-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V9X2kJpEsD3b2XS+ziqEFySHqv2116mv+zVwEeUtTst77UrfM8RG/JH1FatS97hR SzUXUSTCdjADxazvN8JSmA== /in/edgar/work/20000727/0000950005-00-000818/0000950005-00-000818.txt : 20000921 0000950005-00-000818.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950005-00-000818 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000711 ITEM INFORMATION: FILED AS OF DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE SYSTEMS INC CENTRAL INDEX KEY: 0000774695 STANDARD INDUSTRIAL CLASSIFICATION: [3861 ] IRS NUMBER: 943003809 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24784 FILM NUMBER: 680302 BUSINESS ADDRESS: STREET 1: 280 N BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6502371600 MAIL ADDRESS: STREET 1: 280 N BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 8-K 1 0001.txt FORM 8-K 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) July 11, 2000 Pinnacle Systems, Inc. - -------------------------------------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) California - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-24784 94-3003809 - -------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 280 North Bernardo Ave., Mountain View, CA. 94043 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (650) 237-1600 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. Other On July 11, 2000, Pinnacle Systems, Inc. ("Pinnacle Systems") announced preliminary sales and earnings for the fourth quarter of fiscal 2000. On July 20, 2000, Pinnacle Systems announced that it was aware of a press release announcing the filing of a securities class action lawsuit against Pinnacle Systems and certain of its officers and that the Company intended to defend this action. On July 25, 2000, Pinnacle Systems announced financial results for the fourth quarter of fiscal 2000, which ended June 30, 2000. ITEM 7. EXHIBITS Item No. Description - -------- ----------- 99.1 Press Release dated July 11, 2000 -- Pinnacle Systems Announces Preliminary Sales and Earnings for the Fourth Quarter of Fiscal 2000. 99.2 Press Release dated July 20, 2000 -- Pinnacle Systems Inc., Denies Allegations in Lawsuit 99.3 Press Release dated July 25, 2000 -- Pinnacle Systems Reports Financial Results for the Fourth Quarter of Fiscal 2000. 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 26, 2000 PINNACLE SYSTEMS, INC. By: /s/ Mark L. Sanders ---------------------- Mark L. Sanders, President and Chief Executive Officer By: /s/ Arthur D. Chadwick ---------------------- Arthur D. Chadwick, Vice President, Finance and Administration and Chief Executive Officer EX-99.1 2 0002.txt ANNOUNCEMENT EXHIBIT 99.1 MOUNTAIN VIEW, Calif., July 11/PRNewswire/ -- Pinnacle Systems, Inc. (Nasdaq: PCLE), a leader in digital video solutions, today announced that financial results for the fourth quarter of fiscal 2000, which ended June 30, 2000, will be lower than the current analyst consensus estimates. Net sales for the fourth quarter of fiscal 2000 are currently expected to be approximately $62 million, and net income is expected to be between $.06 and $.08 per share(*), excluding acquisition-related and one-time charges. The company will announce its financial results for the fourth quarter and fiscal 2000 on July 25, 2000. According to Pinnacle Systems' President and Chief Executive Officer, Mark Sanders, "Net sales in fiscal 2000 are expected to increase nearly 50% over fiscal 1999, and sales during the fourth quarter of fiscal 2000 are expected to increase more than 30% over the same quarter last year. Nonetheless, this was below our expectations for the quarter, impacting our profitability. The fourth quarter was particularly back-end loaded and a significant amount of business closed in the last week on terms less favorable than expected. The resulting sales shortfall and compressed margins became apparent after the end of the quarter. However wee believe the fundamentals of our business continue to be sound, and the markets we serve offer exceptional growth prospects for the future, especially as broadband networks and full-quality video over the Internet become widely available." This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's expected results for the fourth quarter and fiscal 2000. The forward-looking statements are based upon current information