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 |
For the fiscal year ended March 31, 2010
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 72870
SONIC SOLUTIONS
(Exact name of registrant as specified in its charter)
| California | 93-0925818 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
7250 Redwood Boulevard, Suite 300 Novato, California | 94945 | |
| (Address of principal executive offices) | (Zip Code) | |
415-893-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Name of each exchange on which registered | |
| Common Stock, no par value | The Nasdaq Stock Market LLC |
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
| Explanatory Note | 2 | |
| Exhibits and Financial Statement Schedules | 3 | |
| Signatures | 6 |
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.
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Item 15. Exhibits and Financial Statement Schedules
(a) Exhibits:
| Exhibit | Note | Title | ||
| 3.1 | (20) | Restated Articles of Incorporation | ||
| 3.2 | (21) | Amended and Restated By-Laws | ||
| 4.1 | (1) | Specimen Common Stock Certificate | ||
| 10.1 | (2) | Lease Agreement between Golden Gate Plaza and Registrant, dated January 26, 1995 | ||
| 10.2 | (13) | Amendment to Lease Agreement between Golden Gate Plaza and Registrant, dated November 20, 2000 | ||
| 10.3 | (12) | Tri-Partite Agreement between Roxio, Inc., Registrant and Entrust, Inc., dated December 17, 2004 | ||
| 10.4 | (12) | Third Amendment to Lease between C&B Ventures-Napa Two LLC and Registrant, dated February 4, 2005 | ||
| 10.5 | (4) | Distribution Agreement between Registrant and Daikin Industries, Ltd., dated February 27, 2001 | ||
| 10.6 | (1) | Form of Indemnity Agreement | ||
| 10.7 | (3) | 1998 Stock Option Plan (compensatory plan) | ||
| 10.8 | (9) | Sonic Solutions 2004 Equity Compensation Plan | ||
| 10.9 | (9) | Sonic Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for Robert J. Doris and Stock Option Award Agreement | ||
| 10.10 | (9) | Sonic Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for Mary C. Sauer and Stock Option Award Agreement | ||
| 10.11 | (9) | Sonic Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for Robert Greber and Stock Option Award Agreement | ||
| 10.12 | (9) | Sonic Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for Peter Marguglio and Stock Option Award Agreement | ||
| 10.13 | (9) | Sonic Solutions 2004 Equity Compensation Plan Notice of Stock Option Award for Warren R. Langley and Stock Option Award Agreement | ||
| 10.14 | (10) | Sonic Solutions 2004 Stock Incentive Plan | ||
| 10.15 | (14) | Sonic Solutions 2005 Stock Incentive Plan (Non-U.S. Employees) | ||
| 10.16 | (15) | Third Sublease Amending Agreement between Entrust, Inc. and Sonic Solutions dated July 5, 2006 | ||
| 10.17 | (16) | Executive Employment Agreement, effective as of January 23, 2007, by and between Sonic Solutions and David C. Habiger | ||
| 10.18 | (16) | Executive Employment Agreement, effective as of January 23, 2007, by and between Sonic Solutions and A. Clay Leighton | ||
| 10.19 | (16) | Executive Employment Agreement, effective as of January 23, 2007, by and between Sonic Solutions and Mark Ely | ||
| 10.20 | (17) | Amended and Restated Executive Employment Agreement, effective as of February 25, 2008 hereof, by and between Sonic Solutions and Paul F. Norris | ||
| 10.21 | (18) | Board of Directors Compensation Policy, effective as of June 12, 2008 | ||
| 10.22 | (19)‡ | 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. | ||
| 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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| 10.24 | (22) | Executive Employment Agreement, effective as of March 18, 2008, by and between Sonic Solutions and Matthew DiMaria. | ||
| 21.1 | (23) | List of subsidiaries | ||
| 23.1 | (24) | Consent of Armanino McKenna, LLP, Independent Registered Public Accounting Firm | ||
| 23.2 | (25) | Consent of BDO Seidman, LLP, LLP, Independent Registered Public Accounting Firm | ||
| 31.1 | * | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | ||
| 31.2 | * | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | ||
| 32.1 | (26) | Section 1350 Certification of Chief Executive Officer | ||
| 32.2 | (27) | Section 1350 Certification of Chief Financial Officer |
| Note | Title | |
| ‡ | Confidential treatment has been requested for portions of this exhibit. | |
| * | Filed herewith. | |
| (1) | Incorporated by reference to exhibits to Registration Statement on Form S-1 effective February 10, 1994. | |
| (2) | Incorporated by reference to exhibits to Annual Report on Form 10-K for the fiscal year ended March 31, 1996. | |
| (3) | Incorporated by reference to Appendix A to the Registrant s Definitive Proxy Statement filed on July 21, 1998. | |
| (4) | Incorporated by reference to exhibits to Current Report on Form 8-K filed on March 14, 2001. | |
| (5) | Incorporated by reference to exhibits to Current Report on Form 8-K filed on December 19, 2001. | |
| (6) | Incorporated by reference to exhibits to Current Report on Form 8-K filed on November 20, 2002. | |
| (7) | Incorporated by reference to Exhibit 3.5 to Report on Form 10-Q filed on November 12, 2003. | |
| (8) | Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on March 1, 2004. | |
| (9) | Incorporated by reference to exhibits to Current Report on Form 8-K filed on September 13, 2004. | |
| (10) | Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. | |
| (11) | Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed December 23, 2004. | |
| (12) | Incorporated by reference to exhibits to Quarterly Report on Form 10-Q for the quarter ended December 31, 2004. | |
| (13) | Incorporated by reference to exhibits to Registration Statement on Form S-1 effective May 21, 2001. | |
| (14) | Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended March 31, 2005. | |
| (15) | Incorporated by reference to Exhibit 10.1 to Report on Form 10-Q filed on August 14, 2006. | |
| (16) | Incorporated by reference to exhibits to Current Report on Form 8-K filed on January 24, 2007. | |
| (17) | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 25, 2008. | |
| (18) | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 16, 2008. | |
| (19) | 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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| (20) | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 12, 2010. | |
| (21) | Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 12, 2010. | |
| (22) | Incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K for the year ended March 31, 2010. | |
| (23) | Incorporated by reference to Exhibit 21.1 to Annual Report on Form 10-K for the year ended March 31, 2010. | |
| (24) | Incorporated by reference to Exhibit 23.1 to Annual Report on Form 10-K for the year ended March 31, 2010. | |
| (25) | Incorporated by reference to Exhibit 23.2 to Annual Report on Form 10-K for the year ended March 31, 2010. | |
| (26) | Incorporated by reference to Exhibit 32.1 to Annual Report on Form 10-K for the year ended March 31, 2010. | |
| (27) | 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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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.
| SONIC SOLUTIONS | ||
| By: | /s/ David C. Habiger | |
David C. Habiger President and Chief Executive Officer | ||
| By: | /s/ Paul F. Norris | |
Paul F. Norris Executive Vice President, Chief Financial Officer and General Counsel | ||
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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. | ||
| 31.1 | * | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | ||
| 31.2 | * | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
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