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: March 14, 2001
Date of earliest event reported: February 27, 2001
SONIC SOLUTIONS
(Exact name of registrant as specified in its charter)
California 72870 93-0925818
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
101 Rowland Way, Suite 110 Novato, CA 94945
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 893-8000
Exhibit Index on Page 4.
1
INFORMATION INCLUDED IN THIS REPORT
Item 1, items 3 through 6, and items 8 through 9 Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 2001, Sonic Solutions, a California corporation (the
"Registrant") entered into an Asset Purchase Agreement with Daikin Industries,
Ltd., a Japanese corporation (the "Seller") whereby on that date the Registrant
acquired the Seller's DVD Software Development Business (the "Acquisition"). In
return for the assets sold, the Seller received 395,000 shares of Common Stock
and 700,000 shares of Preferred Stock of Registrant.
To determine the consideration paid to the Seller for the Acquisition,
the Registrant considered such factors as the value added to the Registrant's
business, the potential long-term benefits to the Registrant, and the managerial
and technical strengths that would ensue as a result of the Acquisition.
As a consequence of the Acquisition, the Registrant acquired all the
Seller's DVD related products and intellectual property rights. Additionally,
the Registrant acquired tangible assets such as furniture, computers and other
electronic assets, some of which will continue to be used specifically in the
acquired DVD Software Development Business while others will be used in the
Registrant's general DVD authoring tool business.
In connection with the Asset Purchase Agreement, the Registrant and the
Seller entered into a fourteen month Distribution Agreement whereby the Seller
was appointed as the Registrant's exclusive distributor in Japan. During the
term of the Distribution Agreement, the Seller committed to placing minimum
purchase orders of 260,000,000 yen of the Registrant's DVD products.
A finder was paid 100,000 shares of the Registrant's Common Stock in
connection with the Acquisition. The finder and the Seller were granted
registration rights covering the shares issued in connection with the
Acquisition. A further description of the Acquisition is contained in the press
release attached as Exhibit 99.1 to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The financial statements will be filed within 60 days after the
last date that this Report must be filed with the Securities and Exchange
Commission.
(b) The pro forma financial information will be filed within 60 days
after the last date that this Report must be filed with the Securities and
Exchange Commission.
2
(c) EXHIBITS: The following documents are filed as exhibits to this
report:
Exhibit Description
------- -------------------------------------------------------------
2.1 Asset Purchase Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
3.1 Certificate of Determination of Series D Preferred Stock of
Sonic Solutions
10.1 Shareholder Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
10.2 Registration Rights Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
10.3 Consulting Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
10.4 Distribution Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
99.1 Press Release dated February 28, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, Sonic Solutions, has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Novato,
State of California, on the 14th day of March, 2001.
SONIC SOLUTIONS
Signature Date
--------- ----
/s/ Robert J. Doris March 14, 2001
- -------------------
Robert J. Doris
President and Director (Principal Executive Officer)
/s/ A. Clay Leighton March 14, 2001
- --------------------
A. Clay Leighton
Senior Vice President of Worldwide Operations and Finance
and Chief Financial Officer (Principal Financial
Accounting Officer)
3
EXHIBIT INDEX
Exhibit Description
------- -------------------------------------------------------------
2.1 Asset Purchase Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
3.1 Certificate of Determination of Series D Preferred Stock of
Sonic Solutions
10.1 Shareholder Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
10.2 Registration Rights Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
10.3 Consulting Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
10.4 Distribution Agreement between Registrant and Daikin
Industries, Ltd., dated as of February 27, 2001
99.1 Press Release dated February 28, 2001
4