-----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, A9DAQ4GMKJmOz+Q+T9j5hR18+wRUS+0Mw9ikCqGNH+FD1p42tfZkLaxlwh4s43r0 hcn8RpDO5ZPdViNBbQzugg== 0001193125-05-059665.txt : 20050324 0001193125-05-059665.hdr.sgml : 20050324 20050324141613 ACCESSION NUMBER: 0001193125-05-059665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050318 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE SYSTEMS INC CENTRAL INDEX KEY: 0000774695 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 943003809 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24784 FILM NUMBER: 05701448 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 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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):

March 18, 2005

 

 

PINNACLE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

California   000-24784   94-3003809

(State or other jurisdiction

of incorporation)

   (Commission File No.)  

(I.R.S. Employer

Identification No.)

 

280 North Bernardo Avenue

Mountain View, California 94043

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:

(650) 526-1600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

On March 18, 2005, the Compensation Committee of the Board of Directors of Pinnacle Systems, Inc. (“Pinnacle”) approved of a management retention plan under which Scott E. Martin, Pinnacle’s Senior Vice President, Human Resources, Legal and Administration, entered into a Retention Bonus Agreement (the “Retention Agreement”) with the Company. Under the terms of the Retention Agreement, Mr. Martin will receive a one-time cash bonus payment of $100,000 which is due 30 days after the earlier of (the “Triggering Date”): (i) the closing of the merger contemplated by the Agreement and Plan of Merger by and among Avid Technology, Inc., Highest Mountain Corporation and Pinnacle Systems, Inc. dated as of March 20, 2005 (the “Merger Agreement”), (ii) the termination of the Merger Agreement or (iii) termination of Mr. Martin’s employment “without cause” (as defined in that certain Change of Control Severance Agreement dated May 10, 2004 between Mr. Martin and the Company (the “Severance Agreement”)) or Mr. Martin’s voluntary resignation from the Company for “good reason” (as defined in the Severance Agreement). The bonus is payable only if Mr. Martin remains employed by Pinnacle on the Triggering Date.

 

Item 9.01 Financial Statements and Exhibits.

 

  (c) Exhibits.

 

None.

 

 

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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.

 

PINNACLE SYSTEMS, INC.
By:  

/s/ Scott E. Martin

    Scott E. Martin
    Senior Vice President, Human Resources and Legal

 

Date: March 23, 2005

 

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