Attached files
| file | filename |
|---|---|
| EX-31.2 - SONIC SOLUTIONS/CA/ | v191461_ex31-2.htm |
| EX-31.1 - SONIC SOLUTIONS/CA/ | v191461_ex31-1.htm |
| EX-10.23 - SONIC SOLUTIONS/CA/ | v191461_ex10-23.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
Amendment
No. 1
(Mark
One)
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended March 31, 2010
OR
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
to
Commission
File Number: 72870
SONIC
SOLUTIONS
(Exact
name of registrant as specified in its charter)
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California
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93-0925818
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer
Identification
No.)
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7250
Redwood Boulevard, Suite 300
Novato,
California
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94945
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(Address
of principal executive offices)
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(Zip
Code)
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415-893-8000
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the
Act: None
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Title of each class
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Name of each exchange on which registered
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Common
Stock, no par value
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The
Nasdaq Stock Market LLC
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Securities
registered pursuant to Section 12(g) of the
Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No x
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 Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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 check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one).
Large
accelerated filer ¨ Accelerated
filer x Non-accelerated
filer ¨ 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 Common Stock held by non-affiliates of the registrant
(based upon the closing sale price on The Nasdaq Global Select Market on
September 30, 2009) was approximately $141.0 million. Shares held by
each executive officer, director and by each person who owns 10% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
The
number of outstanding shares of the registrant’s Common Stock on June 3, 2010
was 30,636,131.
DOCUMENTS
INCORPORATED BY REFERENCE: None
SONIC
SOLUTIONS
TABLE
OF CONTENTS
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Explanatory
Note
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2
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Exhibits
and Financial Statement Schedules
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3
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Signatures
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6
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EXPLANATORY
NOTE
Sonic
Solutions (“Sonic”) is filing this Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended March 31, 2010 solely to file a revised redacted
version of Exhibit 10.23 as an exhibit to the Form 10-K. Confidential portions
of the exhibit have been omitted and filed separately under a confidential
treatment request with the Securities and Exchange Commission. The Exhibit
10.23 filed with this Amendment No. 1 supersedes the Exhibit 10.23 filed as an
exhibit to Amendment No. 1 to Sonic’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2009 filed with the Securities and Exchange Commission on
February 5, 2010. Sonic has also included a revised Item 15 (Exhibits and
Financial Statement Schedules) to reflect the filing of the revised Exhibit
10.23 in connection with this Amendment No. 1 on Form 10-K/A and to update the
incorporation by reference explanations with respect to Sonic’s Restated
Articles of Incorporation and Amended and Restated Bylaws, which were amended
and filed as exhibits to a Current Report on Form 8-K on July 12, 2010. This
Amendment No. 1 is not intended to update any information presented in Sonic’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2010 as
originally filed and all such other information in the original filing remains
unchanged.
2
Item
15. Exhibits and Financial Statement Schedules
(a) Exhibits:
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Exhibit
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Note
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Title
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||
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3.1
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(20)
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Restated
Articles of Incorporation
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3.2
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(21)
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Amended
and Restated By-Laws
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4.1
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(1)
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Specimen
Common Stock Certificate
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10.1
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(2)
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Lease
Agreement between Golden Gate Plaza and Registrant, dated January 26,
1995
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10.2
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(13)
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Amendment
to Lease Agreement between Golden Gate Plaza and Registrant, dated
November 20, 2000
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10.3
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(12)
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Tri-Partite
Agreement between Roxio, Inc., Registrant and Entrust, Inc., dated
December 17, 2004
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||
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10.4
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(12)
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Third
Amendment to Lease between C&B Ventures-Napa Two LLC and Registrant,
dated February 4, 2005
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||
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10.5
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(4)
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Distribution
Agreement between Registrant and Daikin Industries, Ltd., dated February
27, 2001
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||
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10.6
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(1)
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Form
of Indemnity Agreement
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10.7
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(3)
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1998
Stock Option Plan (compensatory plan)
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10.8
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(9)
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Sonic
Solutions 2004 Equity Compensation Plan
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10.9
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(9)
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Sonic
Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for
Robert J. Doris and Stock Option Award Agreement
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10.10
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(9)
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Sonic
Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for
Mary C. Sauer and Stock Option Award Agreement
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10.11
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(9)
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Sonic
Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for
Robert Greber and Stock Option Award Agreement
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10.12
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(9)
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Sonic
Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for
Peter Marguglio and Stock Option Award Agreement
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10.13
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(9)
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Sonic
Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for
Warren R. Langley and Stock Option Award Agreement
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10.14
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(10)
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Sonic
Solutions 2004 Stock Incentive Plan
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10.15
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(14)
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Sonic
Solutions 2005 Stock Incentive Plan (Non-U.S.
Employees)
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10.16
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(15)
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Third
Sublease Amending Agreement between Entrust, Inc. and Sonic Solutions
dated July 5, 2006
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||
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10.17
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(16)
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Executive
Employment Agreement, effective as of January 23, 2007, by and between
Sonic Solutions and David C. Habiger
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10.18
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(16)
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Executive
Employment Agreement, effective as of January 23, 2007, by and between
Sonic Solutions and A. Clay Leighton
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10.19
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(16)
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Executive
Employment Agreement, effective as of January 23, 2007, by and between
Sonic Solutions and Mark Ely
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10.20
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(17)
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Amended
and Restated Executive Employment Agreement, effective as of February 25,
2008 hereof, by and between Sonic Solutions and Paul F.
Norris
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10.21
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(18)
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Board
of Directors Compensation Policy, effective as of June 12,
2008
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10.22
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(19)‡
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General
Terms and Conditions entered into as of August 18, 2005 between Registrant
and Digital River, Inc., Reseller Agreement
effective as of August 18, 2005 between Registrant and Digital River,
Inc., and Amendment No. 2 to Digital River Reseller Agreement entered into
as of January 1, 2007 between Registrant and Digital River,
Inc.
