- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 04 2010 - 4:18PM
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): August 4, 2010
SONIC
SOLUTIONS
(Exact
name of registrant as specified in its charter)
California
|
23190
|
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))
|
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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 August
4, 2010, Sonic Solutions (“Sonic”) issued a press release regarding its
financial results for the first fiscal quarter ended June 30, 2010. The press
release and management commentary are attached hereto as Exhibits 99.1 and 99.2,
respectively.
The
information in this Item 2.02 of Form 8-K and Exhibits 99.1 and
99.2 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 Exhibits 99.1 and 99.2 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).
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
8.01. OTHER EVENTS.
Please
see above under Item 2.02.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The
following exhibits are 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 August 4, 2010
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|
|
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99.2
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Management's
commentary on financial results for the first fiscal quarter ended June
30, 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:
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Paul
F. Norris
|
|
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Title:
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Executive
Vice President,
Chief
Financial Officer and General Counsel
(Principal
Financial Officer)
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|
|
|
|
Date: August
4, 2010
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