UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

~~Form~~FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof

~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~report~~Report (~~date~~Date of earliest event reported):

~~April~~June 276, 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.~~Number)		(~~I.R.S.~~IRS Employer Identification No.)

280 North Bernardo Avenue

Mountain View, California 94043

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(650) 526-1600

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ code)

xNot ~~Written~~Applicable ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

x(Former ~~Soliciting~~name ~~material~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~14a-12~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240.14a-12~~report)

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 24.02 ~~Results~~(a) ofNon-Reliance ~~Operations~~on ~~and~~Previously Issued Financial ~~Condition.~~Statements or a Related Audit Report or Completed Interim Review

OnSubsequent ~~April~~to ~~27,~~the ~~2005,~~filing ~~Pinnacle~~of ~~Systems,~~its ~~Inc.~~Quarterly ~~(“Pinnacle”) issued a~~Report ~~press~~on ~~release~~Form ~~and~~10-Q isfor ~~holding~~the afiscal ~~conference~~quarter ~~call~~ended ~~regarding~~March ~~its~~31, ~~financial~~2005, ~~results~~initially ~~for~~filed with the ~~third~~Securities ~~quarter~~and ofExchange ~~fiscal~~Commission ~~2005~~on ~~ended~~May ~~March 31~~10, 2005., APinnacle ~~copy~~Systems, ofInc. (“the ~~press~~Company”) ~~release~~identified iscertain ~~furnished~~errors asin ~~Exhibit~~its ~~99.1~~financial tostatements ~~this~~included ~~Form~~in that ~~8-K~~Quarterly ~~and~~Report. isThese ~~incorporated~~errors ~~herein~~consisted ~~by reference.~~of failures to:

~~The~~• ~~information~~Reclassify inrestricted ~~this~~cash ~~Current~~to ~~Report on Form 8~~long-~~K and~~term ~~the~~assets ~~exhibit attached hereto shall not be deemed “filed” for purposes~~ of ~~Section~~discontinued 18operations ofas ~~the Securities Exchange Act~~ of ~~1934~~June ~~(the “Exchange Act”) or otherwise subject to the liabilities of that section~~30, ~~nor~~2004 ~~shall~~on ~~it be deemed incorporated by reference in any filing under~~ the ~~Securities~~Condensed ~~Act~~Consolidated ofBalance ~~1933 or the Exchange Act, regardless of any general incorporation language in such filing~~Sheet.

~~Pinnacle~~• isReclassify ~~making~~accrued ~~reference~~legal judgment to ~~non-GAAP~~current ~~financial~~liabilities ~~information~~of indiscontinued ~~both~~operations ~~the~~as ~~press release and the conference call. A reconciliation~~ of ~~these~~June ~~non-GAAP financial~~30, ~~measures~~2004 toon the ~~comparable~~Condensed ~~GAAP~~Consolidated ~~financial~~Balance ~~measures is contained in the attached press release~~Sheet.

~~Item~~• ~~8.01~~Reclassify ~~Other~~legal ~~Events.~~settlement for the nine months ended March 31, 2005 to income from discontinued operations on the Condensed Consolidated Statements of Operations.

On• ~~April~~Reclassify ~~27,~~interest ~~2005,~~expense ~~Pinnacle~~on ~~announced~~a ~~its~~settlement ~~financial~~relating ~~results~~to ~~for~~an ~~the~~earnout ~~third~~in ~~quarter~~connection ofwith ~~fiscal~~one ~~2005~~of ~~ended~~the ~~March~~Company’s ~~31,~~acquisitions ~~2005. These financial results are attached hereto as Exhibit 99.2. Exhibit 99.2 shall be deemed “filed”~~ for ~~purposes of Section 18 of~~ the ~~Exchange~~nine ~~Act~~months ~~and~~ended ~~shall~~March be31, ~~deemed~~2004 ~~incorporated~~to byloss ~~reference~~from indiscontinued ~~filings~~operations ~~under~~on the ~~Securities~~Condensed ~~Act~~Consolidated Statements of ~~1933 or the Exchange Act~~Operations.

