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): September 3, 2004
ROXIO, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-32373 | | 77-0551214 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification Number) |
Roxio, Inc.
455 El Camino Real
Santa Clara, CA 95050
(Address of principal executive offices)
Registrant’s telephone number, including area code: (408) 367-3100
Not Applicable
(Former name or former address, if changed since last report.)
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ 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))
ITEM 8.01 OTHER EVENTS.
Certain pro forma financial information of Roxio, Inc. (“Roxio”) is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This pro forma financial information was prepared to give pro forma effect to the proposed sale to Sonic Solutions of substantially all of the assets and liabilities constituting Roxio’s Consumer Software Division pursuant to an Asset Purchase Agreement between Roxio, Inc. and Sonic Solutions, dated as of August 9, 2004 and includes:
| | • | Unaudited pro forma condensed consolidated balance sheet as of June 30, 2004; |
| | • | Unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2004; |
| | • | Unaudited pro forma condensed consolidated statement of operations for the fiscal years ended March 31, 2004, March 31, 2003 and March 31, 2002; and |
| | • | Notes to unaudited pro forma condensed consolidated financial statements. |
ADDITIONAL INFORMATION
Roxio, Inc. investors and security holders are advised to read the proxy statement provided in connection with the 2004 Annual Meeting of Stockholders when it becomes available and other relevant documents filed with the Securities and Exchange Commission, because they will contain important information on the proposed transaction. You will be able to obtain documents filed with the SEC free of charge at the SEC’s web site at www.sec.gov. In addition, you may also obtain documents filed by Roxio, Inc. by requesting them in writing from Roxio, Inc., 455 El Camino Real, Santa Clara, CA 95050, Attn: Secretary.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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| 2.1 | | Asset Purchase Agreement between the Company and Sonic Solutions, dated August 9, 2004 (1) |
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| 99.1 | | Pro forma financial information of Roxio, Inc. |
(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 10, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 3, 2004
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Roxio, Inc. | | |
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(Registrant) | | |
By: | | /S/ WILLIAM E. GROWNEY, JR. |
Name: | | William E. Growney, Jr. |
Title: | | Secretary |
EXHIBIT INDEX
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| 2.1 | | Asset Purchase Agreement between the Company and Sonic Solutions, dated August 9, 2004 (1) |
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| 99.1 | | Pro forma financial information of Roxio, Inc. |
(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 10, 2004.
