- Filing of certain prospectuses and communications in connection with business combination transactions (425)
July 28 2010 - 6:03AM
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): July 27, 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
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)
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(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))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01. OTHER EVENTS.
On July
27, 2010, Sonic Solutions (“Sonic”) issued a press release regarding its planned
release, on August 4, 2010, of financial results for the quarter ended June 30,
2010. Members of Sonic’s management team will lead a conference call
to discuss the results that day at 2:15 p.m. (PDT) (5:15 p.m.
(EDT)). Immediately following that call, members of Sonic’s and DivX,
Inc.’s management teams will host a joint conference call and webcast to discuss
the proposed merger between the two companies. A copy of the press
release, dated July 27, 2010, is attached hereto as Exhibit 99.1.
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).
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 filed with the SEC on 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.
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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|
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99.1
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Press
Release of Sonic Solutions dated July 27,
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)
|
|
Date:
July 28, 2010
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