<PAGE>

================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-K/A

 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  For The Fiscal Year Ended December 31, 2000

                                       OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the Transition Period From ____________ to
                                 _____________.

                        COMMISSION FILE NUMBER: 0-27644

                        Digital Generation Systems, Inc.
             (Exact Name of Registrant as Specified in its Charter)


           Delaware                                            94-3140772
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                    5221 North O'Connor Boulevard, Suite 950
                              Irving, Texas 75039
          (Address Of Principal Executive Offices, Including Zip Code)

                                 (972) 402-4800
              (Registrant's Telephone Number, Including Area Code)


       Securities registered pursuant to Section 12(b) of the Act:  None
 Securities registered pursuant to the Section 12 (g) of the Act:  Common Stock
                              ($0.001 par value)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

  The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on March 15,
2001, as reported on the Nasdaq National Market, was approximately $140,312,000.
Shares of Common Stock held by each officer and director of the registrant and
by each person who may be deemed to be an affiliate have been excluded. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

  As of March 15, 2001, the registrant had 70,156,000 shares of Common Stock
outstanding.

================================================================================

                                       1
<PAGE>

                                AMENDMENT NO. 1


The undersigned Registrant hereby amends Part III, to read as follows:


ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The executive officers and directors of the Company, their ages as of March
31, 2001, their positions and offices held with the Company and certain
biographical information are set forth below.

<TABLE>
<CAPTION>
Name                                   Age  Position(s) and Offices Held with the Company
----                                   ---  ---------------------------------------------
<S>                                    <C>  <C>
Scott K. Ginsburg (2)                    48  Chairman of the Board
Matthew E. Devine                        52  Chief Executive Officer and Director
Omar A. Choucair                         38  Chief Financial Officer and Director
Dan F. Dent                              53  Chief Operating Officer
Lawrence D. Lenihan, Jr (2)              36  Director
Michael G. Linnert                       30  Director
David M. Kantor (2)                      44  Director
Cappy R. McGarr (1)                      49  Director
Jeffrey A. Dankworth                     46  Director
Eric L. Bernthal                         54  Director
Robert J. Schlegel (1)                   51  Director
Kevin   Howe (1)                         52  Director
</TABLE>

(1)  Member of the Audit Committee
(2) Member of the Compensation Committee

  Scott K. Ginsburg joined the Company in December 1998 as Chief Executive
Officer and Chairman of the Board. In July 1999, Matthew E. Devine assumed the
responsibilities of Chief Executive Officer, but Mr. Ginsburg remains the
Company's Chairman.  Most recently Mr.Ginsburg served as Chief Executive Officer
and Director of Chancellor Media Corporation (now AMFM Corporation). Mr.
Ginsburg founded Evergreen Media Corporation in 1988, and was the co-founder of
Statewide Broadcasting, Inc. and H&G Communications, Inc. Mr. Ginsburg earned a
B.A. from George Washington University in 1974 and a J.D. from the George
Washington University Law Center in 1978.

  Matthew E. Devine joined the Company in July 1999 as Chief Executive Officer
and Director.  Prior to joining the Company, Mr. Devine served as Chief
Financial Officer of Chancellor Media Corporation (now AMFM Corporation) and
served as Chief Financial Officer, Executive Vice President, Treasurer,
Secretary and Director for Evergreen Media Corporation.  Between 1975 and 1988,
Mr. Devine served in various finance positions at AMR Corporation, parent
company to American Airlines.

  Omar A. Choucair joined the Company as Chief Financial Officer in July 1999.
Prior to joining the Company, Mr. Choucair served as Vice President of Finance
for Chancellor Media (now AMFM Corporation), and served as Vice President of
Finance for Evergreen Media before it was acquired by Chancellor Media in 1997.
Prior to entering the media industry, Mr. Choucair was a Senior Manager at KPMG
LLP, where he specialized in media and telecommunications clients.  Mr. Choucair
received a B.B.A. from Baylor University and is a Certified Public Accountant.
Mr. Choucair became a Director in February 2001.

  Dan F. Dent joined the Company as Vice President, Operations in September 1999
and became Chief Operating Officer in May 2000.  From 1993 until joining DG
Systems, Mr. Dent served as Vice President/General Manager of CCI/Triad, a
retail software manufacturer.  From 1977 until 1993, Mr. Dent served in various
engineering and customer service management positions at Motorola and Tektronix,
Inc.

