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EX-2.1 - SONIC SOLUTIONS/CA/ | v195274_ex2-1.htm |
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 25,
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
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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organization)
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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)
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Registrant's telephone number,
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(415) 893-8000
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including area code:
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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):
x
|
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)
|
o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement
On August
25, 2010, Sonic Solutions (“Sonic Solutions”), Siracusa Merger Corporation,
Siracusa Merger LLC and DivX, Inc. (“DivX”) entered into Amendment No. 1
(“Amendment No. 1”) to the Agreement and Plan of Merger (the “Merger Agreement”)
dated June 1, 2010. Pursuant to Amendment No. 1, In-the-Money
Company Options (as defined in Amendment No. 1) to acquire shares of DivX
common stock held by current DivX personnel who will not be continuing as
employees of Sonic Solutions after the completion of the merger of the two
companies will automatically be converted at the closing of the First
Merger (as defined in the Merger Agreement) into the right to receive the Merger
Consideration (as defined in the Merger Agreement) of $3.75 in cash and 0.514
shares of Sonic Solutions common stock, with cash paid in respect of fractional
shares, for each share of DivX common stock calculated to be issuable upon net
exercise of such options by reference to the formula set forth in Amendment No.
1.
The
foregoing summary of certain terms of the Amendment does not purport to be
complete, and is qualified in its entirety by reference to Amendment No. 1, a
copy of which is filed as Exhibit 2.1 hereto. The summary of the terms of
Amendment No. 1, as well as the text of Amendment No. 1included in this Form
8-K, are intended to provide information regarding the material terms of the
Amendment and are not intended to modify or supplement any factual disclosures
about DivX or Sonic Solutions contained in their respective reports or
statements filed with the SEC or other public information.
Additional
Information About the Proposed Transaction and Where You Can Find
It
This Form
8-K is not a solicitation of a proxy, an offer to purchase nor a solicitation of
an offer to sell shares of Sonic Solutions, and it is not a substitute for any
proxy statement or other filings that may be made with the Securities and
Exchange Commission (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
Solutions, DivX and their respective directors, executive officers and other
members of their management may be deemed to be soliciting proxies from
shareholders of Sonic Solutions or DivX in favor of the
merger. Investors and stockholders may obtain more detailed
information regarding the direct and indirect interests in the merger of persons
who may, under the rules of the SEC, be considered participants in the
solicitation of these shareholders in connection with the merger 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 Solutions 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. Information about
the directors and executive officers of DivX may be found in its definitive
proxy statement filed with the SEC on April 20, 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 either Sonic Solutions or
DivX.
Item
9.01
Exhibits.
The
following exhibit is furnished with this Current Report on Form
8-K:
Exhibit
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Description
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2.1
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Amendment
No. 1, dated August 25, 2010, to the Agreement and Plan of Merger dated
June 1, 2010
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2
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.
Date:
August 26, 2010
SONIC
SOLUTIONS
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By:
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/s/ Paul
F. Norris
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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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EXHIBIT
INDEX
Exhibit
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Description
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2.1
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Amendment
No. 1, dated August 25, 2010, to the Agreement and Plan of Merger dated
June 1, 2010
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3