-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZrbjdRgwpPe9+IKRv5Scu/hJMMzOlTIiAvf6N/Wmh9zrOP81do1YhF4qqMk+nhb Pl1AkMsDuAt03FuzBfJgfg== 0000936392-07-000507.txt : 20070611 0000936392-07-000507.hdr.sgml : 20070611 20070611150946 ACCESSION NUMBER: 0000936392-07-000507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070606 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVX INC CENTRAL INDEX KEY: 0001342960 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33029 FILM NUMBER: 07912234 BUSINESS ADDRESS: STREET 1: 4780 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-882-0633 MAIL ADDRESS: STREET 1: 4780 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 a31103e8vk.htm FORM 8-K DivX, Inc.
 

 
 
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): June 6, 2007
 
DivX, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation)
  001-33029
(Commission File Number)
  33-0921758
(I.R.S. Employer
Identification No.)
     
4780 Eastgate Mall
San Diego, California

(Address of principal executive offices)
 
92121
(Zip Code)
Registrant’s telephone number, including area code: (858) 882-0600
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     Effective as of June 6, 2007, we appointed Dan L. Halvorson as our Senior Vice President and Chief Financial Officer. Prior to joining us, Mr. Halvorson served as the Chief Financial Officer of Novatel Wireless, Inc., a Nasdaq-listed provider of wireless broadband access solutions (“Novatel Wireless"), from May 2004 to June 2007. He served as Novatel Wireless’s Vice President of Finance, Chief Accounting Officer and Treasurer from January 2004 to May 2004, Novatel Wireless’s Vice President of Finance and Treasurer from September 2001 to January 2004, and Novatel Wireless’s Director of Finance and Treasurer from March 2000 to September 2001. Mr. Halvorson is 41 years old.
     Mr. Halvorson will receive an annual salary of $300,000. For 2007, Mr. Halvorson will be eligible to receive a bonus equal to 30% of his base salary paid in 2007, or the amount he is entitled to receive under the Company’s 2007 Executive Cash Bonus Plan, whichever is greater. Following 2007, Mr. Halvorson’s bonus will be determined in accordance with the terms of our Executive Cash Bonus Plan as then in effect. Mr. Halvorson’s offer letter also entitles him to receive all customary and usual fringe benefits available to our full-time, regular exempt employees. In addition, our Board of Directors has approved the grant to Mr. Halvorson of an option to purchase 350,000 shares of our common stock. The grant will be effective on the third business day following the issuance of the press release announcing the commencement of Mr. Halvorson’s employment with us, and the exercise price of the option will be equal to the closing price of our common stock on that date. Twenty-five percent (25%) of the shares subject to the option will vest on the one year anniversary of the commencement of Mr. Halvorson’s employment with us, and the remainder of the shares will vest in equal monthly installments over the following three years. The offer letter provides that Mr. Halvorson’s employment is voluntary and at will. If, during Mr. Halvorson’s employment with us, there is a change of control (as defined in the offer letter) and Mr. Halvorson is not offered a comparable position (as defined in the offer letter) with the surviving entity, any then-unvested portion of Mr. Halvorson’s stock option will vest immediately prior to the change in control.
     On June 11, 2007, we issued a press release announcing the commencement of Mr. Halvorson’s employment with us. A copy of the press release is included herewith as Exhibit 99.1.
Item 9.01   Financial Statements and Exhibits.
(d)   Exhibits.
 
99.1   Press release of DivX, Inc. dated June 11, 2007.

 


 

SIGNATURE
     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.
         
  DIVX, INC.
 
 
Dated: June 11, 2007  By:   /s/ David J. Richter    
    Name:   David J. Richter   
    Title:   General Counsel and SVP, Corporate Development   

 


 

         
INDEX TO EXHIBITS
         
Number   Description
  99.1    
Press release of DivX, Inc. dated June 11, 2007.