  Lawrence D. Lenihan, Jr. has been a member of the Board of Directors of the
Company since July 1997.  Mr. Lenihan is a Managing Director of Pequot Capital
Management, Inc.  He joined the predecessor to this firm,

                                       2
<PAGE>

Dawson-Samberg Capital Management, in 1996. He is also a Managing Member of the
General Partner of Pequot Private Equity Fund II, L.P. Prior to joining Pequot,
Mr. Lenihan was a principal at Broadview Associates, LLC from 1993 to 1996.
Prior to joining Broadview, Mr. Lenihan held several positions at IBM, most
recently as the leader of an interactive multimedia software product business.
Mr. Lenihan graduated from Duke University with a B.S. in Electrical Engineering
and he holds an M.B.A. from the Wharton School of Business at the University of
Pennsylvania. He currently serves as a director of several public and private
companies including SkyOnline, Interpacket Group Inc., Performaworks, FlexiGift,
Inc., and Mediaplex, Inc.

  Michael G. Linnert has been a member of the Board of Directors of the Company
since July 1999.  Mr. Linnert is a General Partner with Technology Crossover
Ventures, a venture capital firm, which specializes in emerging Internet and
communications companies.  He currently serves as a board member of petopia.com.
Prior to joining Technology Crossover Ventures, Mr. Linnert was a member of the
investment banking division at Goldman, Sachs & Co.  Mr. Linnert holds a
B.S.E.E. from the University of Notre Dame and an MBA from Stanford Graduate
School of Business.

  David M. Kantor has been a member of the Board of Directors of the Company
since August 1999.  Mr. Kantor is Senior Vice President for Network Operations
of AMFM, Inc. (formerly Chancellor Media Corporation) and manages AMFM Radio
Networks.  Prior to joining AMFM, he was President of ABC Radio Network, having
previously served as Executive Vice President.  Prior to joining ABC Radio
Network, he held executive positions with Cox Cable and Satellite Music Network.
Mr. Kantor holds a B.S. from the University of Massachusetts and an MBA from
Harvard Business School.

  Cappy R. McGarr has been a member of the board since February 2001.  Mr.
McGarr is the founder and President of McGarr Capital Management, a firm
specializing in managing domestic and offshore hedge funds.  He received
Bachelor of Arts, Bachelor of Journalism and Master of Business Administration
degrees from the University of Texas at Austin.  Upon completing his graduate
degree in 1970, McGarr was employed by Goldman, Sachs & Co.   He serves on the
Board of Trustees of The John F. Kennedy Center for the Performing Arts and the
Board of Directors of the Lyndon Baines Johnson Foundation.  He also serves as
Chairman of DASHPAC, Senate Democratic Leader Tom Daschle's Political Action
Committee.

  Jeffrey A. Dankworth has been President and a Director of StarGuide since
1995. Prior to co-founding StarGuide in 1994, Mr. Dankworth was an entrepreneur
in the entertainment media and professional sports industries where he led the
development of various media joint ventures in professional sports including the
NFL Quarterback Club. As an attorney, Mr. Dankworth has extensive experience in
various areas of business development, including the negotiation and management
of media partnerships, licensing programs, and joint ventures. Between 1984 and
1994, Mr. Dankworth was Of Counsel with the law firm of Mitchell, Silberberg &
Knupp and prior to that was an associate with the law firm of Gibson, Dunn &
Crutcher (1981-1984).  Mr. Dankworth became a Director in February 2001.

  Eric L. Bernthal has been a member of the board since February 2001.  Mr.
Bernthal is the Managing Partner of the Washington, DC office of Latham &
Watkins, a law firm with more than 1,000 attorneys worldwide. He has practiced
corporate and telecommunications law for 30 years, specializing in transactional
and regulatory matters. Mr. Bernthal has represented companies in the media,
communications, health care, consumer products and retail industries. Mr.
Bernthal has been a partner in Latham & Watkins since 1986. Prior to joining
Latham, Mr. Bernthal was an associate and then a partner in the Washington, DC
law firm of Arent, Fox, Kintner, Plotkin & Kahn, from 1972 to 1986. He served on
that law firm's Executive Committee for five years. Mr. Bernthal served as law
clerk to the Honorable Ruggero J. Aldisert of the United States Court of Appeals
for the Third Circuit in Philadelphia from 1970 to 1972. He earned an
undergraduate degree from Columbia University in 1967 and a graduate degree from
George Washington University Law Center.

