Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended September 30, 2011
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: 001-32431
DOLBY LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 90-0199783 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 100 Potrero Avenue San Francisco, CA |
94103-4813 | |
| (Address of principal executive offices) | ( Zip Code) |
(415) 558-0200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Class A common stock, $0.001 par value | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
Class B common stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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. ¨
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer x |
Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting common equity held by non-affiliates of the registrant as of April 1, 2011 was $2.1 billion. This calculation excludes the shares of Class A and Class B common stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the combined shares of Class A and Class B common stock outstanding at April 1, 2011. This calculation does not reflect a determination that such persons are affiliates for any other purposes.
On November 9, 2011 the registrant had 51,438,773 shares of Class A common stock and 57,297,554 shares of Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2012 Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended September 30, 2011. Except with respect to information specifically incorporated by reference in this Form 10-K, the Definitive Proxy Statement is not deemed to be filed as part of this Form 10-K.
EXPLANATORY NOTE
Dolby Laboratories, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended September 30, 2011 solely to correct the date on the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, have been re-executed and re-filed or refurnished as of the date of this Amendment No. 1. This Amendment No. 1 does not modify or update any other information set forth in the Annual Report on Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| 1. | Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K. |
| 2. | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K |
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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.
Date: November 29, 2011
| DOLBY LABORATORIES, INC. | ||
| By: | /S/ MURRAY J. DEMO | |
| Murray J. Demo | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE | ||
| /S/ KEVIN J. YEAMAN Kevin J. Yeaman |
President, Chief Executive Officer and Director (Principal Executive Officer) |
November 29, 2011 | ||
| /S/ MURRAY J. DEMO Murray J. Demo |
Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) |
November 29, 2011 | ||
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INDEX TO EXHIBITS
| Exhibit |
Description |
Incorporated by Reference Herein | ||||
| Form |
Date | |||||
| 2.1* | Asset Contribution Agreement dated November 19, 2004, by and between the Registrant, Dolby Laboratories Licensing Corporation, Ray Dolby individually, Ray Dolby as Trustee for the Ray Dolby Trust under the Dolby Family Trust instrument dated May 7, 1999, and Ray and Dagmar Dolby Investments L.P. | Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1 | December 30, 2004 | |||
| 3.1 | Amended and Restated Certificate of Incorporation | Registration Statement on Form S-1 (No. 333-120614), Amendment No. 2 | January 19, 2005 | |||
| 3.2 | Form of Amended and Restated Bylaws | Quarterly Report on Form 10-Q | April 30, 2009 | |||
| 4.1 | Form of Registrant’s Class A Common Stock Certificate | Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1 | December 30, 2004 | |||
| 4.2 | Form of Registrant’s Class B Common Stock Certificate | Registration Statement on Form 8-A | January 25, 2006 | |||
| 10.1* | Form of Indemnification Agreement entered into between the Registrant and its Directors and Officers | Registration Statement on Form S-1 (No. 333-120614) | November 19, 2004 | |||
| 10.2* | 2000 Stock Incentive Plan, as amended | Registration Statement on Form S-1 (No. 333-120614), Amendment No. 3 | January 31, 2005 | |||
| 10.3* | 2005 Stock Plan, as amended and restated | Annual Report on Form 10-K | November 23, 2011 | |||
| 10.4* | Employee Stock Purchase Plan (“ESPP”) as amended and restated | Quarterly Report on Form 10-Q | February 4, 2009 | |||
| 10.5* | 2011 Dolby Executive Annual Incentive Plan | Current Report on Form 8-K | November 5, 2010 | |||
| 10.6* | Forms of Stock Option Agreements under the 2000 Stock Incentive Plan | Registration Statement on Form S-1 (No. 333-120614) | November 19, 2004 | |||
| 10.7* | Form of Stock Option Agreement under the 2005 Stock Plan | Quarterly Report on Form 10-Q | August 11, 2005 | |||
| 10.8* | Form of Stock Option Agreement under the 2005 Stock Plan | Current Report on Form 8-K | June 17, 2005 | |||
| 10.9* | Form of Stock Option Agreement – International under the 2005 Stock Plan | Quarterly Report on Form 10-Q | August 4, 2011 | |||
| 10.10* | Form of Subscription Agreement under the ESPP - U.S. Employees | Annual Report on Form 10-K | November 19, 2009 | |||
| 10.11* | Form of Subscription Agreement under the ESPP - Non-U.S. Employees | Annual Report on Form 10-K | November 23, 2011 | |||
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| Exhibit |
Description |
Incorporated by Reference Herein | ||||
| Form |
Date | |||||
