As filed with the Securities and Exchange Commission on April 21, 2000
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                   ----------
                             PINNACLE SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)
                                   ----------
       California                                       94-3003809
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            280 North Bernardo Avenue
                         Mountain View, California 94043
   (Address, including zip code, of Registrant's principal executive offices)
                                   ----------
                        INDIVIDUAL OPTIONS GRANTED UNDER
                 THE PUFFIN DESIGNS, INC. 1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------
                                 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)
                                   ----------
                                   Copies to:
                             CHRIS F. FENNELL, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                                   ----------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
                                                        Proposed Maximum   Proposed Maximum   Amount of
       Title of Each Class of             Amount to be   Offering Price       Aggregate      Registration
    Securities to be Registered            Registered       Per Share       Offering Price       Fee
---------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>           <C>                 <C>
Common Stock, no par value, and related
  Preferred Share Purchase Rights.....        51,884          $24.66        $1,279,459.44       $337.78
=========================================================================================================
</TABLE>

(1)  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 April 19, 2000.
<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 heretofore 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  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;

     (e)  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.;

     (f)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A as  filed  with the
          Commission on September 9, 1994; and

     (g)  The  description  of the Company'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.

     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

                                      II-1
<PAGE>
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.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director,   officer,  employee  or  other  agent  of  the  Registrant  in  which
indemnification  is being sought,  nor is the Registrant aware of any threatened
litigation  that may  result in a claim  for  indemnification  by any  director,
officer, employee or other agent of the Registrant.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8 Exhibits.

Exhibit Number                        Documents
--------------                        ---------

      4.1      Puffin Design, Inc. 1997 Stock Option Plan and form of agreement
               thereunder.

      5.1      Opinion of counsel 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).

     24.1      Power of Attorney (see page II-4).

Item 9 Undertakings.

     (a) Rule 415 offering The undersigned registrant hereby undertakes:

                                      II-2
<PAGE>
          (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 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.

                                      II-3
<PAGE>
                                   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 21st
day of April, 2000.


                                       PINNACLE SYSTEMS, INC.


                                       By: /s/ MARK L. SANDERS
                                           ------------------------------------
                                           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.

                                      II-4
<PAGE>
     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.

       Signature                           Title                      Date
       ---------                           -----                      ----

/s/ MARK L. SANDERS          President, Chief Executive Officer   April 21, 2000
-------------------------    and Director (Principal Executive
(Mark L. Sanders)            Officer)


/s/ ARTHUR D. CHADWICK       Vice President, Finance and          April 21, 2000
-------------------------    Administration and Chief
(Arthur D. Chadwick)         Financial Officer (Principal
                             Financial and Accounting Officer)


/s/ AJAY CHOPRA              Chairman of the Board and Vice       April 21, 2000
-------------------------    President, General Manager,
(Ajay Chopra)                Desktop Products



/s/ GLENN E. PENISTEN        Director                             April 21, 2000
-------------------------
(Glenn E. Penisten)


/s/ CHARLES J. VAUGHAN       Director                             April 21, 2000
-------------------------
(Charles J. Vaughan)


/s/ JOHN LEWIS               Director                             April 21, 2000
-------------------------
(John Lewis)


/s/ L. GREGORY BALLARD       Director                             April 21, 2000
-------------------------
(L. Gregory Ballard)


/s/ L. WILLIAM KRAUSE        Director                             April 21, 2000
-------------------------
(L. William Krause)

                                      II-5
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
 Number                             Documents
-------                             ---------

   4.1      Puffin Design, Inc. 1997 Stock Option Plan and form of agreement
            thereunder.

   5.1      Opinion of counsel 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).

  24.1      Power of Attorney (see page II-4).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16451}]
{"company-data": {"conformed-name": "PINNACLE SYSTEMS INC", "cik": "0000774695", "assigned-sic": "3861", "irs-number": "943003809", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35424", "film-number": "606780"}, "business-address": {"street1": "280 N BERNARDO AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6502371600"}, "mail-address": {"street1": "280 N BERNARDO AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
As filed with the Securities and Exchange Commission on April 21, 2000
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                   ----------
                             PINNACLE SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)
                                   ----------
       California                                       94-3003809
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            280 North Bernardo Avenue
                         Mountain View, California 94043
   (Address, including zip code, of Registrant's principal executive offices)
                                   ----------
                        INDIVIDUAL OPTIONS GRANTED UNDER
                 THE PUFFIN DESIGNS, INC. 1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------
                                 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)
                                   ----------
                                   Copies to:
                             CHRIS F. FENNELL, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                                   ----------
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                        Proposed Maximum   Proposed Maximum   Amount of
       Title of Each Class of             Amount to be   Offering Price       Aggregate      Registration
    Securities to be Registered            Registered       Per Share       Offering Price       Fee
---------------------------------------------------------------------------------------------------------
Common Stock, no par value, and related
  Preferred Share Purchase Rights.....        51,884          $24.66        $1,279,459.44       $337.78
=========================================================================================================
(1)  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 April 19, 2000.
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 heretofore 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  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;

     (e)  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.;

     (f)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A as  filed  with the
          Commission on September 9, 1994; and

     (g)  The  description  of the Company'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.

     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

                                      II-1
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.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director,   officer,  employee  or  other  agent  of  the  Registrant  in  which
indemnification  is being sought,  nor is the Registrant aware of any threatened
litigation  that may  result in a claim  for  indemnification  by any  director,
officer, employee or other agent of the Registrant.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8 Exhibits.

Exhibit Number                        Documents
--------------                        ---------

      4.1      Puffin Design, Inc. 1997 Stock Option Plan and form of agreement
               thereunder.

      5.1      Opinion of counsel 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).

     24.1      Power of Attorney (see page II-4).

Item 9 Undertakings.

     (a) Rule 415 offering The undersigned registrant hereby undertakes:

                                      II-2
(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 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.

                                      II-3
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 21st
day of April, 2000.

                                       PINNACLE SYSTEMS, INC.

                                       By: /s/ MARK L. SANDERS
                                           ------------------------------------
                                           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.

                                      II-4
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.

       Signature                           Title                      Date
       ---------                           -----                      ----

/s/ MARK L. SANDERS          President, Chief Executive Officer   April 21, 2000
-------------------------    and Director (Principal Executive
(Mark L. Sanders)            Officer)

/s/ ARTHUR D. CHADWICK       Vice President, Finance and          April 21, 2000
-------------------------    Administration and Chief
(Arthur D. Chadwick)         Financial Officer (Principal
                             Financial and Accounting Officer)

/s/ AJAY CHOPRA              Chairman of the Board and Vice       April 21, 2000
-------------------------    President, General Manager,
(Ajay Chopra)                Desktop Products

/s/ GLENN E. PENISTEN        Director                             April 21, 2000
-------------------------
(Glenn E. Penisten)

/s/ CHARLES J. VAUGHAN       Director                             April 21, 2000
-------------------------
(Charles J. Vaughan)

/s/ JOHN LEWIS               Director                             April 21, 2000
-------------------------
(John Lewis)

/s/ L. GREGORY BALLARD       Director                             April 21, 2000
-------------------------
(L. Gregory Ballard)

/s/ L. WILLIAM KRAUSE        Director                             April 21, 2000
-------------------------
(L. William Krause)

                                      II-5
INDEX TO EXHIBITS

Exhibit
 Number                             Documents
-------                             ---------

   4.1      Puffin Design, Inc. 1997 Stock Option Plan and form of agreement
            thereunder.

   5.1      Opinion of counsel 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).

  24.1      Power of Attorney (see page II-4).