  Robert J. Schlegel has been a member of the board since February 2001. Mr.
Schlegel is the CEO of The Pavestone Company, a producer of interlocking
concrete paving stones and retaining walls, which he started in 1980. Mr.
Schlegel also built a health care company that included more than 2,000
employees and 2,200 nursing retirement care beds in 13 Texas facilities. Mr.
Schlegel graduated with a B.A. degree in Economics from Wilfrid Laurier
University in 1972.

  Kevin Howe has been a member of the Board since February 2001. He has been the
Managing Partner of Mercury Ventures since 1998. Mercury Ventures manages three
different funds that invest in emerging technology companies that focus on
Internet applications. Mr. Howe serves on the boards of The Sage Group PLC and
MigraTec, both of which are publicly traded technology firms that are listed on
the

                                       3
<PAGE>

Nasdaq National Market and London exchanges. Mr. Howe also sits on the boards of
five privately held technology firms. In 1985, he co-founded DacEasy, a provider
of packaged application software. In 1987, Mr. Howe led the sale of DacEasy to
Insilco (a Fortune 500 company). In 1991, Mr. Howe led the carve-out of DacEasy
from Insilco and subsequent sale to Sage Group, plc. He was CEO of Sage's US
operations responsible for operations and acquisitions until 1999. In 1993, Mr.
Howe also co-founded Martin Howe Associates, a merchant credit card processor
and a provider of wireless solutions. The company was sold in 1997 to PMT, a
Nasdaq National Market quoted company. Mr. Howe received his MBA from SMU in
1976.

                     COMPLIANCE WITH SECTION 16 (a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

  The members of the Board of Directors, the executive officers of the Company
and persons who hold more than 10% of the Company's outstanding Common Stock are
subject to the reporting requirements of Section 16 (a) of the Securities
Exchange Act of 1934, as amended, which require them to file reports with
respect to their ownership of the Company's Common Stock and their transactions
in such Common Stock. Based upon (i) the copies of Section 16 (a) reports that
the Company received from such persons for their 2000 fiscal year transactions
in the Common Stock and their Common Stock holdings and (ii) the written
representation received from one or more of such persons that no annual Form 5
reports were required to be filed by them for the 2000 fiscal year, the Company
believes that all reporting requirements under Section 16 (a) for such fiscal
year were met in a timely manner by its executive officers, Board members and
greater than ten-percent shareholders at all times during the 2000 fiscal year.

                                       4
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

  The following Summary Compensation Table sets forth the compensation earned by
each person who served as the Company's Chief Executive Officer at any time
during the year and the four other most highly compensated executive officers
(collectively, the "Named Officers").

<TABLE>
<CAPTION>
                                                                                                                Long-Term
                                                                         Annual Compensation                Compensation Awards
                                               -------------------------------------------------------   ---------------------------
                                                                                                          Restricted     Securities
                                                                                      Other Annual           Stock       Underlying
Name and Principal Position             Year        Salary (1)         Bonus          Compensation          Awards        Options
----------------------------      --------------------------------------------------------------------   ------------ --------------
<S>                                 <C>           <C>              <C>             <C>                   <C>          <C>
Scott K. Ginsburg                        2000        $125,000        $       -           $180,006 (2)           -                -
  Chairman of the Board                  1999        $ 52,083        $       -           $301,243 (2)           -                -
                                         1998        $      1        $       -           $ 39,607 (2)           -        1,548,460


Matthew E. Devine                        2000        $125,000        $       -           $ 12,000 (3)           -
  Chief Executive Officer                1999        $ 52,083        $       -           $      -               -        1,000,000
                                         1998        $      -        $       -           $      -               -                -

Omar A. Choucair                         2000        $ 75,000        $       -           $      -               -                -
  Chief Financial Officer                1999        $ 31,250        $       -           $      -               -          250,000
                                         1998        $      -        $       -           $      -               -                -

Dan F. Dent                              2000        $170,500        $  22,500           $      -               -                -
  Chief Operating Officer                1999        $ 46,423        $       -           $      -               -          150,000
                                         1998        $      -        $       -           $      -               -                -

Bernard L. Fleitman                      2000        $203,624        $  20,376           $      -               -                -
  Vice President, Engineering            1999        $160,648        $  19,000           $      -               -          150,000
                                         1998        $      -        $       -           $      -               -               -
</TABLE>

(1)  Salary includes amount deferred under the Company's 401 (k) Plan.
(2)  For 2000, represents various perquisites, including reimbursement of
     automobile expenses ($12,000) and travel expenses ($168,000).  For 1999,
     represents various perquisites, including reimbursement of premiums for
     life insurance ($13,243), automobile expense ($18,000) and travel expenses
     ($270,000).  For 1998, represents various perquisites, including $30,000
     for travel expenses.
(3)  Represents reimbursement of automobile expenses.