 

EX-99.1 2 a31103exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1
(DIVX LOGO)
Investor Relations Contacts:
Todd Friedman
415-217-7722
todd@blueshirtgroup.com
Stacie Bosinoff
415-217-7722
stacie@blueshirtgroup.com
Press Contact:
Tom Huntington
DivX, Inc.
858-882-0672
thuntington@divxcorp.com
DivX Names Dan L. Halvorson as Senior Vice President and Chief Financial Officer
San Diego, CA—June 11, 2007— DivX, Inc. (NASDAQ: DIVX) today announced that it has named Dan L. Halvorson as the Company’s Senior Vice President and Chief Financial Officer. Mr. Halvorson brings nearly 20 years of experience, joining DivX from Novatel Wireless (NASDAQ:NVTL) where he was Chief Financial Officer as that company diversified and experienced rapid revenue growth.
“We are very pleased to welcome Dan to the DivX team,” said Jordan Greenhall, CEO and co-Founder of DivX. “With his strong mix of public company, finance and accounting experience, Dan will play an important role helping to guide us through our next growth wave as we seek to expand our business and penetrate new product categories. I am confident that Dan will be a strong fit with our mission to innovate, execute and deliver new products and services designed to improve the experience of media.”
Mr. Halvorson added, “The DivX organization demonstrated a tremendous level of optimism, energy and passion for their community that motivated me to take on this opportunity. I believe the company is in the early stages of a tremendous market opportunity and I am energized to join the team at this important time.”

 


 

During his 19-year career, Mr. Halvorson has served many senior finance and accounting roles at a number of public companies. Mr. Halvorson was named Chief Financial Officer and Chief Accounting Officer at Novatel Wireless in early 2004 and served those roles during a time when the company grew its annual revenue from $33 million to a current run rate of nearly $400 million. He joined Novatel Wireless in 2000 prior to its IPO, serving in a variety of financial roles including Vice President of Finance, Chief Accounting Officer and Treasurer. From 1998 to 2000, he was Director of Finance at Dura Pharmaceuticals, which was acquired by Elan in 2000. He was also Director of Finance at Alliance Pharmaceuticals from 1996 to 1998. Previous to his public company roles, Mr. Halvorson spent eight years in public accounting at Deloitte & Touche and PriceWaterhouseCoopers, serving both public and private client companies. Mr. Halvorson is a Certified Public Accountant and holds a Bachelor of Science from San Diego State University.
Mr. Halvorson will officially join the company on June 18 in a transitional role, and will assume full time duties on July 16.
About DivX, Inc.
DivX creates products and services designed to improve the experience of media. Our first product offering was a video compression-decompression software library, or codec, which has been actively sought out and downloaded over 220 million times since January 2003, including over 70 million times during the last twelve months. We have since built on the success of our codec with other consumer software, including the DivX Player application, which is distributed from our website, www.divx.com. We also license our technologies to consumer hardware device manufacturers and certify their products to ensure the interoperable support of DivX-encoded content. In addition to technology licensing to consumer hardware device manufacturers, we currently generate revenue from software licensing, advertising and content distribution.
Forward-Looking Statements
Statements in this press release that are not strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited to, statements regarding DivX’s opportunities to expand its business. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause DivX’s actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, the risk that customer use of DivX technology may not grow as anticipated, the risk that anticipated market opportunities may not materialize at expected levels, or at all, the risk that the Company’s activities may not result in the growth of profitable revenue, risks and uncertainties related to the maintenance and strength of the DivX brand; DivX’s ability to penetrate existing and new markets; the effects of competition; DivX’s dependence on its licensees and partners; the effect of intellectual property rights claims; and other factors discussed in the “Risk Factors” section of DivX’s

 


 

quarterly report on Form 10-Q filed with the SEC on May 15, 2007. All forward-looking statements are qualified in their entirety by this cautionary statement. DivX is providing this information as of the date of this release and does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise.

 

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