Attached files
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EX-10.2 - SONIC SOLUTIONS/CA/ | v187114_ex10-2.htm |
EX-1.1 - SONIC SOLUTIONS/CA/ | v187114_ex1-1.htm |
EX-99.1 - SONIC SOLUTIONS/CA/ | v187114_ex99-1.htm |
EX-10.1 - SONIC SOLUTIONS/CA/ | v187114_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 1, 2010
SONIC
SOLUTIONS
(Exact
name of registrant as specified in its charter)
California
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23190
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93-0925818
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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organization)
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7250 Redwood Blvd., Suite 300,
Novato, CA
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94945
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number,
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(415) 893-8000
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including area code:
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101
Rowland Way, Suite 110, Novato, CA
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94945
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(Former
Name or Former Address, if
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(Zip
Code)
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Changed
Since Last Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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x
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement
On June
1, 2010, Sonic Solutions (“Sonic Solutions”) and DivX, Inc. (“DivX”) entered
into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which
DivX and Sonic will combine their businesses through the merger of DivX with a
newly formed, wholly owned subsidiary of Sonic Solutions (the
“Merger”).
At the
effective time of the Merger (the “Effective Time”), by virtue of the Merger and
without any action on the part of any stockholder, each share of DivX common
stock issued and outstanding immediately prior to the Effective Time will be
converted into the right to receive 0.514 shares of Sonic Solutions common stock
and $3.75 in cash.
The
Merger Agreement contains customary representations, warranties and covenants of
Sonic Solutions and DivX including, among others, covenants (1) to use
commercially reasonable efforts to conduct their respective businesses in the
ordinary course during the interim period between the execution of the Merger
Agreement and consummation of the Merger, (2) not to engage in specified
types of transactions during such period, and (3) in DixX’s case, not to
solicit proposals relating to alternative business combination transactions or,
subject to specified exceptions, enter into discussions or provide confidential
information in connection with proposals for alternative business combination
transactions.
Sonic
Solutions’ and DivX’s obligations to consummate the Merger are subject to the
satisfaction or waiver of customary conditions, including (1) requisite
approvals of the stockholders of Sonic Solutions and DivX, (2) the absence
of any law or order prohibiting the consummation of the Merger, (3) the
declaration by the U.S. Securities and Exchange Commission (the “SEC”) of the
effectiveness of the registration statement relating to the shares of Sonic
Solutions common stock to be issued to DivX stockholders pursuant to the Merger
Agreement, (4) the expiration or termination of applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
(5) the absence of any material adverse effect with respect to either party
during the interim period between the execution of the Merger Agreement and
consummation of the Merger.
In
addition, each party’s obligation to consummate the Merger is subject to other
specified customary conditions, including (1) the accuracy of the
representations and warranties of the other party, subject to an overall
material adverse effect qualification, and (2) material compliance by the
other party with its covenants.
The board
of directors of Sonic Solutions and DivX have each unanimously approved the
Merger and the Merger Agreement and adopted resolutions recommending the
requisite stockholder approval for consummation of the Merger. Each of Sonic
Solutions and DivX has agreed to hold a stockholders’ meeting to submit these
matters to its stockholders for their consideration.
The
Merger Agreement provides each of Sonic Solutions and DivX with specified
termination rights. If the Merger Agreement is terminated under circumstances
specified in the Merger Agreement, DivX will be required to pay Sonic Solutions
a termination fee of $8.35 million.
The
foregoing description of the Merger and the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by
reference.
The
Merger Agreement contains representations and warranties that Sonic Solutions
and DivX made to each other as of specific dates. The assertions embodied in
those representations and warranties were made solely for purposes of the Merger
Agreement between Sonic Solutions and DivX and may be subject to important
qualifications and limitations agreed to by Sonic Solutions and DivX in
connection with negotiating its terms. Moreover, the representations and
warranties may be subject to a contractual standard of materiality that may be
different from what may be viewed as material to stockholders or may have been
used for the purpose of allocating risk between Sonic Solutions and DivX rather
than establishing matters as facts. For the foregoing reasons, no person should
rely on the representations and warranties as statements of factual information
at the time they were made or otherwise.