  No stock options or stock appreciation rights were granted to these
individuals during the year ended December 31, 2000.

  The following table sets forth information concerning option exercises during
the 2000 fiscal year and option holdings as of the end of the 2000 fiscal year
with respect to each of the Named Officers.  No stock appreciation rights were
outstanding at the end of the year.

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                            Number of Securities          Value of Unexercised
                                                           Underlying Unexercised             in-the-Money
                                                             Options at Fiscal             Options at Fiscal
                              Shares Acquired   Value             Year End                    Year End (1)
Name                            on Exercise    Realized  Exercisable  Unexercisable    Exercisable  Unexercisable
--------------------------    ---------------  --------  -----------  -------------    -----------  -------------
<S>                           <C>              <C>       <C>          <C>              <C>          <C>
Scott K. Ginsburg                           -  $      -    1,548,460              -    $         -  $           -

Matthew E. Devine                           -  $      -      354,166        645,834    $         -  $           -

Omar A. Choucair                            -  $      -       88,541        161,459    $         -  $           -

Dan F. Dent                                 -  $      -       46,875        103,125    $         -  $           -

Bernard L. Fleitman                         -  $      -       71,875         78,125    $         -  $           -
</TABLE>

(1)  Based on the fair market value of the Company's Common Stock at December
     31, 2000, of $2.125 per share, less the exercisable price payable for each
     share.

DIRECTOR COMPENSATION

  Except for grants of stock options, directors of the Company generally do not
receive compensation for services provided as a director other than
reimbursement for documented reasonable expenses incurred in connection with
attendance at meetings of the Company's Board of Directors and the committees
thereof. The Company also does not pay compensation for committee participation
or special assignments of the Board of Directors.

  Non-employee Board members are eligible for option grants pursuant to the
provisions of the Company's 1995 Director Option Plan. Under the 1995 Director
Option Plan, each non-employee director of the Company will be automatically
granted an option to purchase 10,000 shares of the Company's Common Stock (the
"First Option") on the date on which the optionee first becomes a non-employee
director of the Company, and each non-employee director will thereafter be
granted an additional option to purchase 2,500 shares of the Company's Common
Stock (the "Subsequent Option") on the next anniversary. The exercise price per
share of all options granted under the 1995 Director Option Plan shall be equal
to the fair market value of a share of the Company's Common Stock on the date of
grant of the option.  Shares subject to the First Option vest over thirty-six
months, and shares subject to the Subsequent Option vest over twelve months
beginning with the month following the second anniversary of its date of grant.
The terms of the options granted are ten years.

  Directors who are also employees of the Company are eligible to receive
options for Common Stock directly under the 1992 Stock Option Plan and, if
officers of the Company, are also eligible to receive incentive cash bonus
awards and are eligible to participate in the 1996 Employee Stock Purchase Plan.

EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS

  None of the Company's current executive officers have employment or severance
agreements with the Company, and their employment may be terminated at any time
at the discretion of the Board of Directors.

COMPENSATION COMMITTEE REPORT

  The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee" or the "Committee") reviews and approves the Company's
compensation policies. The following is the report of the

                                       6
<PAGE>

Compensation Committee describing the compensation policies applicable to the
compensation of the Company's Chief Executive Officer and other executive
officers for the 2000 fiscal year.

  For the 2000 fiscal year, the process utilized by the Committee in determining
executive officer compensation levels was based on the subjective judgment of
the Committee. Among the factors considered by the Committee were the
recommendations of the CEO with respect to the compensation of the Company's key
executive officers. However, the Committee made the final compensation decisions
concerning such officers.

  GENERAL COMPENSATION PHILOSOPHY. The Company's philosophy in setting its
compensation policies for executive officers is to maximize shareholder value
over time. The primary goal of the Company's executive compensation program is,
therefore, to closely align the interests of the executive officers with those
of the Company's shareholders. To achieve this goal, the Company attempts to (i)
offer compensation opportunities that attract and retain executives whose
abilities are critical to the long-term success of the Company, motivate
individuals to perform at their highest level and reward outstanding
achievement, (ii) maintain a portion of the executive total compensation at
risk, with payment of that portion tied to achievement of financial,
organizational and management performance goals, and (iii) encourage executives
to manage from the perspective of owners with an equity stake in the Company.
The Compensation Committee currently uses salary, incentive cash bonus awards
and long-term stock-based incentives to meet these goals.

