S-8

As filed with the Securities and Exchange Commission on May 18, 2011

Registration No. 333-                 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

DOLBY LABORATORIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	90-0199783
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

100 Potrero Avenue

San Francisco, California 94103-4813

(415) 558-0200

(Address including zip code, and telephone number, including area code, of principal executive offices)

2005 STOCK PLAN

(Full title of the plans)

Andy Sherman, Esq.

Executive Vice President, General Counsel and Secretary

Dolby Laboratories, Inc.

100 Potrero Avenue

San Francisco, California 94103-4813

(415) 558-0200

(Name, address, and telephone number, including area code, of agent for service)

Copy to:

Mark B. Baudler, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304-1050

(650) 493-9300

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.

Large accelerated filer     x		Accelerated filer    ¨
Non-accelerated filer    ¨	(Do not check if a smaller reporting company)	Smaller reporting company    ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock $0.001 par value	9,000,000 shares	$48.00 (2)	$432,000,000.00 (2)	$50,155.20

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable under the applicable plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A common stock.

(2) Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933 solely for the purpose of calculating the registration fee, based upon $48.00, the average of the high and low prices of the Registrant’s Class A common stock on May 16, 2011, as reported on the New York Stock Exchange.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement registers additional shares of Class A Common Stock of Dolby Laboratories, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2005 Stock Plan. Accordingly, the contents of (i) the previous Registration Statement on Form S-8 (File No. 333-122908) filed by us with the Securities and Exchange Commission (the “SEC”) on February 18, 2005 and (ii) the previous Registration Statement on Form S-8 (File No. 333-150804) filed by us with the SEC on May 9, 2008 are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the SEC by the Registrant are hereby incorporated by reference into this Registration Statement:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 24, 2010 filed with the SEC on November 22, 2010.

(2) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2010 filed with the SEC on February 9, 2011.

(3) The Registrant’s Current Report on Form 8-K filed with the SEC on September 27, 2010.

(4) The Registrant’s Current Report on Form 8-K filed with the SEC on October 5, 2010.

(5) The Registrant’s Current Report on Form 8-K filed with the SEC on November 5, 2010.

(6) The Registrant’s Current Report on Form 8-K filed with the SEC on December 8, 2010.

(7) The Registrant’s Current Report on Form 8-K filed with the SEC on February 8, 2011.

(8) The Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2011.

(9) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2011 filed with the SEC on May 10, 2011.

(10) The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on February 9, 2005, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or superseded such statement.

Item 8. Exhibits.

			Incorporated by Reference Herein
Exhibit Number		Description	Form	Date
	5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
	23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
	23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1)

			Incorporated by Reference Herein
Exhibit Number		Description	Form		Date
	24.1	Power of Attorney (contained on signature page hereto)
	99.1	2005 Stock Plan, as amended and restated		Current Report on Form 8-K		February 8, 2011
	99.2	Form of Stock Option Agreement under the 2005 Stock Plan		Quarterly Report on Form 10-Q		August 11, 2005
	99.3	Form of Executive Stock Option Agreement under the 2005 Stock Plan		Current Report on Form 8-K		June 17, 2005
	99.4	Form of Stock Option Agreement - International under the 2005 Stock Plan		Quarterly Report on Form 10-Q		April 30, 2009
	99.5	Form of Restricted Stock Unit Agreement – U.S. under the 2005 Stock Plan		Current Report on Form 8-K		November 20, 2007
	99.6	Form of Restricted Stock Unit Agreement – U.K. under the 2005 Stock Plan		Quarterly Report on Form 10-Q		April 30, 2009
	99.7	Form of Restricted Stock Unit Agreement – Non-U.S. under the 2005 Stock Plan		Quarterly Report on Form 10-Q		February 3, 2010

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Dolby Laboratories, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 18th day of May, 2011.

DOLBY LABORATORIES, INC.
By:	/s/ Kevin J. Yeaman
	Kevin J. Yeaman President and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Yeaman and Murray J. Demo, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connections therewith, with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Peter Gotcher Peter Gotcher	Chairman of the Board	May 18, 2011
/s/ Kevin J. Yeaman Kevin J. Yeaman	President, Chief Executive Officer and Director (Principal Executive Officer)	May 18, 2011
/s/ Murray J. Demo Murray J. Demo	Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	May 18, 2011
/s/ David Dolby David Dolby	Director	May 18, 2011
/s/ Nicholas Donatiello, Jr. Nicholas Donatiello, Jr.	Director	May 18, 2011
/s/ Ted W. Hall Ted W. Hall	Director	May 18, 2011
/s/ N. W. Jasper, Jr. N. W. Jasper, Jr.	Director	May 18, 2011
/s/ Sanford Robertson Sanford Robertson	Director	May 18, 2011
/s/ Roger Siboni Roger Siboni	Director	May 18, 2011
/s/ Avadis Tevanian, Jr. Avadis Tevanian, Jr.	Director	May 11, 2011

INDEX TO EXHIBITS

			Incorporated by Reference Herein
Exhibit Number		Description	Form		Date
	5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
	23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
	23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1)
	24.1	Power of Attorney (contained on signature page hereto)
	99.1	2005 Stock Plan, as amended and restated		Current Report on Form 8-K		February 8, 2011
	99.2	Form of Stock Option Agreement under the 2005 Stock Plan		Quarterly Report on Form 10-Q		August 11, 2005
	99.3	Form of Executive Stock Option Agreement under the 2005 Stock Plan		Current Report on Form 8-K		June 17, 2005
	99.4	Form of Stock Option Agreement - International under the 2005 Stock Plan		Quarterly Report on Form 10-Q		April 30, 2009
	99.5	Form of Restricted Stock Unit Agreement – U.S. under the 2005 Stock Plan		Current Report on Form 8-K		November 20, 2007
	99.6	Form of Restricted Stock Unit Agreement – U.K. under the 2005 Stock Plan		Quarterly Report on Form 10-Q		April 30, 2009
	99.7	Form of Restricted Stock Unit Agreement – Non-U.S. under the 2005 Stock Plan		Quarterly Report on Form 10-Q		February 3, 2010

EX-5.1

Exhibit 5.1

May 17, 2011

Dolby Laboratories, Inc.

100 Potrero Avenue

San Francisco, California 94103-4813

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Dolby Laboratories, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 9,000,000 shares of your Class A common stock, par value $0.001 per share (the “Shares”), reserved for issuance under the 2005 Stock Plan (the “Plan”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ WILSON SONSINI GOODRICH & ROSATI, P.C.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Dolby Laboratories, Inc.:

We consent to the use of our reports dated November 18, 2010, with respect to the consolidated balance sheets of Dolby Laboratories, Inc. and subsidiaries as of September 24, 2010, and September 25, 2009, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 24, 2010, and the effectiveness of internal control over financial reporting as of September 24, 2010, incorporated herein by reference.

Our report on the consolidated financial statements refers to changes in the Company’s method of accounting for uncertainty in income taxes at the beginning of fiscal year 2008, and method of accounting for multiple-element revenue arrangements at the beginning of fiscal 2010 resulting from the adoption of new accounting pronouncements.

/s/ KPMG LLP

San Francisco, California

May 16, 2011