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||
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10.23
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*‡
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Distribution
Agreement entered into as of March 28, 2002 between Registrant and Navarre
Distribution Services, Inc. , Letter dated December 17, 2004 from
Registrant to Navarre Distribution Services, Inc., Letter dated December
7, 2006 from Navarre Distribution Services, Inc. to Registrant, General
Terms and Conditions for Consignment Programs Rider dated September 11,
2007 to Computer Software Distribution Agreement between Registrant and
Navarre Distribution Services, Inc. and General
Terms and Conditions for Digital Distribution Rider dated March 28, 2002
to Distribution Agreement between Registrant and Navarre Distribution
Services, Inc.
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3
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10.24
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(22)
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Executive
Employment Agreement, effective as of March 18, 2008, by and between Sonic
Solutions and Matthew DiMaria.
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21.1
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(23)
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List
of subsidiaries
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23.1
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(24)
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Consent
of Armanino McKenna, LLP, Independent Registered Public Accounting
Firm
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23.2
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(25)
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Consent
of BDO Seidman, LLP, LLP, Independent Registered Public Accounting
Firm
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31.1
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*
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Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
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31.2
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*
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Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
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32.1
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(26)
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Section
1350 Certification of Chief Executive Officer
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32.2
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(27)
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Section
1350 Certification of Chief Financial
Officer
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Note
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Title
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‡
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Confidential
treatment has been requested for portions of this
exhibit.
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*
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Filed
herewith.
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(1)
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Incorporated
by reference to exhibits to Registration Statement on Form S-1 effective
February 10, 1994.
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(2)
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Incorporated
by reference to exhibits to Annual Report on Form 10-K for the fiscal year
ended March 31, 1996.
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(3)
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Incorporated
by reference to Appendix A to the Registrant s Definitive Proxy Statement
filed on July 21, 1998.
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(4)
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Incorporated
by reference to exhibits to Current Report on Form 8-K filed on March 14,
2001.
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(5)
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Incorporated
by reference to exhibits to Current Report on Form 8-K filed on December
19, 2001.
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(6)
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Incorporated
by reference to exhibits to Current Report on Form 8-K filed on November
20, 2002.
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(7)
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Incorporated
by reference to Exhibit 3.5 to Report on Form 10-Q filed on November 12,
2003.
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(8)
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Incorporated
by reference to Exhibit 99.1 to Current Report on Form 8-K filed on March
1, 2004.
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(9)
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Incorporated
by reference to exhibits to Current Report on Form 8-K filed on September
13, 2004.
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(10)
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Incorporated
by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004.
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(11)
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Incorporated
by reference to Exhibit 2.1 to Current Report on Form 8-K filed December
23, 2004.
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(12)
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Incorporated
by reference to exhibits to Quarterly Report on Form 10-Q for the quarter
ended December 31, 2004.
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(13)
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Incorporated
by reference to exhibits to Registration Statement on Form S-1 effective
May 21, 2001.
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(14)
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Incorporated
by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year
ended March 31, 2005.
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(15)
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Incorporated
by reference to Exhibit 10.1 to Report on Form 10-Q filed on August 14,
2006.
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(16)
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Incorporated
by reference to exhibits to Current Report on Form 8-K filed on January
24, 2007.
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(17)
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Incorporated
by reference to Exhibit 10.1 to Current Report on Form 8-K filed on
February 25, 2008.
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(18)
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Incorporated
by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June
16, 2008.
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(19)
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Incorporated
by reference to Exhibit 10.22 to Annual Report on Form 10-K/A for the
fiscal year ended March 31, 2009 filed on February 5,
2010.
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4
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(20)
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Incorporated
by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on July 12, 2010.
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(21)
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Incorporated
by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
filed on July 12, 2010.
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(22)
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Incorporated
by reference to Exhibit 10.24 to Annual Report on Form 10-K for the year
ended March 31, 2010.
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(23)
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Incorporated
by reference to Exhibit 21.1 to Annual Report on Form 10-K for the year
ended March 31, 2010.
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(24)
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Incorporated
by reference to Exhibit 23.1 to Annual Report on Form 10-K for the year
ended March 31, 2010.
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(25)
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Incorporated
by reference to Exhibit 23.2 to Annual Report on Form 10-K for the year
ended March 31, 2010.
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(26)
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Incorporated
by reference to Exhibit 32.1 to Annual Report on Form 10-K for the year
ended March 31, 2010.
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(27)
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Incorporated
by reference to Exhibit 32.2 to Annual Report on Form 10-K for the year
ended March 31, 2010.
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5
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto,
duly authorized on July 25, 2010.
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SONIC
SOLUTIONS
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By:
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/s/
David C. Habiger
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David
C. Habiger
President
and Chief Executive Officer
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By:
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/s/
Paul F. Norris
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Paul
F. Norris
Executive
Vice President,
Chief
Financial Officer and General
Counsel
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6
EXHIBITS
|
10.23
|
*‡
|
Distribution
Agreement entered into as of March 28, 2002 between Registrant and Navarre
Distribution Services, Inc. , Letter dated December 17, 2004 from
Registrant to Navarre Distribution Services, Inc., Letter dated December
7, 2006 from Navarre Distribution Services, Inc. to Registrant, General
Terms and Conditions for Consignment Programs Rider dated September 11,
2007 to Computer Software Distribution Agreement between Registrant and
Navarre Distribution Services, Inc. and General
Terms and Conditions for Digital Distribution Rider dated March 28, 2002
to Distribution Agreement between Registrant and Navarre Distribution
Services, Inc.
|
||
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31.1
|
*
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
||
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31.2
|
*
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
7