| 10.12* | Separation Agreement and Release dated October 4, 2010, by and between Dolby Laboratories, Inc., a Delaware corporation, and Mark S. Anderson | Quarterly Report on Form 10-Q | February 9, 2011 | |||
| 10.13* | At-Will Employment, Proprietary Rights, Non-Disclosure and No Conflicts-of-Interest Agreement, dated November 19, 2004, by and between Ray Dolby and Dolby Laboratories, Inc. | Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1 | December 30, 2004 | |||
| 10.14* | Employment Agreement dated February 24, 2009, by and between Dolby Laboratories, Inc., a Delaware corporation, and Kevin Yeaman | Quarterly Report on Form 10-Q | April 30, 2009 | |||
| 10.15* | Services Agreement by and between Peter Gotcher and Dolby Laboratories, Inc. | Quarterly Report on Form 10-Q | May 10, 2011 | |||
| 10.16* | Offer Letter dated April 21, 2009, by and between Murray J. Demo and Dolby Laboratories, Inc., a California corporation | Quarterly Report on Form 10-Q | July 30, 2009 | |||
| 10.17* | Lease for 100 Potrero Avenue, San Francisco, California | Quarterly Report on Form 10-Q | February 8, 2006 | |||
| 10.18* | First Amendment to Lease for 100 Potrero Avenue, San Francisco, California | Quarterly Report on Form 10-Q | May 4, 2006 | |||
| 10.19* | Lease for 130 Potrero Avenue, San Francisco, California | Quarterly Report on Form 10-Q | February 8, 2006 | |||
| 10.20* | Lease for 140 Potrero Avenue, San Francisco, California | Quarterly Report on Form 10-Q | February 8, 2006 | |||
| 10.21* | Lease for 999 Brannan Street, San Francisco, California | Registration Statement on Form S-1 (No. 333-120614) | November 19, 2004 | |||
| 10.22* | Lease for 175 South Hill Drive, Brisbane, California | Registration Statement on Form S-1 (No. 333-120614) | November 19, 2004 | |||
| 10.23* | Lease for 3601 West Alameda Avenue, Burbank, California | Registration Statement on Form S-1 (No. 333-120614) | November 19, 2004 | |||
| 10.24* | Lease for Wootton Bassett, England facility | Registration Statement on Form S-1 (No. 333-120614) | November 19, 2004 | |||
| 10.25* | Lease for Interface Business Park, Bincknoll Lane, Wootton Bassett, Wiltshire | Annual Report on Form 10-K | November 22, 2010 | |||
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| Exhibit |
Description |
Incorporated by Reference Herein | ||||
| Form |
Date | |||||
| 10.26* | License to Carry Out Work Relating to Premises at Interface Business Park, Bincknoll Lane, Wootton Bassett, Wiltshire | Annual Report on Form 10-K | November 22, 2010 | |||
| 10.27† | License Agreement effective January 1, 1992 by and between GTE Laboratories Incorporated and Dolby Laboratories Licensing Corporation | Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1 | December 30, 2004 | |||
| 10.28 | Amendment No. 2 to the License Agreement effective January 1, 1992 by and between GTE Laboratories Incorporated (now known as Verizon Corporate Services Corp.) and Dolby Laboratories Licensing Corporation | Quarterly Report on Form 10-Q | February 4, 2009 | |||
| 10.29* | Form of Restricted Stock Unit Agreement—U.S. under the 2005 Stock Plan | Current Report on Form 8-K | November 20, 2007 | |||
| 10.30* | Form of Restricted Stock Unit Agreement—U.K. under the 2005 Stock Plan | Quarterly Report on Form 10-Q | April 30, 2009 | |||
| 10.31* | Form of Restricted Stock Unit Agreement—Non-U.S. under the 2005 Stock Plan | Quarterly Report on Form 10-Q | August 4, 2011 | |||
| 10.32* | Letter Agreement dated December 4, 2010, by and between Dolby Laboratories, Inc., a Delaware corporation, and Ray Dolby | Quarterly Report on Form 10-Q | February 9, 2011 | |||
| 10.33* | Offer letter by and between Andy Sherman and Dolby Laboratories, Inc. | Quarterly Report on Form 10-Q | May 10, 2011 | |||
| 10.34* | Consulting Agreement by and between David Dolby and Dolby Laboratories, Inc. | Quarterly Report on Form 10-Q | May 10, 2011 | |||
| 21.1 | List of significant subsidiaries of the Registrant | Annual Report on Form 10-K | November 23, 2011 | |||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | Annual Report on Form 10-K | November 23, 2011 | |||
| 24.1 | Power of Attorney | Annual Report on Form 10-K | November 23, 2011 | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act | |||||
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| Exhibit |
Description |
Incorporated by Reference Herein | ||||
| Form |
Date | |||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act | |||||
| 32.1‡ | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act | |||||
| 101.INS‡ | XBRL Instance Document | Annual Report on Form 10-K | November 23, 2011 | |||
| 101.SCH‡ | XBRL Taxonomy Extension Schema Document | Annual Report on Form 10-K | November 23, 2011 | |||
| 101.CAL‡ | XBRL Taxonomy Extension Calculation Linkbase Document | Annual Report on Form 10-K | November 23, 2011 | |||
| 101.DEF‡ | XBRL Extension Definition | Annual Report on Form 10-K | November 23, 2011 | |||
| 101.LAB‡ | XBRL Taxonomy Extension Label Linkbase Document | Annual Report on Form 10-K | November 23, 2011 | |||
| 101.PRE‡ | XBRL Taxonomy Extension Presentation Linkbase Document | Annual Report on Form 10-K | November 23, 2011 | |||
| * | Denotes a management contract or compensatory plan or arrangement. |
| † | Confidential treatment has been granted for portions of this exhibit. |
| ‡ | Furnished herewith |
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