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: December 19, 2001
Date of earliest event reported: December 10, 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
INFORMATION INCUDED IN THIS REPORT
Items 1 through 4, and items 6, 8 and 9 Not Applicable.
ITEM 5. OTHER EVENTS.
On December 10, 2001, Sonic Solutions announced that Sanshin Electronics Co.,
Ltd. made a $1 million equity investment in Sonic Solutions on December 3, 2001.
Sanshin acquired 250,000 shares of Series E preferred stock convertible into
common stock at $4.00 per share which carries a cumulative dividend of 4%
annually until such time as the shares of Series E Preferred Stock have been
converted in shares of common stock.
In addition to the equity investment, Sonic Solutions and Sanshin Electronics
Co. Ltd., agreed to extend Sanshin's current Distributor Agreement with the
Company.
Forward looking statements made in this periodic report on Form 8-K,
including those in the press release attached hereto as exhibit 99.1, that are
not statements of historical fact are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward looking
statements involve risks and uncertainties, some of which are more fully
described in our filings with the Securities and Exchange Commission, including
the Registration Statement filed on November 8, 2001.
ITEM 7. EXHIBITS.
3.1 Certificate of Determination of Series E Preferred Stock of
Sonic Solutions, effective as of November 28, 2001
10.1 Preferred Stock Purchase Agreement by and between Registrant
and Sanshin Electronics Co., Ltd., dated as of November 28,
2001
10.2 Registration Rights Agreement between Registrant and Sanshin
Electonics Co., Ltd., dated as of November 28, 2001
99.1 Press Release dated December 10, 2001
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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 hereunto duly authorized, in the City of Novato, State
of California, on the 19th day of December, 2001.
SONIC SOLUTIONS
Signature Date
--------- ----
/s/ Robert J. Doris December 19, 2001
-------------------
Robert J. Doris
President and Director (Principal
Executive Officer)
/s/ A. Clay Leighton December 19, 2001
--------------------
A. Clay Leighton
Senior Vice President of Worldwide
Operations and Finance and Chief
Financial Officer (Principal Financial
Accounting Officer)
EXHIBIT INDEX
Exhibit Description
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3.1 Certificate of Determination of Series E Preferred Stock of Sonic
Solutions, effective as of November 28, 2001
10.1 Preferred Stock Purchase Agreement by and between Registrant and
Sanshin Electronics Co., Ltd., dated as of November 28, 2001
10.2 Registration Rights Agreement between Registrant and Sanshin
Electronics Co., Ltd., dated as of November 28, 2001
99.1 Press Release dated December 10, 2001
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