Stockholder
Voting Agreements
In
connection with the execution of the Merger Agreement, Sonic Solutions entered
into Stockholder Voting Agreements with each of DivX’s directors and executive
officers (the “DivX Stockholder Voting Agreements”), pursuant to which, among
other things, each such director and officer (1) agreed to vote his or her
shares of DivX common stock in favor of approval of the Merger and adoption of
the Merger Agreement and against the approval or adoption of any alternative
business combination transactions at each meeting of DivX’s stockholders during
the period prior to the expiration of the DivX Stockholder Voting Agreement,
(2) granted to Sonic Solutions a proxy to vote his or her shares of DivX
common stock in favor of approval of the Merger and adoption of the Merger
Agreement at each meeting of DivX’s stockholders prior to the expiration of the
DivX Stockholder Voting Agreement, (3) agreed not to solicit proposals
relating to alternative business combination transactions or, subject to
specified exceptions, enter into discussions or provide confidential information
in connection with proposals for alternative business combination transactions,
and (4) subject to specified exceptions, agreed not to transfer his or her
shares of DivX common stock prior to the expiration of the DivX Stockholder
Voting Agreement. Each of Sonic Solutions’ directors and executive officers
entered into Stockholder Voting Agreements with DivX (the “Sonic Solutions
Stockholder Voting Agreements”) containing terms that are similar to the terms
of the DivX Stockholder Voting Agreements with respect to his or her shares of
Sonic Solutions common stock.
The
foregoing description of the DivX Stockholder Voting Agreements and the Sonic
Solutions Stockholder Voting Agreements does not purport to be complete and is
qualified in its entirety by reference to the form of DivX Stockholder Voting
Agreement, which is filed as Exhibit 10.1 hereto, and to the form of Sonic
Solutions Stockholder Voting Agreement, which is filed as Exhibit 10.2 hereto,
each of which is incorporated herein by reference.
Additional
Information About the Proposed Transaction and Where You Can Find
It
This
press release is not a solicitation of a proxy, an offer to purchase nor a
solicitation of an offer to sell shares of Sonic Solutions, and it is not a
substitute for any proxy statement or other filings that may be made with the
Securities and Exchange Commission (the “SEC”) with respect to the transaction.
When such documents are filed with the SEC, investors will be urged to
thoroughly review and consider them because they will contain important
information. Any such documents, once filed, will be available free of charge at
the SEC's website (www.sec.gov) and from Sonic Solutions and its corporate
website (www.sonic.com) or DivX and its
corporate website (www.divx.com).
Sonic
Solutions, DivX and their respective directors, executive officers and other
members of their management may be deemed to be soliciting proxies from
shareholders of Sonic Solutions or DivX in favor of the
merger. Investors and stockholders may obtain more detailed
information regarding the direct and indirect interests in the merger of persons
who may, under the rules of the SEC, be considered participants in the
solicitation of these shareholders in connection with the merger by reading the
preliminary and definitive proxy statements regarding the merger, which will be
filed with the SEC. Information about the directors and executive officers of
Sonic Solutions may be found in its definitive proxy statement filed with the
SEC on October 1, 2009. Information about the directors and executive
officers of DivX may be found in its definitive proxy statement filed with the
SEC on April 20, 2010. These documents will be available free of charge once
available at the SEC's web site at www.sec.gov or by directing a request to
either Sonic Solutions or DivX.
Item 8.01 Other
Events.
On June
2, 2010, Sonic Solutions and DivX issued a joint press release announcing the
execution of the Merger Agreement, a copy of which is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
Item
9.01
Exhibits.
The
following exhibits are furnished with this Current Report on Form
8-K:
Exhibit
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Description
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1.1
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Agreement
and Plan of Merger dated June 1, 2010
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10.1
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Form
of DivX Stockholder Voting Agreement
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10.2
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Form
of Sonic Solutions Stockholder Voting Agreement
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99.1
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Press
Release dated June 2,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June
2, 2010
SONIC
SOLUTIONS
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By:
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/s/ Paul
F. Norris
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Name: Paul
F. Norris
Title: Executive
Vice President,
Chief
Financial Officer and General Counsel
(Principal
Financial
Officer)
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EXHIBIT
INDEX
Exhibit
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Description
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1.1
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Agreement
and Plan of Merger dated June 1, 2010
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10.1
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Form
of DivX Stockholder Voting Agreement
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10.2
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Form
of Sonic Solutions Stockholder Voting Agreement
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99.1
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Press
Release dated June 2,
2010
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