As filed with the Securities and Exchange Commission on August 1, 2000
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)
California 94-3003809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
280 North Bernardo Ave.
Mountain View, California 94043
(650) 526-1600
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices
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INDIVIDUAL OPTIONS GRANTED UNDER
AVID SPORTS, INC. 1999 STOCK OPTION PLAN AND
THE AVID SPORTS, INC. 2000 STOCK OPTION PLAN
(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:
Paul J. Hartnett, Jr., Esq.
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, MA 02111
(617) 856-8200
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of Each Class of Securities to be Amount to be Proposed Proposed Maximum Amount of
Registered Registered Maximum Aggregate Registration
(1) Offering Price Offering Price Fee
Per Share (2)
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<S> <C> <C> <C> <C>
Common Stock, no par value 138,310 $7.6406 $1,056,771.39 $278.99
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<FN>
(1) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable under the Avid Sports, Inc. 2000 Stock Option Plan
and the Avid Sports, Inc. 1999 Stock Option Plan.
(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
July 28, 2000.
</FN>
</TABLE>
<PAGE>
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pinnacle Systems, Inc., which is referred to herein as the
"Registrant," incorporates by reference in this Registration Statement the
following documents and information previously filed with the Securities and
Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999, filed September 27, 1999 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, 1999, filed November 15, 1999 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, 1999, filed February 14, 2000 pursuant to Section 13
of the 1934 Act;
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000, filed May 15, 2000 pursuant to Section 13 of the
1934 Act;
(e) The Registrant's Current Report on Form 8-K filed August 13, 1999,
as amended by the Registrant's Current Report on Form 8-K/A filed October 15,
1999, relating to the Registrant's acquisition of certain assets from
Hewlett-Packard Company;
(f) The Registrant's Current Report on Form 8-K filed April 13, 2000,
relating to its acquisitions of Puffin Designs, Inc., Digital Editing Services,
Inc. and Montage Group, Ltd.;
(g) The Registrant's Current Report on Form 8-K filed July 14, 2000,
relating to the Registrant's acquisition of Avid Sports, Inc.;
(h) The Registrant's Current Report on Form 8-K filed July 27, 2000,
relating to (i) the Registrant's announcement of preliminary sales and earnings
for the fourth quarter of Fiscal 2000, (ii) the Registrant's announcement that
it was denying allegations in a lawsuit, and (iii) the Registrant's announcement
of financial results for the fourth quarter of Fiscal 2000.
(i) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
September 9, 1994; and
(j) The description of the Registrant'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.
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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.
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.
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<PAGE>
On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle Systems, Inc.,
et al., No. 00-CV-2596 was filed in the United States District Court for the
Northern District of California against the Registrant and certain officer and
director defendants. The action is a putative class action and alleges that
defendants violated the federal securities laws by making false and misleading
statements concerning the Registrant's business prospects during an alleged
class period of April 18, 2000 through July 10, 2000. The complaint does not
specify damages. We have publicly announced that we intend to defend the case
vigorously. It is possible that the officer and director defendants named in
this lawsuit may seek indemnification from the Registrant with respect to this
claim.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Documents
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4.1 Avid Sports, Inc. 2000 Stock Option Plan and form of agreement
thereunder.
4.2 Avid Sports, Inc. 1999 Stock Option Plan and form of agreement
thereunder.
5.1 Opinion of Brown, Rudnick, Freed & Gesmer as to legality of
securities being registered.
23.1 Consent of KPMG LLP, independent certified public accountants.
23.2 Consent of Brown, Rudnick, Freed & Gesmer (contained in Exhibit
5.1).
23.3 Consent of Wilson Sonsini Goodrich & Rosati
24.1 Power of Attorney (contained in the signature page to this
Registration Statement).
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
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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 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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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 28th day of July, 2000.
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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<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 and July 28, 2000
-------------------------------- Director (Principal Executive Officer)
(Mark L. Sanders)
/s/ Arthur D. Chadwick Vice President, Finance and July 28, 2000
-------------------------------- Administration and Chief Financial
(Arthur D. Chadwick) Officer (Principal Financial and
Accounting Officer)
/s/ Ajay Chopra Chairman of the Board and Vice July 28, 2000
-------------------------------- President, General Manager, Desktop
(Ajay Chopra) Products
/s/ Glenn E. Penisten Director July 28, 2000
--------------------------------
(Glenn E. Penisten)
/s/ Charles J. Vaughan Director July 28, 2000
--------------------------------
(Charles J. Vaughan)
/s/ John Lewis Director July 28, 2000
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(John Lewis)
/s/ L. Gregory Ballard Director July 28, 2000
--------------------------------
(L. Gregory Ballard)
/s/ L. William Krause Director July 28, 2000
--------------------------------
(L. William Krause)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Documents
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4.1 Avid Sports, Inc. 2000 Stock Option Plan and form of agreement
thereunder.
4.2 Avid Sports, Inc. 1999 Stock Option Plan and form of agreement
thereunder.
5.1 Opinion of Brown, Rudnick Freed & Gesmer as to legality of
securities being registered.
23.1 Consent of KPMG LLP, independent certified public accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
23.3 Consent of Wilson Sonsini Goodrich & Rosati
24.1 Power of Attorney (included in the signature page to this
Registration Statement)