  BASE SALARY. The base salary component of total compensation is primarily
designed to attract, motivate, reward and retain highly skilled executives and
to compensate executives competitively within the industry and the marketplace.
In establishing base salaries of executive officers, the Compensation Committee
evaluates each executive's salary history, scope of responsibility at the
Company, prior experience, past performance for the Company, expected
contribution to the Company's future success and recommendations from
management. The Compensation Committee also takes into account the salaries for
similar positions at comparable companies in the Company's industry, based on
each individual Committee member's industry experience, and the position of each
executive officer's base pay relative to the total compensation package,
including cash incentives and long-term incentives. In making its salary
decisions, the Compensation Committee exercised its discretion and judgment
based upon these factors. No specific formula was applied to determine the
weight of each factor.

  INCENTIVE CASH BONUSES. Each executive officer's annual bonus is based on
qualitative and quantitative factors and is intended to motivate and reward
executive officers by directly linking the amount of the bonus to performance
targets. In addition, incentive bonuses for executive officers are intended to
reflect the Compensation Committee's belief that the compensation of each
executive officer should be contingent upon the overall performance of the
Company. To carry out this philosophy, the Board of Directors reviews and
approves the financial goals for the fiscal year. The Compensation Committee
then evaluates the overall performance of the Company and approves performance
bonuses based on the extent to which the goals of the Board of Directors have
been achieved.

  LONG-TERM INCENTIVE COMPENSATION. The Compensation Committee views stock
option grants as an important component of its long-term, performance-based
compensation philosophy. The Company considers long-term incentives to its Chief
Executive Officer and its other executive officers. The purpose of such option
grants is to attract and retain the best employee talent available and to create
a direct link between executive compensation and the long-term performance of
the Company. The Compensation Committee believes that stock options directly
motivate its executive officers to maximize long-term shareholder value. The
options also utilize vesting periods that encourage key executives to continue
in the employ of the Company. All options granted to executive officers to date
have been granted at the fair market value of the Company's Common Stock on the
date of grant. Accordingly, the option will provide a return to the executive
officer only if he or she remains in the Company's employ, and then only if the
market price of the Company's Common Stock appreciates over the option term. The
Board of Directors and/or the Compensation Committee consider the grant of each
option subjectively, considering factors such as the individual performance of
the executive officer and the anticipated contribution of the executive officer
to the attainment of the Company's long-term strategic performance goals. During
fiscal 2000, the Board of Directors and/or the Compensation Committee, in their
discretion, did not make option grants to the CEO or executive officers.

                                       7
<PAGE>

CEO COMPENSATION. On December 13, 1998, Mr. Ginsburg was appointed the Chief
Executive Officer of the Company. At Mr. Ginsburg's request, his initial
compensation consisted of base salary in the amount of $1, plus reimbursement of
expenses.  In addition, an entity affiliated with Mr. Ginsburg received a
warrant to purchase up to 1,548,460 shares of the Common Stock of the Company in
connection with the commencement of his employment. The warrant was intended to
induce Mr. Ginsburg to join the Company as its new Chairman of the Board and
Chief Executive Officer and to place a significant portion of his total
compensation at risk.  Effective August 1, 1999, Mr. Ginsburg's annual salary
was established at $125,000 each for the Company and StarGuide, resulting in a
total annual salary of $250,000 subsequent to the January 2001 merger with
StarGuide.

  On July 22, 1999, Mr. Devine was appointed the Chief Executive Officer of the
Company. Effective August 1, 1999, Mr. Devine's annual salary was established at
$125,000 each for the Company and StarGuide, resulting in a total annual salary
of $250,000 subsequent to the January 2001 merger with StarGuide. Mr. Devine's
compensation was based on his experience and responsibility as well as
compensation offered to similarly situated executives.

  TAX LIMITATION. Under the Federal tax laws, a publicly held company such as
the Company will not be allowed a federal income tax deduction for compensation
paid to certain executive officers to the extent that compensation exceeds $1
million per officer in any year. To qualify for an exemption from the $1 million
deduction limitation, the shareholders were asked to approve a limitation under
the Company's 1992 Stock Option Plan on the maximum number of shares of Common
Stock for which any one participant may be granted stock options per calendar
year. Because this limitation was adopted, any compensation deemed paid to an
executive officer when he or she exercises an outstanding option under the 1992
Stock Option Plan with an exercise price equal to the fair market value of the
option shares on the grant date will qualify as performance-based compensation
that will not be subject to the $1 million limitation. Since the cash
compensation paid to the Company's executive officers for the 2000 fiscal year
did not exceed the $1 million limit per officer and it is not expected that the
cash compensation to be paid to any executive officer for the 2001 fiscal year
will exceed this limit, the Committee will defer any decision on whether to
limit the dollar amount of all other compensation payable to the Company's
executive officers to the $1 million cap.