~~IMPORTANT~~The ~~ADDITIONAL~~net ~~INFORMATION~~effect ~~WILL~~of BEthe ~~FILED~~restatement ~~WITH~~adjustments ~~THE~~on ~~SEC~~the Condensed Consolidated Statements of Operations for the nine months ended March 31, 2005 is to increase the operating loss and loss from continuing operations by $3.1 million and to increase income from discontinued operations, net of taxes by $3.1 million. The net effect of the restatement adjustments on the Condensed Consolidated Statements of Operations for the nine months ended March 31, 2004 is to decrease the loss from continuing operations by $2.1 million and increase the loss from discontinued operations, net of taxes by $2.1 million. Net loss for the fiscal 2005 and 2004 periods did not change. The net effect of the restatement adjustments on the Condensed Consolidated Balance Sheet as of June 30, 2004 is to reclassify restricted cash of $16.9 million from long-term assets to long-term assets of discontinued operations and to reclassify a $14.2 million accrual for the legal judgment from current liabilities to current liabilities of discontinued operations. In addition, the cash flow activity related to the legal and earnout settlements will be reported as cash flows of discontinued operations on the Condensed Consolidated Statements of Cash Flows.

OnThese ~~March 21, 2005, Pinnacle announced that it has entered into a definitive agreement with Avid Technology, Inc. (“Avid”) which provides for~~restatement ~~Avid~~adjustments towill ~~acquire~~be ~~Pinnacle~~reflected in athe ~~merger~~amendment ~~transaction whereby Pinnacle shareholders would receive~~ No.~~0869~~ ~~shares of Avid stock and $~~1~~.00~~ inon ~~cash~~Form ~~for~~10-Q/A ~~each Pinnacle share. Avid plans~~ to ~~file with~~ the ~~SEC~~Company’s aQuarterly ~~Registration~~Report ~~Statement~~ on Form S10-4Q infor ~~connection with~~ the ~~transaction~~fiscal ~~and~~quarter ~~Avid~~ended ~~and~~March ~~Pinnacle~~31, ~~plan~~2005 towhich ~~file with~~ the ~~SEC~~Company ~~and~~expects ~~mail~~ to ~~their~~file ~~respective~~concurrently ~~stockholders a Joint Proxy Statement/Prospectus in connection~~ with ~~the~~this ~~transaction.~~Form ~~The~~8-K ~~Registration Statement and~~ (the ~~Joint Proxy Statement/Prospectus~~“Form ~~will contain important information about Avid, Pinnacle, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement~~10-Q/~~Prospectus carefully when they are available~~A”).

~~Investors~~On June 6, 2005, management presented its findings and ~~security~~recommendations ~~holders~~to ~~will~~the beAudit ~~able~~Committee of the Board of Directors, which approved the recommendation of management to ~~obtain~~restate ~~free~~the following financial statements from the third quarter of fiscal 2005: the Condensed Consolidated Balance ~~copies~~Sheet as of June 30, 2004, the ~~Registration~~Condensed ~~Statement~~Consolidated Statements of Operations for the nine month periods ended March 31, 2005 and 2004, the ~~Joint~~Condensed ~~Proxy~~Consolidated ~~Statement/Prospectus~~Statements ~~(when~~of ~~available)~~Cash Flows for the nine month periods ended March 31, 2005 and ~~other~~2004 ~~documents~~and the related Notes to Condensed Consolidated Financial Statements. Accordingly, the financial statements for the period ended March 31, 2005 that have been included in the Company’s Quarterly Report on Form 10-Q filed with the ~~SEC~~Securities byand Exchange ~~Avid~~Commission ~~and~~on ~~Pinnacle~~May ~~through~~10, 2005 or included in previous announcements should not be relied upon as addressed in Accounting Principles Board Opinion No. 20 and the ~~web~~Form ~~site~~10-Q/A ~~maintained~~should bybe relied upon instead. The Company’s Chief Financial Officer discussed this conclusion with the ~~SEC~~Company’s atindependent ~~www~~registered public accounting firm, KPMG LLP.~~sec.gov.~~

In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from Avid by contacting Dean Ridlon, Investor Relations Director for Avid at telephone number 978.640.5309, or from Pinnacle by contacting Deborah B. Demer of Demer IR Counsel, Inc. at telephone number 925.938.2678, extension 224.

Avid and Pinnacle, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Avid’s directors and executive officers is contained in Avid’s Form 10-K for the year ended December 31, 2004 and its proxy statement dated April 16, 2004, which are filed with the SEC and available free of charge as indicated above. Information regarding Pinnacle’s directors and executive officers is contained in Pinnacle’s Form 10-K for the year ended June 30, 2004 and its proxy statement dated September 30, 2004, which are filed with the SEC and available free of charge as indicated above. The interests of Avid’s and Pinnacle’s respective directors and executive officers in the solicitations with respect to the transactions in particular will be more specifically set forth in the Registration Statement and the Joint Proxy Statement/Prospectus filed with the SEC, which will be available free of charge as indicated above.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release of Pinnacle Systems, Inc. dated April 27, 2005.
99.2		Financial Results for the Quarter ended March 31, 2005.

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: ~~April~~June 277, 2005

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