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): May 17, 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:
|_| 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 May 17, 2007, Sonic Solutions (the "Company") issued a press release
regarding its selected preliminary financial results for the fourth quarter
ended March 31, 2007. A copy of the press release, dated May 17, 2007, is
attached hereto as Exhibit 99.1.
The Company's selected preliminary results and guidance may be adjusted
as a result of the expected 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 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 cash and
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 annual report on Form 10-K
for the fiscal year ended March 31, 2007, its quarterly report on Form 10-Q for
the third quarter ended December 31, 2006 and any required restatement of
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.
As previously announced, on April 23, 2007, the Company received a
letter from a Nasdaq Listing Qualifications Panel (the "Panel") notifying the
Company that the Panel had granted the Company's request for continued listing
of its securities on the Nasdaq Global Select Market. The Company's continued
listing is subject to certain conditions, including: (1) on or before June 20,
2007, the Company must file its Form 10-Q for the quarter ended December 31,
2006, as well as any required restatements; (2) on or before July 23, 2007, the
Company must hold its 2006 annual shareholder meeting; and (3) the Company must
provide Nasdaq with additional information regarding the Company's previously
announced voluntary review of its historical and current stock option grant
practices and related accounting. The Company is currently unable to determine
if it will be able to satisfy the conditions specified by the Panel by their
respective deadlines. Should the Company be unable to meet the conditions set
forth in the Panel's decision, there can be no assurance that Nasdaq will grant
an additional extension of time or that the Company's securities will continue
to be listed on The Nasdaq Stock Market.
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 May 17, 2007
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: May 17, 2007