                COMPENSATION COMMITTEE:

                   Scott K. Ginsburg
                Lawrence D. Lenihan, Jr.
                    David M. Kantor


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  The members of the Compensation Committee are Messrs. Ginsburg, Lenihan and
Kantor.  Other than Mr. Ginsburg, the Company's Chairman of the Board and former
Chief Executive Officer, none of these individuals was at any time during 2000,
or at any other time, an officer or employee of the Company.

  No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of the Company's Board of Directors or Compensation
Committee.

STOCK PERFORMANCE TABLE

  The table set forth below compares the cumulative total shareholder return on
the Company's Common Stock between February 6, 1996 (the date the Company's
Common Stock commenced public trading) and December 31, 2000 with the cumulative
total return of (i) the Nasdaq Non-Financial Stocks Index and (ii) the Nasdaq
Computer and Data Processing Services Stocks Index, over the same period. This
table assumes the investment of $100.00 on February 6, 1996 in the Company's
Common Stock, the Nasdaq Non-Financial Stocks Index and the Nasdaq Computer and
Data Processing Services Stocks Index, and assumes the reinvestment of
dividends, if any.

  The comparisons shown in the table below are based upon historical data. The
Company cautions that the stock price performance shown in the table below is
not indicative of, nor intended to forecast, the potential future

                                       8
<PAGE>

performance of the Company's Common Stock. Information used in the graph was
obtained from the CRSP Total Return Index published by Nasdaq and SG Cowen,
sources believed to be reliable, but the Company is not responsible for any
errors or omissions in such information.


<TABLE>
CRSP Total Returns Index for:                         02/1996  12/1996  12/1997  12/1998  12/1999  12/2000
----------------------------------------------------  -------  -------  -------  -------  -------  -------
<S>                                                   <C>      <C>      <C>      <C>      <C>      <C>
Digital Generation Systems, Inc.                        100.0     74.4     22.2     49.4     63.3     18.9
Nasdaq Non-Financial Stocks                             100.0    116.9    136.9    201.0    393.7    229.4
Nasdaq Computer and Data Processing Stocks SIC          100.0    120.7    148.2    264.5    581.7    268.0
 7370-7379 US & Foreign
</TABLE>


<TABLE>
                                                       02/1996   12/1996   12/1997   12/1998   12/1999   12/2000
                                                      --------  --------  --------  --------  --------  --------
<S>                                                   <C>       <C>       <C>       <C>       <C>       <C>
Digital Generation Systems, Inc.                      $    100  $     74  $     22  $     49  $     63  $     19
Nasdaq Non-Financial Stocks                           $    100       117       137       201       394       229
Nasdaq Computer and Data Processing Stocks SIC        $    100       121       148       265       582       268
 7370-7379 US & Foreign
</TABLE>

  The Company effected its initial public offering of Common Stock on February
6, 1996. For purposes of this presentation, the Company has assumed that the
initial public offering price of $11.00 per share would have been the closing
price on February 5, 1996, the day prior to the commencement of trading.

  Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this report
or future filings made by the Company under those statutes, the Compensation
Committee Report and Stock Performance Graph shall not be deemed filed with the
Securities and Exchange Commission and shall not be deemed incorporated by
reference into any of those prior filings or into any future filings made by the
Company under those statutes.

                                       9
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth, as of January 31, 2001 (except where otherwise
noted), certain information with respect to shares beneficially owned by (i)
each person who is known by the Company to be the beneficial owner of more than
five percent of the Company's outstanding shares of Common Stock, (ii) each of
the Company's directors and the executive officers named in the Summary
Compensation Table and (iii) all current directors and executive officers as a
group. Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Under this rule, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the right to
acquire shares (for example, upon exercise of an option or warrant) within sixty
(60) days of the date as of which the information is provided; in computing the
percentage ownership of any person, the amount of shares is deemed to include
the amount of shares beneficially owned by such person (and only such person) by
reason of such acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in the following table does not necessarily
reflect the person's actual voting power at any particular date.  The following
table includes the effect of StarGuide shares that were converted into Common
Stock of the Company as a result of the merger on January 18, 2001.


