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): February 8, 2006
SONIC SOLUTIONS
(Exact name of registrant as specified in its charter)
California 23190 93-0925818
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of organization) 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
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 8, 2006, Sonic Solutions (the "Company") issued a press release
announcing the results of its third quarter ended December 31, 2005. A copy of
the press release, dated February 8, 2006, is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto
are being furnished and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The information in this Item 2.02 of Form 8-K
and Exhibit 99.1 shall not be incorporated by reference into any registration
statement or other document filed pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
ITEM 4.02(A). NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
On February 6, 2006, members of the Company's senior management met with
the Audit Committee of the Board of Directors to discuss management's
recommendation to restate certain of the Company's previously issued financial
results to correct an error in the Company's estimate of Research and
Development tax credits available to the Company. After reviewing the pertinent
facts, the Audit Committee concurred with senior management in its conclusion
that the Company's interim financial statements for the quarters ended June 30,
2005 and September 30, 2005 should not be relied upon.
As a result of completing and filing its federal and California income tax
returns for the fiscal year ended March 31, 2005, the Company revised its
estimate of the Research and Development tax credits which it was entitled as a
result of identifying an oversight in the compilation of the amounts applicable
to the credit calculation. The effect of this revision was an increase in
deferred tax assets associated with these tax credits of $1,891,000, and a
corresponding benefit to its provision for income taxes for the first quarter
ended June 30, 2005, because certain reserves against these and other deferred
tax assets were released into income during that quarter. The effect of this
revision increased the Company's earnings per share for that quarter from the
$0.15 previously reported to $0.21. The impact of this revision is reflected in
the results for the nine months ended December 31, 2005 provided herewith. The
Company plans to file amended Quarterly Reports on Form 10-Q for the first and
second quarters ended June 30, 2005 and September 30, 2005, originally filed
with the Securities and Exchange Commission on August 15, 2005 and November 9,
2005, respectively, to reflect this change.
Members of the Company's senior management and the Audit Committee have
discussed these matters with the Company's independent registered public
accounting firm.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit Description
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99.1 Press Release of Sonic Solutions dated February 8, 2006
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 thereunto duly authorized.
SONIC SOLUTIONS
By: /s/ David C. Habiger
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Name: David C. Habiger
Title: President and Chief Executive Officer
(Principal Executive Officer)
Date: February 8, 2006