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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 23, 1999
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DIGITAL GENERATION SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
California 000-27644 94-3140772
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
875 Battery Street, San Francisco, California 94111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 276-6600
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Same
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(Former name or Former Address, if Changed Since Last Report.)
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ITEM 5. OTHER EVENTS
The information which is set forth in the Registrant's Press Releases dated July
23, 1999 is incorporated by reference.
ITEM 7. EXHIBITS
(c) EXHIBITS:
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
99.1 Text of Press Release dated July 23, 1999. "DG Systems Names
Matthew Devine Chief Executive Officer and Omar Choucair
Chief Financial Officer"
99.2 Text of Press Release dated July 23, 1999. "DG Systems Names
Matthew Devine And Michael Linnert To Board Of Directors"
</TABLE>
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SIGNATURES
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.
DIGITAL GENERATION SYSTEMS, INC.
Date: August 2, 1999 By: /s/ OMAR CHOUCAIR
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Omar Choucair
Chief Financial Officer
(Principal Financial and Chief
Accounting Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Text of Press Release dated July 23, 1999. "DG Systems Names
Matthew Devine Chief Executive Officer and Omar Choucair Chief
Financial Officer"
99.2 Text of Press Release dated July 23, 1999. "DG Systems Names
Matthew Devine And Michael Linnert To Board Of Directors"
</TABLE>
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EXHIBIT 99.1
DG SYSTEMS NAMES MATTHEW DEVINE CHIEF EXECUTIVE OFFICER
AND OMAR CHOUCAIR CHIEF FINANCIAL OFFICER
SAN FRANCISCO, California, July 23, 1999 - DG Systems, Inc. (Nasdaq: DGIT), a
leading provider of digital distribution services to the broadcast industry,
today strengthened its management team by naming Matthew E. Devine, 50, as Chief
Executive Officer, and Omar Choucair, 37, as Chief Financial Officer. Mr. Devine
will assume the CEO responsibilities from Scott K. Ginsburg, who will remain
Chairman of the Board. Paul Emery, who functioned as Chief Financial Officer in
addition to having certain sales responsibilities, will now devote his full
attention to revenue growth as Vice President, Sales.
Mr. Devine's responsibilities will include further developing and executing DG's
corporate strategy, as determined by the Company's Board of Directors, with the
goal of improving operating results. He was most recently the Chief Financial
Officer of Chancellor Media Corporation (now AMFM Inc.), the nation's largest
radio broadcaster. Prior to Chancellor Media's formation in 1997, Mr. Devine
served as the Chief Financial Officer, Executive Vice President, Treasurer and
Secretary of, and a Director for, Evergreen Media Corporation, the predecessor
company to Chancellor Media that he co-founded with Scott Ginsburg in 1988.
During his 11-year tenure in radio broadcasting, Mr. Devine was instrumental in
raising over $5 billion in public and private equity and debt to support first
Evergreen, then Chancellor's rapid expansion from 6 to 108 stations. He also
supervised the merger and acquisition activity related to each entity's growth
and coordinated Evergreen's initial public offering in 1993. From 1975 to 1988,
Mr. Devine held various positions in the finance departments at AMR Corporation,
the parent company of American Airlines, first in AMR's Corporate Treasury
Department, where he oversaw bank relations with over 200 domestic and
international institutions, negotiated and administered short-term borrowings,
generated cash forecasts and maximized corporate cash flows and later as Vice
President/Treasurer for an investment management subsidiary.
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Mr. Choucair will manage DG Systems' financial functions including the treasury,
controller and human resources departments to support the Company's goals for
growth. Mr. Choucair most recently served as Vice President, Finance for
Chancellor Media, a position he also held with Evergreen Media for three years
prior to its merger with Chancellor in 1997. In this capacity he oversaw all
treasury functions, participated in the execution of numerous merger and
acquisition transactions, and worked on the completion of both companies equity
and debt financing. Before entering the broadcast industry in 1995, Mr. Choucair
was a Senior Manager at KPMG Peat Marwick LLP, where he specialized in media and
telecommunications companies.
Scott K. Ginsburg, Chairman of DG Systems, commented, "Having worked closely
with Matt and Omar, I have every confidence in their ability to execute DG
Systems' business plan and develop new avenues of growth, and believe our
shareholders will be well served by these appointments. Both are proven
executives who understand the broadcast industry and each of them bring to their
respective positions a successful track record of focusing on improving
shareholder value."
