As filed with the Securities and Exchange Commission on August 1, 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 or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                             280 North Bernardo Ave.
                         Mountain View, California 94043
                                 (650) 526-1600
               (Address, including zip code, and telephone number,
                      including area code, of Registrant's
                           principal executive offices

                                   ----------

                        INDIVIDUAL OPTIONS GRANTED UNDER
                  AVID SPORTS, INC. 1999 STOCK OPTION PLAN AND
                  THE AVID SPORTS, INC. 2000 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:
                           Paul J. Hartnett, Jr., Esq.
                         Brown, Rudnick, Freed & Gesmer
                              One Financial Center
                                Boston, MA 02111
                                 (617) 856-8200

                                   ----------

<TABLE>
                                       CALCULATION OF REGISTRATION FEE
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
 Title of Each Class of Securities to be    Amount to be       Proposed       Proposed Maximum      Amount of
               Registered                   Registered         Maximum            Aggregate        Registration
                                                (1)         Offering Price     Offering Price          Fee
                                                            Per Share (2)
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>            <C>                    <C>
Common Stock, no par value                    138,310           $7.6406        $1,056,771.39          $278.99
--------------------------------------------------------------------------------------------------------------------

<FN>
(1) This Registration Statement shall also cover any additional shares of Common
Stock that become  issuable  under the Avid Sports,  Inc. 2000 Stock Option Plan
and the Avid Sports, Inc. 1999 Stock Option Plan.

(2)  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
July 28, 2000.
</FN>
</TABLE>

<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  previously  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  Quarterly  Report  on Form  10-Q for the  fiscal
quarter  ended March 31, 2000,  filed May 15, 2000 pursuant to Section 13 of the
1934 Act;

         (e) 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;

         (f) 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.;

         (g) The  Registrant's  Current  Report on Form 8-K filed July 14, 2000,
relating to the Registrant's acquisition of Avid Sports, Inc.;

         (h) The  Registrant's  Current  Report on Form 8-K filed July 27, 2000,
relating to (i) the Registrant's  announcement of preliminary sales and earnings
for the fourth quarter of Fiscal 2000, (ii) the Registrant's  announcement  that
it was denying allegations in a lawsuit, and (iii) the Registrant's announcement
of financial results for the fourth quarter of Fiscal 2000.

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

         (j) The description of the Registrant'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.


                                      II-1

<PAGE>


         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  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.

                                      II-2

<PAGE>


         On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle Systems, Inc.,
et al., No.  00-CV-2596  was filed in the United States  District  Court for the
Northern  District of California  against the Registrant and certain officer and
director  defendants.  The action is a putative  class  action and alleges  that
defendants  violated the federal  securities laws by making false and misleading
statements  concerning the  Registrant's  business  prospects  during an alleged
class period of April 18, 2000 through July 10,  2000.  The  complaint  does not
specify  damages.  We have publicly  announced that we intend to defend the case
vigorously.  It is possible  that the officer and director  defendants  named in
this lawsuit may seek  indemnification  from the Registrant with respect to this
claim.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.


Exhibit Number                         Documents
--------------                         ---------
4.1            Avid  Sports,  Inc.  2000 Stock Option Plan and form of agreement
               thereunder.

4.2            Avid  Sports,  Inc.  1999 Stock Option Plan and form of agreement
               thereunder.

5.1            Opinion  of  Brown,  Rudnick,  Freed & Gesmer as to  legality  of
               securities being registered.

23.1           Consent of KPMG LLP, independent certified public accountants.

23.2           Consent of Brown,  Rudnick,  Freed & Gesmer (contained in Exhibit
               5.1).

23.3           Consent of Wilson Sonsini Goodrich & Rosati

24.1           Power  of  Attorney  (contained  in the  signature  page  to this
               Registration Statement).


Item 9. Undertakings.

         (a) Rule 415 offering.

           The undersigned registrant hereby undertakes:

                  (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

                                      II-3

<PAGE>


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-4

<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 28th day of July, 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-5

<PAGE>


<TABLE>
         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.


<CAPTION>
          Signature                                     Title                               Date

<S>                                      <C>                                            <C>
/s/ Mark L. Sanders                      President, Chief Executive Officer and         July 28, 2000
--------------------------------         Director (Principal Executive Officer)
(Mark L. Sanders)

/s/ Arthur D. Chadwick                   Vice President, Finance and                    July 28, 2000
--------------------------------         Administration and Chief Financial
(Arthur D. Chadwick)                     Officer (Principal Financial and
                                         Accounting Officer)

/s/ Ajay Chopra                          Chairman of the Board and Vice                 July 28, 2000
--------------------------------         President, General Manager, Desktop
(Ajay Chopra)                            Products

/s/ Glenn E. Penisten                    Director                                       July 28, 2000
--------------------------------
(Glenn E. Penisten)

/s/ Charles J. Vaughan                   Director                                       July 28, 2000
--------------------------------
(Charles J. Vaughan)

/s/ John Lewis                           Director                                       July 28, 2000
--------------------------------
(John Lewis)

/s/ L. Gregory Ballard                   Director                                       July 28, 2000
--------------------------------
(L. Gregory Ballard)

/s/ L. William Krause                    Director                                       July 28, 2000
--------------------------------
(L. William Krause)
</TABLE>


<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                                     Documents
------                                     ---------
   4.1         Avid  Sports,  Inc.  2000 Stock Option Plan and form of agreement
               thereunder.