                                                     Shares Beneficially Owned
                                                   as of January 31, 2001 (1)(2)
                                                   -----------------------------

                                                    Number of         Percentage
        Beneficial Owner                             Shares            of Class
        --------------------------                 ------------      -----------
        Scott Ginsburg (3)                         31,900,285           41.8%
        Moon Doggie Family Partnership
        17340 Club Hill Drive
        Dallas, Texas 75248

        Entities and individuals associated with    5,195,603            7.5%
        Pequot Capital Management, Inc. (4)
        354 Pequot Avenue
        Southport, Connecticut 06490

        C.D.A.S., Inc. (5)                          5,362,503            7.7%
        2897 Granite Pointe Court
        Reno, NV 89511

        Matthew E. Devine (6)                       2,347,260            3.3%
        Omar A. Choucair (7)                          449,427               *
        Dan F. Dent (8)                               101,563               *
        Bernard L. Fleitman                               304               *
        Lawrence D. Lenihan, Jr. (9)                5,207,965            7.5%
        Michael G. Linnert (10)                     3,052,335            4.4%
        David M. Kantor (11)                            5,973               *
        Cappy R. McGarr (12)                              695               *
        Jeffrey A. Dankworth (10)                   5,452,808            7.8%
        Erie L. Bernthal                              693,975            1.0%
        Robert J. Schlegel (12)                           695               *
        Kevin Howe (12)                                   695               *
        All current directors and
        executive officers as a group              59,772,086           75.7%

        *Less than 1% of the outstanding shares of Common Stock.

(1)  Except as indicated in the footnotes to this table and pursuant to
     applicable community property laws, the persons named in the table have
     sole voting and investment power with respect to all shares of Common
     Stock.  To the Company's knowledge, the entities named in the table have
     sole voting and investment power with respect to all shares of Common Stock
     shown as beneficially owned by them. Unless otherwise indicated, the
     business address of each beneficial owner listed is 5221 North O'Connor
     Boulevard, Suite 950, Irving, Texas 75039.

                                       10
<PAGE>

(2)  The number of shares of Common Stock deemed outstanding as of January 31,
     2001 was 69,433,984. The number of beneficially owned shares includes
     shares issuable pursuant to stock options and warrants that may be
     exercised within sixty days after January 31, 2001.

(3)  Based on a filing with the Securities and Exchange Commission, dated
     January 22, 2001, indicating beneficial ownership as of such date. Includes
     22,028,594 shares held in the name of Scott K. Ginsburg and 2,920,134
     shares held in the name of Moon Doggie Family Partnership, L.P. Scott K.
     Ginsburg, the Company's Chairman of the Board, is the sole general partner
     of Moon Doggie Family Partnership, L.P.  Includes options exercisable into
     433,300 shares of Common Stock, warrants issued to Moon Doggie Family
     Partnership, L.P. exercisable into 3,008,527 shares of Common Stock and
     warrants issued to Scott K. Ginsburg exercisable into 3,509,730 shares of
     Common Stock.

(4)  Includes 375,367 shares held in the name of Pequot Offshore Private Equity
     Fund, Inc., 2,964,740 shares held in the name of Pequot Private Equity
     Fund, L.P., 823,902 shares held in the name of Pequot International Fund,
     Inc. and 823,902 shares held in the name of Pequot Partners Fund, L.P.
     Pequot Capital Management, Inc. is the investment advisor to Pequot
     Offshore Private Equity Fund, Inc., Pequot Private Equity Fund, L.P.,
     Pequot International Fund, Inc. and Pequot Partners Fund, L.P. (the "Pequot
     Funds") and may be deemed to beneficially own all of such shares. Pequot
     Capital Management, Inc. acquired beneficial ownership of such shares from
     Dawson-Samberg Capital Management, Inc., the former investment advisor to
     the Pequot Funds. On January 1, 1999, Dawson-Samberg Capital Management,
     Inc. spun-off a portion of its investment management business to Pequot
     Capital Management, Inc., including the beneficial ownership of all of such
     shares formerly held by Dawson-Samberg Capital Management, Inc. Lawrence D.
     Lenihan, Jr., a member of the Company's Board of Directors, is a principal
     and minority shareholder of Pequot Capital Management, Inc. Mr. Lenihan
     disclaims beneficial ownership of all shares held or beneficially owned by
     or through such entity. Includes warrants exercisable into 207,692 shares
     of Common Stock.

(5)  Based on a filing with the Securities and Exchange Commission, dated
     January 31, 2001, indicating beneficial ownership as of such date.

(6)  Includes options exercisable into 1,132,317 shares of Common Stock and
     warrants exercisable into 303,310 shares of Common Stock.

