- Post-Effective Amendment to an S-8 filing (S-8 POS)
February 22 2011 - 5:12PM
Edgar (US Regulatory)
Registration No. 333-73412
Registration No. 333-127627
Registration No. 333-169820
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-73412
FORM S-8
REGISTRATION STATEMENT NO. 333-127627
FORM S-8 REGISTRATION STATEMENT NO. 333-169820
UNDER THE SECURITIES ACT OF 1933
Sonic
Solutions
(Exact name of registrant as specified in its charter)
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California
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93-0925818
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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7250 Redwood Blvd., Suite 300
Novato, California 94945
(Address of principal executive offices, including zip code)
2000 STOCK OPTION PLAN
2004 EQUITY COMPENSATION PLAN
2004 STOCK INCENTIVE PLAN
2005 STOCK INCENTIVE PLAN (NON-U.S. EMPLOYEES)
SONIC SOLUTIONS 2004 EQUITY COMPENSATION PLAN, Amended and Restated July 2010
SONIC SOLUTIONS 2010 INDUCEMENT EQUITY COMPENSATION PLAN
(Full titles of the plans)
Alfred J. Amoroso
SONIC SOLUTIONS LLC
c/o Rovi Corporation
2830 De La Cruz Boulevard
Santa Clara, California 95050
(408) 562-8400
(Name, address, and telephone number, including area
code, of agent for service)
Copies to:
Jon
E. Gavenman
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Facsimile: (650) 849-7400
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated filer
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¨
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Accelerated filer
x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
Sonic Solutions (the Registrant) is filing this Post-Effective Amendment No. 1 to its Registration Statements on Form
S-8 to withdraw and remove from registration the unissued and unsold shares of the Registrants common stock, no par value per share (the Common Stock), issuable by the Registrant pursuant to its 2000 Stock Option Plan, 2004 Equity
Compensation Plan, 2004 Stock Incentive Plan, 2005 Stock Incentive Plan (Non-U.S. Employees), Sonic Solutions 2004 Equity Compensation Plan, Amended and Restated July 2010, and Sonic Solutions 2010 Inducement Equity Compensation Plan previously
registered by the Registrant pursuant to the following registration statements (collectively, the Registration Statements):
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Registration Statement on Form S-8 (No. 333-73412), pertaining to the registration of 6,750,000 shares of the Registrants common stock issuable
under the Registrants 2000 Stock Option Plan, which was filed with the Securities and Exchange Commission on November 15, 2001;
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Registration Statement on Form S-8 (No. 333-127627), pertaining to the registration of 5,000,000 shares of the Registrants common stock
issuable under the Registrants 2004 Equity Compensation Plan, 2004 Stock Incentive Plan, and 2005 Stock Incentive Plan (Non-U.S. Employees), which was filed with the Securities and Exchange Commission on August 17, 2005; and
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Registration Statement on Form S-8 (No. 333-169820), pertaining to the registration of 7,000,000 shares of the Registrants common stock
issuable under the Registrants Sonic Solutions 2004 Equity Compensation Plan, Amended and Restated July 2010, and Sonic Solution 2010 Inducement Equity Compensation Plan, which was filed with the Securities and Exchange Commission on October
8, 2010.
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On February 17, 2011, Sparta Acquisition Sub, Inc., a wholly-owned subsidiary of Rovi
Corporation (Rovi), merged (the First Merger) with and into the Registrant, with the Registrant being the surviving corporation (the Surviving Corporation) in the First Merger, and on February 18, 2011,
the Surviving Corporation subsequently merged with and into Sparta Acquisition Sub II LLC, a wholly-owned subsidiary of Rovi (Merger Sub II), with Merger Sub II being the surviving corporation following the second merger (the
Second Merger) as a wholly-owned subsidiary of Rovi. In connection with the Second Merger, the name of Merger Sub II was changed to Sonic Solutions LLC.
As a result of the First Merger, the Registrant became a wholly-owned subsidiary of Rovi and, accordingly, the Registrant has terminated all offerings of the Registrants securities pursuant to its
existing registration statements, including the above referenced Registration Statements. Pursuant to the undertakings contained in such Registration Statements to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statements which remained unsold as of the effective time of the First Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing an amendment on Form S-8
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Clara, State of California, on February 22, 2011.
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SONIC SOLUTIONS LLC
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By:
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/s/ Alfred J. Amoroso
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Alfred J. Amoroso
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements has
been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Alfred J.
Amoroso
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President, Chief Executive Officer and Manager
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February 22, 2011
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Alfred J. Amoroso
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/s/ Stephen
Yu
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Manager
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February 22, 2011
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Stephen Yu
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