorize a corporation to indemnify its directors, officers, employees and
other agents in terms sufficiently broad to permit indemnification (including
reimbursement for expenses) under certain circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant's Articles of Incorporation and Bylaws contain provisions covering
indemnification of corporate directors, officers and other agents against
certain liabilities and expenses incurred as a result of proceedings involving
such persons in their capacities as directors, officers, employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended. The Registrant has entered into Indemnification Agreements
with its directors and executive officers.
At present, there is no pending litigation or proceeding
involving a director, officer, employee or other agent of the Registrant in
which indemnification is being sought, nor is the Registrant aware of any
threatened litigation that may result in a claim for indemnification by any
director, officer, employee or other agent of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8 Exhibits
Exhibit
Number Documents
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4.1 Truevision, Inc. 1997 Equity Incentive Plan(1)
II-2
<PAGE>
4.2 Truevision, Inc. 1988 Incentive Stock Plan, as amended (2)
4.3 Truevision, Inc. Amended and Restated 1991 Director Option Plan(2)
4.4 Compensatory warrant to purchase shares of Truevision, Inc. Common
Stock(3)
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (see page II-5)
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(1) Incorporated by reference to the Truevision, Inc. Registration Statement on
Form S-8 (File No. 333-50631) filed on April 21, 1998.
(2) Incorporated by reference to the Truevision, Inc. Registration Statement on
Form S-8 (File No. 333-36453) filed on September 26, 1997.
(3) Incorporated by reference to the Truevision, Inc. Registration Statement on
Form S-8 (File No. 333-36455) filed on September 26, 1997.
Item 9 Undertakings
(a) Rule 415 offering The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filing incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
II-3
<PAGE>
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Request for acceleration of effective date or filing of
registration statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Pinnacle Systems, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State of
California, on this 26th day of March, 1999.
PINNACLE SYSTEMS, INC.
By: /S/ MARK L. SANDERS
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Mark L. Sanders
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Mark L.
Sanders and Arthur D. Chadwick his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
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<PAGE>
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ MARK L. SANDERS President, Chief Executive Officer March 26, 1999
- --------------------------------------------- and Director (Principal Executive
(Mark L. Sanders) Officer)
/S/ ARTHUR D. CHADWICK Vice President, Finance and March 26, 1999
- --------------------------------------------- Administration and Chief Financial
(Arthur D. Chadwick) Officer (Principal Financial and
Accounting Officer)
/S/ AJAY CHOPRA Chairman of the Board and Vice March 26, 1999
- --------------------------------------------- President, Desktop Products
(Ajay Chopra)
/S/ NYAL D. MCMULLIN Director March 26, 1999
- ---------------------------------------------
(Nyal D. McMullin)
/S/ GLENN E. PENISTEN Director March 26, 1999
- ---------------------------------------------
(Glenn E. Penisten)
/S/ CHARLES J. VAUGHAN Director March 26, 1999
- ---------------------------------------------
(Charles J. Vaughan)
Director
- ---------------------------------------------
(John Lewis)
/S/ L. GREGORY BALLARD Director March 26, 1999
- ---------------------------------------------
(L. Gregory Ballard)
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
Pinnacle Systems, Inc.
March 26, 1999
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Documents
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4.1 Truevision, Inc. 1997 Equity Incentive Plan(1)
4.2 Truevision, Inc. 1988 Incentive Stock Plan, as amended (2)
4.3 Truevision, Inc. Amended and Restated 1991 Director Option Plan(2)
4.4 Compensatory warrants to purchase shares of Truevision, Inc. Common
Stock(3)
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (see page II-5)
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(1) Incorporated by reference to the Truevision, Inc. Registration Statement on
Form S-8 (File No. 333-50631) filed on April 21, 1998.
(2) Incorporated by reference to the Truevision, Inc. Registration Statement on
Form S-8 (File No. 333-36453) filed on September 26, 1997.
(3) Incorporated by reference to the Truevision, Inc. Registration Statement on
Form S-8 (File No. 333-36455) filed on September 26, 1997.
Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
March 26, 1999
Pinnacle Systems, Inc.
280 North Bernardo Avenue
Mountain View, California 94043
Re: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about March 26, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 77,000 shares of your
Common Stock, no par value, (the "Shares") to be issued pursuant to the
Truevision, Inc. 1997 Equity Incentive Plan, the Truevision, Inc. 1988 Incentive
Stock Plan, as amended, the Truevision, Inc. 1991 Director Option Plan and a
compensatory warrant to purchase shares of Truevision, Inc. Common Stock
(collectively, the "Plans"). As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors and Shareholders
Pinnacle Systems, Inc.:
We consent to the incorporation by reference of our reports dated July 21, 1998
relating to the consolidated balance sheets of Pinnacle Systems, Inc. and
subsidiaries as of June 30, 1998 and 1997, and the related consolidated
statement of operations, shareholders' equity, comprehensive income, and cash
flows for each of the years in the three-year period ended June 30, 1998, and
the related financial statement schedule, which reports appear or are
incorporated by reference in the June 30, 1998, annual report on Form 10-K of
Pinnacle Systems, Inc.
KPMG LLP
Palo Alto, California
March 22, 1999