Mr. Ginsburg added, "DG Systems' management team has done a tremendous job of
positioning the Company as the leading source of digital audio distribution of
advertisements among advertisers, agencies and broadcasters nationwide, and
commencing the process of digital video delivery, as well. DG Systems has grown
to serve over 7,000 radio stations and 600 television stations in the United
States and Canada."
Mr. Devine concluded, "I'm excited to work with Scott again and look forward to
growing DG Systems by enhancing the Company's operating results and creating new
growth opportunities. Scott, myself and two of DG Systems' largest investors,
Pequot Capital Management and Technology Crossover Ventures, all share the same
vision of a larger DG Systems presence in the $50 billion broadcast advertising
industry."
DG Systems operates a nationwide digital network for distributing audio and
video content that links thousands of advertisers and hundreds of advertising
agencies with more than 7,000 radio and 600 television stations across the
United States and Canada. DG Systems can be reached at 415-276-6600 or at
www.dgsystems.com.
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EXHIBIT 99.2
DG SYSTEMS NAMES MATTHEW DEVINE AND MICHAEL LINNERT
TO BOARD OF DIRECTORS
SAN FRANCISCO, California, July 23, 1999 - DG Systems, Inc. (Nasdaq: DGIT), a
leading provider of digital distribution services to the broadcast industry,
today named Matthew E. Devine and Michael Linnert to its Board of Directors.
Kevin R. Compton, Jeffrey M. Drazan, Richard H. Harris and Leonard S. Matthews
have resigned from the board. Messrs. Devine and Linnert will join Scott K.
Ginsburg, Lawrence Lenihan, Jr. and Henry W. Donaldson on DG's five-member
Board.
Mr. Devine was most recently the Chief Financial Officer of Chancellor Media
Corporation (now AMFM Inc.), the nation's largest radio broadcaster. Prior to
Chancellor Media's formation in 1997, Mr. Devine served as the Chief Financial
Officer, Executive Vice President, Treasurer and Secretary of, and a Director
for, Evergreen Media Corporation, a predecessor company to Chancellor Media that
he co-founded with Scott Ginsburg in 1988. During his 11-year tenure in radio
broadcasting, Mr. Devine was instrumental in raising over $5 billion to support
first Evergreen, then Chancellor's rapid expansion from 6 to 108 stations,
supervising the merger and acquisition activity related to each entity's growth,
and coordinating Evergreen's initial public offering in 1993. From 1975 to 1988,
Mr. Devine served in various finance positions with AMR Corporation, the parent
company of American Airlines, first in AMR's Corporate Treasury department and
later as Vice President/Treasurer for an investment management subsidiary.
Michael Linnert, an Associate with Technology Crossover Ventures, a Palo Alto
venture capital firm, specializes in emerging Internet and communications
companies. Prior to joining the firm in 1997, Mr. Linnert spent three years in
the investment banking division at Goldman, Sachs & Co. where he worked in both
the financial institutions group in New York and the technology group in San
Francisco. Before embarking on his investment career, he was a manufacturing
engineer at General Motors. Mr. Linnert received a Bachelor of Science in
Electrical Engineering with Highest Honors from the University of Notre Dame and
an MBA from the Stanford Graduate School of Business. He is currently a board
member at Career Central, HomeGain.com and petopia.com.
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Scott K. Ginsburg, Chairman of DG Systems, commented, "The shareholders are
indebted to the outgoing directors for their years of dedicated service to DG
Systems' Board." Mr. Ginsburg continued, "The reconstitution of the board and
the appointments of Matt Devine and Mike Linnert will supply the leadership,
media industry background, business experience and vision necessary to guide DG
Systems in its next phase of growth. We welcome them to the board and look
forward to the benefit of their counsel and experience."
DG Systems operates a nationwide digital network for distributing audio and
video content that links thousands of advertisers and hundreds of advertising
agencies with more than 7,000 radio and 600 television stations across the
United States and Canada. DG Systems can be reached at 415-276-6600 or at
www.dgsystems.com.
This release contains forward-looking statements relating to the company,
including the expansion of its digital distribution networks, and the demand
among certain clients for digital audio and video delivery services. These
forward-looking statements involve risks and uncertainties, which could cause
actual results to differ materially from those projected. These and other risks
relating to DG Systems' business are set forth in the company's Form 10-K filed
with the Securities and Exchange Commission on March 31, 1999.
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