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) June 30, 2000
Pinnacle Systems, Inc.
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(Exact Name Of Registrant As Specified In Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-24784 94-3003809
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(Commission File Number) (I.R.S. Employer Identification No.)
280 North Bernardo Ave., Mountain View, CA. 94043
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(Address of Principal Executive Offices) (Zip Code)
(650) 237-1600
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION
On June 30, 2000, Pinnacle Systems, Inc., a California corporation
("Pinnacle"), completed the acquisition of Avid Sports, Inc. ("A-Sports"), a
privately held company specializing in sports editing and information management
systems. The A-Sports acquisition was made pursuant to the terms and conditions
of a Stock Acquisition and Exchange Agreement, dated as of June 29, 2000 (the
"Acquisition Agreement"). Under the terms of the Acquisition Agreement, Pinnacle
issued 944,213 shares of its common stock (the "Purchase Shares") and assumed
outstanding employee stock options to purchase A-Sports common stock which,
assuming such options vest and are exercised, will convert into approximately
138,158 shares of Pinnacle common stock (the "Options"). Pinnacle will account
for the acquisition as a purchase and anticipates that a portion of the purchase
price will be charged as in-process research and development and other
non-recurring costs in the quarter ended June 30, 2000. The purchase price was
determined through an arm's-length negotiation between the parties.
The terms of the acquisition of A-Sports are more fully described in
the Acquisition Agreement and is an exhibit to this Form 8-K Report. 188,862
Purchase Shares (equaling 20% of the Purchase Shares; the "Escrowed Shares")
were placed in escrow to secure certain indemnification obligations of the
selling stockholders of A-Sports under the Acquisition Agreement. The Escrowed
Shares will be held in escrow until: (i) June 30, 2001, at which time the Escrow
Shares having an aggregate fair market value in excess of $2,300,000, if any,
shall be released from escrow; and (ii) June 30, 2002, when the remaining
Escrowed Shares, if any, shall be released, in each case in accordance with the
Acquisition Agreement and the related escrow agreement.
A number of the employees of A-Sports will be retained by Pinnacle to
operate the business.
The Purchase Shares were issued pursuant to the Rule 506 exemption from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). Pinnacle also agreed to file a registration statement on Form
S-3 to register the Purchase Shares for resale by the selling stockholders of
A-Sports. Pinnacle also agreed to file an S-8 registration statement to register
the Options.
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ITEM 7. EXHIBITS
Item No. Description
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2.1 Stock Acquisition and Exchange Agreement dated as of June 29,
2000 by and among Pinnacle Systems, Inc., Avid Sports, Inc.,
the Stockholders of Avid Sports, Inc. and David Grandin, as
Stockholders' Representative.
99.1 Press Release dated June 30, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 14, 2000 PINNACLE SYSTEMS, INC.
By: /s/ Mark L. Sanders
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Mark L. Sanders, President and Chief
Executive Officer
By: /s/ Arthur D. Chadwick
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Arthur D. Chadwick, Vice President,
Finance and Administration and
Chief Executive Officer
