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 15, 2007
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 15, 2007, Sonic Solutions (the "Company") issued a press
release regarding its selected preliminary financial results for the third
quarter ended December 31, 2006. A copy of the press release, dated February 15,
2007, is attached hereto as Exhibit 99.1.
The Company's selected preliminary results and guidance may be adjusted
as a result of possible restatement of historical results. As previously
announced on February 1, 2007, the Company has commenced a voluntary review of
its historical and current stock option grant practices and related accounting.
Based on the review, the audit committee and company management have
preliminarily concluded that, under applicable accounting guidance, the Company
lacks sufficient documentation for certain historical option grants and that the
measurement dates associated with these option grants will need to be adjusted.
Further, as previously announced, the audit committee, after consultation with
management and the Company's board of directors, has determined that the
Company's annual and interim financial statements may no longer be relied upon.
The Company believes it will have to record additional non-cash charges
for stock-based compensation expense and restate previous financial statements,
and that such charges will be material. The Company is not yet able to determine
the amount of such charges or the resulting tax and accounting impact of these
actions. The Company intends to file its restated financial results and related
periodic reports as quickly as possible.
All results and guidance reported in Exhibit 99.1 are presented without
taking into account any adjustments to either current or previously reported
results that may be required in connection with any restatement and should be
considered preliminary until the Company files its quarterly report on Form 10-Q
for the third quarter ended December 31, 2006 and any required amended
historical financial statements. Investors are cautioned that Sonic is unable to
provide reconciliations to corresponding U.S. Generally Accepted Accounting
Principles ("GAAP") measures for the non-GAAP information provided in this press
release due to the ongoing options practice and accounting review. The non-GAAP
information includes those measures that exclude stock based compensation costs
and/or other expenses that would otherwise be included in the applicable GAAP
measures.
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 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
d. 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 15, 2007
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SIGNATURES
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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 15, 2007
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