and expectations regarding Pinnacle Systems and its subsidiaries. These estimates and statements are made as of today, do not guarantee future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these forward-looking statements. June 30, 2000 was the end of fiscal 2000 and the Company's external auditors have not yet completed the year-end audit. Final financial results for the fourth quarter and fiscal 2000 could differ materially from the estimates in this press release. (*)Assumes an 18% income tax rate on net income, excluding acquisitions related and one-time charges. However, there can be no assurance that the final tax rate will be 18% since the Company may make year-end tax entries that would affect this tax rate. About Pinnacle Systems, Inc Pinnacle Systems' broadcast, desktop and consumer products provide video professionals and consumers cutting-edge digital video tools to create, store, distribute and view web enabled digital video easier and more affordably than ever before. Pinnacle Systems may be reached at 650-526-1600 or the World Wide Web at http://www.pinnaclesys.com. All trademarks and registered trademarks are the property of their owners and are used for identification or reference purposes only, with no intent to infringe on copyrights. SOURCE: Pinnacle Systems, Inc. WebSite: http://www.pinnaclesys.com -------------------------- EX-99.2 3 0003.txt PRESS RELEASE DATED JULY 20, 2000 EXHIBIT 99.2 Pinnacle Systems Inc., Denies Allegations in Lawsuit MOUNTAIN VIEW, Calif., July 20 /PRNewswire/ Pinnacle Systems, Inc. (Nasdaq: PCLE), a leader in digital video broadcast and production solutions, announced today that it is aware of a press release announcing the filing of a securities class action lawsuit against the Company and certain of its officers. The action was filed in the U.S. District Court for the Northern District of California, alleging that the company violated the federal securities laws. The Company intends to defend this action vigorously. About Pinnacle Systems, Inc. Pinnacle Systems' broadcast, desktop, and consumer products provide video professionals and consumers with cutting-edge digital video tools to create, store, distribute and view Web enabled digital video easily 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. NOTE: All trademarks and registered trademarks are the property of their owners and are used for identification or reference purposes only, with no intent to infringe on copyrights. All original content is copyright /CONTACT: Paulien Ruijssenaars, 650-237-1648, or paulien@pinnaclesys.com, or Sales, 888-484-3366, or Investor Relations, ir@pinnaclesys.com, all of Pinnacle Systems/ EX-99.3 4 0004.txt PRESS RELEASE DATED JULY 25, 2000 EXHIBIT 99.3 Pinnacle Systems Reports Financial Results for the Fourth Quarter Of Fiscal 2000 MOUNTAIN VIEW, Calif, July 25/PRNewswire/ -- Pinnacle Systems, Inc.(Nasdaq:PCLE) today announced financial results for the fourth quarter of fiscal 2000, which ended June 30, 2000. Net sales for the fourth quarter of fiscal 2000 were $63,712,000 compared to $47,506,000 in the same quarter last fiscal year. Net income, including acquisition-related charges*, for the fourth quarter of fiscal 2000 was a loss of $2,261,000, or $.05 per diluted share. Net income, excluding acquisition-related charges*, for the fourth quarter of fiscal 2000 was $3,439,000, or $.06 per diluted share. Net sales for fiscal 2000 were a record $237,967,000 compared to $159,098,000 in fiscal 1999. Net income, including acquisition-related charges*, for the fourth quarter of fiscal 2000 was $7,587,000, or $.14 per diluted share. Net income, excluding acquisition-related and one time charges*, for fiscal 2000 was $27,013,000, or $.50 per diluted share. Pinnacle Systems also announced that its Board of Directors has authorized a stock repurchase program pursuant to which the Company may purchase up to 3,000,000 shares of its Common Stock in the open market from time to time. According to Pinnacle Systems' President and Chief Executive Officer, Mark Sanders, "Net sales in fiscal 2000 increased 50% over fiscal 1999, and sales during the fourth quarter of fiscal 2000 increased 34% over the same quarter last year. Nonetheless, this was below our expectations for the quarter, impacting our profitability. The fourth quarter was particularly