(7)  Includes options exercisable into 348,901 shares of Common Stock and
     warrants exercisable into 86,660 shares of Common Stock.

(8)  Includes options exercisable into 101,563 shares of Common Stock.

(9)  Includes 5,195,603 shares beneficially owned by affiliated entities of
     Pequot Capital Management, Inc., of which Mr. Lenihan disclaims beneficial
     ownership as set forth in footnote 4 above. Includes options exercisable
     into 12,362 shares of Common Stock.

(10) Includes 2,930,699 shares and warrants exercisable into 115,385 shares of
     Common Stock beneficially owned by Technology Crossover Ventures, of which
     Mr. Linnert disclaims beneficial ownership except to the extent of his
     pecuniary interests therein. Includes options exercisable into 6,251 shares
     of Common Stock.

(11) Includes options exercisable into 5,973 shares of Common Stock.

(12) Includes options exercisable into 695 shares of Common Stock.

(13) Includes options exercisable into 86,660 shares of Common Stock.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  In December 1998 the Company issued warrants in connection with a private
placement of securities by the Company to the Company's Chairman of the Board,
and other investors. Certain of these warrants had performance hurdles that were
required to be met in order for the warrants to become exercisable. On November
30, 2000, the Compensation Committee voted to amend the terms of warrants to
remove these

                                       11
<PAGE>

performance hurdles, which resulted in a new measurement date for accounting
purposes. As a result of the change in terms of the warrants outstanding at
November 30, 2000, the Company recorded a $990,000 charge to accumulated deficit
for the increase in fair value associated with the modified warrants.

  During January 2001, DG Systems completed its merger with StarGuide Digital
Networks, Inc. ("StarGuide") pursuant to the Agreement and Plan of Merger by and
among DG Systems, SG Nevada Merger Sub Inc., a wholly owned subsidiary of DG
Systems ("Merger Sub"), and StarGuide.  In this merger, the holders of StarGuide
Common Stock received for each share of StarGuide Common Stock approximately
1.7332 shares of Company Common Stock, and the holders of Company Common Stock
continued to hold their shares. The following table summarizes the number of
Common Shares of the Company issued to directors and executive officers as a
result of the merger.

<TABLE>
<CAPTION>

                                                # of Common
          Name                                  Shares Issued
          ----                                  -------------
<S>                                             <C>
     Scott K. Ginsburg                             20,702,178
     Matthew E. Devine                                779,940
     Omar A. Choucair                                  13,866
     Jeffrey A. Dankworth                           5,366,148
     Eric L. Bernthal                                 693,280
</TABLE>

                                       12
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                      DIGITAL GENERATION SYSTEMS, INC.

Dated:  April 30, 2001                By:   /S/  MATTHEW E. DEVINE
                                          ------------------------
                                          Matthew E. Devine
                                          Chief Executive Officer


  In accordance with the requirements of the Securities Exchange Act of 1934,
this Amendment was signed below by the following persons on behalf of the
Registrant and in the capacities and dates indicated.


<TABLE>
<CAPTION>
Signature                                                   Title                              Date
---------------------------------------  -------------------------------------------  -----------------------
<S>                                      <C>                                          <C>
/s/  SCOTT K. GINSBURG                              Chairman of the Board                 April 30, 2001
---------------------------------------  and Director (Principal Executive Officer)
Scott K. Ginsburg

                   *                                Chief Executive Officer                April 30, 2001
---------------------------------------                  And Director
Matthew E. Devine


                   *                        Chief Financial Officer and Director          April 30, 2001
---------------------------------------      (Principal Financial and Accounting
Omar A. Choucair                                        Officer)


                   *                               Chief Operating Officer                April 30, 2001
---------------------------------------
Dan. F. Dent

                   *                                      Director                        April 30, 2001
---------------------------------------
David M. Kantor

                   *                                      Director                        April 30, 2001
---------------------------------------
Michael G. Linnert

                   *                                      Director                        April 30, 2001
---------------------------------------
Lawrence D. Lenihan, Jr.

                   *                                      Director                        April 30, 2001
---------------------------------------
Cappy McGarr

                   *                                      Director                        April 30, 2001
---------------------------------------
Jeffrey A. Dankworth

                   *                                      Director                        April 30, 2001
---------------------------------------
Eric L. Bernthal

                   *                                      Director                        April 30, 2001
---------------------------------------
Robert J. Schlegel

                   *                                      Director                        April 30, 2001
---------------------------------------
Kevin Howe
</TABLE>

                                       13