- Filing of certain prospectuses and communications in connection with business combination transactions (425)
June 04 2010 - 6:01AM
Edgar (US Regulatory)
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 3, 2010
SONIC
SOLUTIONS
(Exact
name of registrant as specified in its charter)
California
|
23190
|
93-0925818
|
(State
or other jurisdiction of
organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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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)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(415)
893-8000
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):
|
ý
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
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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¨
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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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¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On June
3, 2010, Sonic Solutions (“Sonic”) issued a press release regarding its
financial results for the fourth fiscal quarter ended March 31, 2010
and the full fiscal year 2010. A copy of the press release, dated
June 3, 2010, is attached hereto as Exhibit 99.1.
The
information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is
being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Item 2.02 of Form 8-K and
Exhibit 99.1 shall not be incorporated by reference into any registration
statement or other document filed pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
ADDITIONAL
INFORMATION
In
connection with the proposed merger of DivX, Inc. (“DivX”) into a wholly owned
subsidiary of Sonic, Sonic intends to file a proxy statement and other relevant
materials with the Securities and Exchange Commission (“SEC”). 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, and it is not a substitute for
any proxy statement or other filings that may be made with 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 and its corporate
website (
www.sonic.com
) or
DivX and its corporate website (
www.divx.com
).
Sonic and
its directors, executive officers and other members of management may be deemed
to be soliciting proxies from shareholders in favor of the DivX
transaction. Investors and shareholders may obtain more detailed
information regarding the direct and indirect interests in the transaction of
persons who may, under the rules of the SEC, be considered participants in the
solicitation of these shareholders in connection with the transaction 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 may be found in its definitive proxy statement filed with the SEC on
October 1, 2009 and in its Annual Report on Form 10-K for the year ended March
31, 2010, which is expected to be filed by June 7, 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 Sonic.
Please
see above under Item 2.02.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The
following exhibit is furnished with this Current Report on Form
8-K:
Exhibit
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Description
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99.1
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Press
Release of Sonic Solutions dated June 3,
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.
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SONIC
SOLUTIONS
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|
|
|
|
|
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By:
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/s/ Paul
F. Norris
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|
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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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|
|
|
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Date:
June 3, 2010
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