Attached files
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| EX-99.7 - SONIC SOLUTIONS/CA/ | v206146_ex99-7.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 7,
2010
SONIC
SOLUTIONS
(Exact
name of registrant as specified in its charter)
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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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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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On
October 7, 2010, Sonic Solutions (“Sonic” or the “Company”) completed the
acquisition of DivX, Inc. (the “Merger”) as contemplated by the Agreement and
Plan of Merger, dated as of June 1, 2010, among Sonic, Siracusa Merger
Corporation, Siracusa Merger LLC and DivX, as amended by Amendment No. 1
thereto, dated August 25, 2010 (as amended, the “Merger Agreement”) as
previously reported in the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on October 13, 2010 (the “Initial
Report”). In accordance with Item 9.01(a)(4) of Form 8-K, the Company
hereby amends and restates Items 9.01 (b) and (c) of the Initial Report and the
Exhibit Index to the Initial Report in their entirety as follows:
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Item
9.01
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Financial
Statements and Exhibits
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(b)
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Pro
Forma Financial Information
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The
following pro forma financial information is incorporated herein by reference to
Exhibit 99.7 to this Amendment No. 1 on Form 8-K/A:
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·
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Unaudited
pro forma condensed combined balance sheet of the Company as of June 30,
2010;
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·
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Unaudited
pro forma condensed combined statement of operations of the Company for
the fiscal year ended March 31, 2010 and the three months ended June 30,
2010; and
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·
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Notes
to unaudited pro forma condensed combined financial statements of the
Company.
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(c)
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Exhibits
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See
Exhibit Index attached hereto.
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:
December 21, 2010
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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
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EXHIBIT
INDEX
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Exhibit
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Description
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2.1
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Agreement
and Plan of Merger dated June 1, 2010; incorporated by reference to
Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC
on June 2, 2010
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2.2
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Amendment
No. 1, dated August 25, 2010, to the Agreement and Plan of Merger dated
June 1, 2010; incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8K filed with the SEC on August 26,
2010
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3.1
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Restated
Bylaws, effective as of October 7, 2010; previously filed with the Initial
Report
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10.1
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Sonic
Solutions 2010 Inducement Equity Compensation Plan; previously filed with
the Initial Report
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10.2
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Sonic
Solutions 2004 Equity Compensation Plan, Amended and Restated July 2010;
incorporated by reference to Annex G to the Company’s joint proxy
statement filed with the SEC on September 8, 2010
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99.1
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Press
Release issued October 8, 2010 with respect to completion of the Merger;
previously filed with the Initial Report
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99.2
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Press
Release dated October 8, 2010 with respect to inducement option grants;
previously filed with the Initial Report
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99.3
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Press
Release dated October 13, 2010 with respect to appointment of
directors
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99.4
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Report
of Ernst & Young, LLP, independent registered public accounting firm;
incorporated by reference to DivX’s Annual Report on Form 10-K (File No.
001-33029) for the fiscal year ended December 31, 2009
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99.5
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Audited
consolidated balance sheets of DivX as of December 31, 2008 and 2009 and
the consolidated statements of income, consolidated statements of
stockholders’ equity and consolidated statements of cash flows of DivX for
each of the three years in the period ended December 31, 2009;
incorporated by reference to DivX’s Annual Report on Form 10-K (File No.
001-33029) for the fiscal year ended December 31, 2009
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99.6
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Unaudited
consolidated balance sheet of DivX as of June 30, 2010 and the unaudited
consolidated statements of income and consolidated statements of cash
flows of DivX for the three and six months ended June 30, 2010, and the
notes related thereto; incorporated by reference to DivX’s Quarterly
Report on Form 10-Q (File No. 001-33029) for the fiscal quarter ended June
30, 2010
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99.7
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The
unaudited pro forma condensed combined balance sheet of the Company as of
June 30, 2010, the unaudited pro forma condensed combined statement of
operations of the Company for the fiscal year ended March 31, 2010 and the
three months ended June 30, 2010, and the notes related
thereto
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