back-end loaded and a significant amount of business closed in the last week on terms less favorable than expected. The resulting sales shortfall and compressed margins became apparent after the end of the quarter. However, we believe the fundamentals of our business continue to be sound, and the markets we serve offer exceptional growth prospects for the future, especially as broadband networks and full-quality video over the Internet become widely available. To take better advantage of these opportunities, we are in the process of re-organizing our business groups in a way that should make them more efficient, focused and accountable." *Acquisition-related charges in the fourth quarter of fiscal 2000 include $6,543,000 in amortization of acquisition-related intangible assets and $400,000 in acquisition related in-process research and development expenses. The net income calculation, excluding acquisition related charges, uses an 18% tax rate for the fourth fiscal quarter and a 19% rate for fiscal 2000. Acquisition-related and one-time charges for fiscal 2000 includes $18,382,000 in amortization of acquisition-related intangible assets, $3,500,000 in acquisition related in-process research and development expense, plus $2,102,000 in costs associated with a legal settlement. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's expected results for the fourth quarter and fiscal 2000. The forward-looking statements are based upon current information and expectations regarding Pinnacle Systems and its subsidiaries. These estimates and statements are made as of today, do not guarantee future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these forward-looking statements. About Pinnacle Systems, Inc. Pinnacle Systems' broadcast, desktop, and consumer products provide video professionals and consumers cutting-edge digital video tools to create, store, distribute and view web enabled digital video easier 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. PINNACLE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED, In thousands) June 30, June 30, 2000 1999 Assets Current assets: Cash and investments $ 82,145 $ 88,978 Accounts receivable, trade net 55,072 35,449 Inventories 36,824 22,221 Deferred income taxes 17,103 10,653 Prepaid expenses & other assets 4,100 2,500 195,244 159,801 Property and equipment, net 16,143 10,809 Goodwill and other intangibles 109,810 25,503 Other assets 1,602 356 $ 322,799 $ 196,469 Liabilities and Shareholders' Equity Liabilities: Accounts payable $ 22,422 $ 12,744 Accrued expenses 27,301 14,530 Income taxes 13,456 2,936 Total liabilities 63,179 30,210 Shareholders' equity: Common stock 257,496 169,078 Retained earnings (accumulated deficit) 7,198 (389) Accumulated other comprehensive loss (5,074) (2,430) Total shareholders' equity 259,620 166,259 $ 322,799 $ 196,469 PINNACLE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, In thousands, except per share data)
Three Months Ended Year Ended June 30, June 30, 2000 1999 2000 1999 Net sales $ 63,712 $ 47,506 $237,967 $159,098 Cost of sales 32,898 22,371 113,573 74,022 Gross profit 30,814 25,135 124,394 85,076 Operating expenses: Engineering and product development 8,106 5,201 27,767 16,137 Sales and marketing 15,882 10,616 56,126 38,871 General and administrative 3,476 1,776 10,554 6,840 Acquisition expenses and one-time charges Legal settlement -- -- 2,102 -- Amortization of goodwill and other intangibles 6,543 1,095 18,382 2,289 In process research and development 400 -- 3,500 6,579 Total operating expenses 34,407 18,688 118,431 70,716 Operating income (loss) (3,593) 6,447 5,963 14,360 Interest income and other, net 839 1,332 3,403 4,742 Income before income taxes (2,754) 7,779 9,366 19,102 Income tax expense (benefit) (493) (1,599) 1,779 666 Net income (loss) $ (2,261) $ 9,378 $ 7,587 $ 18,436 Net income (loss) per share Basic $ (0.05) $ 0.21 $ 0.16 $ 0.43 Diluted $ (0.05) $ 0.19 $ 0.14 $ 0.39 Shares used to compute net income (loss) per share Basic 50,129 45,160 48,311 42,780 Diluted 50,129 50,654 55,442 46,966 Pro-forma net income per share (excluding acquisition expenses and one-time charges) $ 0.06 $ 0.14 $ 0.50 $ 0.48
/CONTACT: Paulien Ruijssenaars of Pinnacle Systems, Inc., 888-484-3366, or paulien@pinnaclesys.com, or investors, ir@pinnaclesys.com/ -----END PRIVACY-ENHANCED MESSAGE-----