8-K

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): July 23, 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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 24, 2007, DivX, Inc. (the “Company”) announced that it is seeking to separate Stage6.com into its own private company. It also announced that Co-Founder and Executive Chairman Jordan Greenhall has stepped down from his role as Chief Executive Officer to lead the process of separating Stage6, and that Kevin Hell has been appointed as Acting Chief Executive Officer of the Company. A copy of the Company’s press release is included herewith as Exhibit 99.1.

Mr. Hell served as the Company’s President from April 2007 to July 2007. He served as the Company’s CXO, Partners and Licensing from April 2006 to April 2007. From November 2004 to April 2006, Mr. Hell served as the Company’s Chief Operating Officer. From November 2002 to November 2004, Mr. Hell served as the Company’s Chief Marketing Officer and Managing Director. From July 2001 to May 2002, Mr. Hell served as Senior Vice President of Product Management in the Solutions Group of Palm, a handheld solutions company. From May 1999 to May 2001, Mr. Hell was Vice President of the Connected Home division and Vice President of Corporate Strategy at Gateway Computer, a personal computer manufacturing company. From May 1991 to May 1999, Mr. Hell worked in the Los Angeles office of the Boston Consulting Group, a management consulting firm. Mr. Hell received an M.B.A. from The Wharton School, and a master’s degree in Aeronautics and Astronautics and a B.S. in Mechanical Engineering from Stanford University. Mr. Hell is 42 years old.

In connection with Mr. Hell’s appointment as Acting Chief Executive Officer, the Company and Mr. Hell amended his existing offer of employment letter. Under the amendment, Mr. Hell will be granted, under the Company’s 2006 Equity Incentive Plan (the “2006 Plan”), an option to purchase 25,000 shares of the Company’s Common Stock and a stock award covering 37,500 shares of the Company’s Common Stock. The option will vest over a four (4) year period and the stock award will be fully vested upon grant. Also, if the Company hires a new Chief Executive Officer (other than Mr. Hell) and Mr. Hell is “Terminated” (as defined in the amendment) within six (6) months of the date of such hire, then (i) Mr. Hell will be granted an additional fully vested stock award under the 2006 Plan covering 30,000 shares of the Company’s Common Stock and (ii) Mr. Hell will continue to be paid his then current base salary for one year.

The Company has amended the employment agreement with Dan L. Halvorson, dated June 6, 2007, to clarify the bonus amounts to be paid to Mr. Halvorson for 2007. Pursuant to the amendment, Mr. Halvorson will be eligible to receive a bonus for 2007 of (i) $90,000 or (ii) the amount he would be entitled to receive under the Company’s 2007 Executive Cash Bonus Plan, whichever is greater.

Item 8.01 Other Events.

The Company has made the following appointments: David J. Richter has been appointed Executive Vice President, Corporate Development and Legal; Dan L. Halvorson has been appointed Executive Vice President and Chief Financial Officer; and Johnny Y. Chen has been appointed General Counsel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of DivX, Inc. dated July 24, 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: July 25, 2007	By:	/s/ David J. Richter
	Name:	David J. Richter
	Title:	Executive Vice President, Corporate Development and Legal

INDEX TO EXHIBITS

Number	Description
99.1	Press release of DivX, Inc. dated July 24, 2007.

EX-99.1

Exhibit 99.1

DivX Announces Plans to Maximize Value and Growth Potential
of Core Businesses and Stage6.com

Co-Founder and Chairman Jordan Greenhall to focus on Stage6 opportunity;
President Kevin Hell named Acting Chief Executive Officer

San Diego, CA — July 24, 2007 — DivX, Inc. (NASDAQ: DIVX) today announced that it is taking steps to maximize the value and growth potential of the Company’s core businesses and Stage6.com. As part of these efforts, DivX plans to increase focus on its high margin, fast-growing technology licensing business by seeking to separate Stage6 into its own private company. Co-Founder and Executive Chairman Jordan Greenhall is stepping down from his role as Chief Executive Officer to lead the process of separating Stage6, which, if successful, is expected to be completed later in 2007. A committee of independent directors will assist in determining the terms and conditions of any such separation.

Kevin Hell, the Company’s President, has been named Acting Chief Executive Officer. Mr. Hell joined the Company in 2002 and has led the technology licensing business as it has dramatically grown its partner ecosystem and revenue base over the past five years.

Stage6 has quickly differentiated itself as a high quality digital social media pioneer, and the service has been experiencing dramatic traffic growth since the Beta site was launched. In June, almost 10 million unique visitors visited the site, compared to 4 million in April. As a result, Stage6 recently became one of the Top 200 most-visited websites, according to Alexa.com, reflecting the growing awareness of the site and the large community of DivX consumers around the world.

Mr. Greenhall commented, “We have two synergistic and fast growing businesses that have distinctly different financial models. Stage6, which operates more like an entrepreneurial stage company, will require substantial additional financial investment to continue its dramatic traffic growth and realize its full potential. We are therefore taking steps to seek the appropriate platform for growth for this asset. As a result, DivX will be able to narrow its focus and drive its core strategy forward. We believe that this is a terrific opportunity to help Stage6 accelerate, allow DivX to become even more effective, and ultimately increase shareholder value.”

Mr. Hell added, “I am excited to lead the company as we extend our industry-leading position in the exploding digital media space. This plan focuses us on our core business and enables our experienced management team to better execute our business plan and capitalize on emerging opportunities in set-top boxes, mobile phones, content and DivX Connected. I am excited about the potential for continued growth of all our businesses.”

Dan Halvorson, Chief Financial Officer, commented, “Like many investment-stage businesses, the success of Stage6 has been driving a significant increase in operating expenses, which has in turn impacted DivX operating income. We witnessed this effect in the second quarter, when Stage6 was even more successful than our internal expectations. I believe this plan to allow each company to operate separately will create the best platform for the growth of each business, and deliver the best returns to our shareholders and our customers.”

In order to better illustrate the impact of the Company’s investment in Stage6, as well as expectations for Stage6 during this transition process, DivX expects to report separate financial information for Stage6 when it reports full financial results for the second quarter on August 9.

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 the Company’s plans regarding Stage6, the potential separation of Stage6 into a private company, the anticipated timing and benefits of the transaction, the Company’s position in the digital media space, and the potential for continued growth of the Company’s businesses. 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 the contemplated separation of Stage6 into a private company may not be completed when expected, or at all; the risk that definitive documentation for any such transaction may not contain terms and conditions as favorable to DivX as anticipated; risks related to the inability to obtain, or meet conditions imposed for, any approvals required for the proposed transaction; risks related to the implementation of the proposed transaction; risks related to any uncertainty surrounding the proposed transaction; the risk that the anticipated benefits of the proposed transaction may not materialize to the extent expected, or at all; 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.