   4.2         Avid  Sports,  Inc.  1999 Stock Option Plan and form of agreement
               thereunder.

   5.1         Opinion  of  Brown,  Rudnick  Freed & Gesmer  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).

  23.3         Consent of Wilson Sonsini Goodrich & Rosati

  24.1         Power  of  Attorney  (included  in the  signature  page  to  this
               Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19113}]
{"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": "333-42780", "film-number": "683843"}, "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 August 1, 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 or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                             280 North Bernardo Ave.
                         Mountain View, California 94043
                                 (650) 526-1600
               (Address, including zip code, and telephone number,
                      including area code, of Registrant's
                           principal executive offices

                                   ----------

                        INDIVIDUAL OPTIONS GRANTED UNDER
                  AVID SPORTS, INC. 1999 STOCK OPTION PLAN AND
                  THE AVID SPORTS, INC. 2000 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:
                           Paul J. Hartnett, Jr., Esq.
                         Brown, Rudnick, Freed & Gesmer
                              One Financial Center
                                Boston, MA 02111
                                 (617) 856-8200

                                   ----------

                                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
 Title of Each Class of Securities to be    Amount to be       Proposed       Proposed Maximum      Amount of
               Registered                   Registered         Maximum            Aggregate        Registration
                                                (1)         Offering Price     Offering Price          Fee
                                                            Per Share (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                    138,310           $7.6406        $1,056,771.39          $278.99
--------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock that become  issuable  under the Avid Sports,  Inc. 2000 Stock Option Plan
and the Avid Sports, Inc. 1999 Stock Option Plan.

(2)  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
July 28, 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  previously  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  Quarterly  Report  on Form  10-Q for the  fiscal
quarter  ended March 31, 2000,  filed May 15, 2000 pursuant to Section 13 of the
1934 Act;

         (e) 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;

         (f) 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.;

         (g) The  Registrant's  Current  Report on Form 8-K filed July 14, 2000,
relating to the Registrant's acquisition of Avid Sports, Inc.;

         (h) The  Registrant's  Current  Report on Form 8-K filed July 27, 2000,
relating to (i) the Registrant's  announcement of preliminary sales and earnings
for the fourth quarter of Fiscal 2000, (ii) the Registrant's  announcement  that
it was denying allegations in a lawsuit, and (iii) the Registrant's announcement
of financial results for the fourth quarter of Fiscal 2000.

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

         (j) The description of the Registrant'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.

                                      II-1
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  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.

                                      II-2
On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle Systems, Inc.,
et al., No.  00-CV-2596  was filed in the United States  District  Court for the
Northern  District of California  against the Registrant and certain officer and
director  defendants.  The action is a putative  class  action and alleges  that
defendants  violated the federal  securities laws by making false and misleading
statements  concerning the  Registrant's  business  prospects  during an alleged
class period of April 18, 2000 through July 10,  2000.  The  complaint  does not
specify  damages.  We have publicly  announced that we intend to defend the case
vigorously.  It is possible  that the officer and director  defendants  named in
this lawsuit may seek  indemnification  from the Registrant with respect to this
claim.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit Number                         Documents
--------------                         ---------
4.1            Avid  Sports,  Inc.  2000 Stock Option Plan and form of agreement
               thereunder.

4.2            Avid  Sports,  Inc.  1999 Stock Option Plan and form of agreement
               thereunder.

5.1            Opinion  of  Brown,  Rudnick,  Freed & Gesmer as to  legality  of
               securities being registered.

23.1           Consent of KPMG LLP, independent certified public accountants.

23.2           Consent of Brown,  Rudnick,  Freed & Gesmer (contained in Exhibit
               5.1).

23.3           Consent of Wilson Sonsini Goodrich & Rosati

24.1           Power  of  Attorney  (contained  in the  signature  page  to this
               Registration Statement).

Item 9. Undertakings.

         (a) Rule 415 offering.

           The undersigned registrant hereby undertakes:

                  (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

                                      II-3
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-4
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 28th day of July, 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-5
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 and         July 28, 2000
--------------------------------         Director (Principal Executive Officer)
(Mark L. Sanders)

/s/ Arthur D. Chadwick                   Vice President, Finance and                    July 28, 2000
--------------------------------         Administration and Chief Financial
(Arthur D. Chadwick)                     Officer (Principal Financial and
                                         Accounting Officer)

/s/ Ajay Chopra                          Chairman of the Board and Vice                 July 28, 2000
--------------------------------         President, General Manager, Desktop
(Ajay Chopra)                            Products

/s/ Glenn E. Penisten                    Director                                       July 28, 2000
--------------------------------
(Glenn E. Penisten)

/s/ Charles J. Vaughan                   Director                                       July 28, 2000
--------------------------------
(Charles J. Vaughan)

/s/ John Lewis                           Director                                       July 28, 2000
--------------------------------
(John Lewis)

/s/ L. Gregory Ballard                   Director                                       July 28, 2000
--------------------------------
(L. Gregory Ballard)

/s/ L. William Krause                    Director                                       July 28, 2000
--------------------------------
(L. William Krause)
INDEX TO EXHIBITS

Exhibit
Number                                     Documents
------                                     ---------
   4.1         Avid  Sports,  Inc.  2000 Stock Option Plan and form of agreement
               thereunder.

   4.2         Avid  Sports,  Inc.  1999 Stock Option Plan and form of agreement
               thereunder.

   5.1         Opinion  of  Brown,  Rudnick  Freed & Gesmer  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).

  23.3         Consent of Wilson Sonsini Goodrich & Rosati

  24.1         Power  of  Attorney  (included  in the  signature  page  to  this
               Registration Statement)