8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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): October 26, 2006

DivX, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-33029	33-0921758
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4780 Eastgate Mall San Diego, California		92121
(Address of principal executive offices)		(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))

Item 1.01               Entry into a Material Definitive Agreement.

On October 26, 2006, the Board of Directors of DivX, Inc. (the “Company”) amended the Company’s 2006 Executive Cash Bonus Plan (the “Plan”) to increase the milestones for revenue that must be achieved by the Company in order to trigger the various levels of executive bonuses pursuant to the Plan.  The increased milestones will be effective for the fourth quarter of 2006.  In addition, participants in the Plan immediately will be paid quarterly bonuses and the portion of the annual bonus earned, in each case through September 30, 2006, in accordance with the milestones previously set forth in the Plan.

Item 2.02               Results of Operations and Financial Condition.

On October 30, 2006, the Company announced unaudited financial results for the quarter ended September 30, 2006.  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 October 30, 2006.

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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:  October 30, 2006	By:	/s/ David J. Richter
	Name: David J. Richter
	Title: GC, Legal and Corporate Development

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INDEX TO EXHIBITS

Number	Description
99.1	Press release of DivX, Inc. dated October 30, 2006.

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EX-99.1

Exhibit 99.1

For Further Information, Contact:
Investor Relations:	Corporate Communications:
Todd Friedman or Stacie Bosinoff	Tom Huntington
The Blueshirt Group	DivX, Inc.
415.217.7722	858.882.0672
todd@blueshirtgroup.com	thuntington@divxcorp.com
stacie@blueshirtgroup.com

DivX, Inc. Reports Third Quarter 2006 Financial Results

SAN DIEGO, October 30, 2006¾DivX, Inc. (NASDAQ: DIVX) today announced results for the third quarter ended September 30, 2006.

In the third quarter of 2006, consolidated revenue was $15.4 million, an increase of 83 percent from the third quarter of 2005. Net income in the third quarter of 2006 was $3.1 million, or $0.10 per diluted share, compared to net income of $763,000, or $0.02 per diluted share, in the third quarter of 2005. Stock-based compensation charges for the third quarter totaled $526,000 compared to $58,000 for the same quarter a year ago.

Revenue for the nine-month period ended September 30, 2006 was $42.7 million, or 90 percent more than the comparable 2005 period. Net income for the nine months ended September 30, 2006 was $9.0 million, or $0.28 per diluted share, as compared to net income of $87,000, or $0.00 per diluted share, for the nine months ended September 30, 2005. Stock-based compensation charges for the first nine months of 2006 totaled $1,455,000 compared to $286,000 for the same period a year ago.

 “We are very pleased to enter the public markets with a strong third quarter,” said Jordan Greenhall, CEO and co-founder of DivX, Inc. “DivX continues to change the way that people experience media. Our success is shown by our expansion into new devices, partnerships and geographies, while our existing partners continue to grow their use of DivX technology. With more than 180 million

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downloads and over 50 million DivX Certified devices shipped worldwide, we believe that we are at the forefront of an exciting market opportunity.”

“We closed the quarter with a strong financial foundation from which to execute our strategy. While our quarterly delivery of revenue and income was solid, we were particularly pleased by the generation of over $3.5 million in cash from operations in the quarter. Including the proceeds from our IPO, we closed the quarter with approximately $147 million in cash and equivalents,” said John Tanner, CFO of DivX, Inc. “We intend to use these most recent improvements in our already strong financial position to continue to drive profitable, rapid revenue growth by investing in new technologies and emerging market opportunities, in addition to building out our product distribution capabilities.”

On September 21, 2006, the registration statement relating to the initial public offering of DivX common stock was declared effective. The registration statement covered 9,100,000 shares of common stock at $16.00 per share, raising proceeds to the Company, before expenses, of approximately $111 million. As part of the offering, 7,461,538 shares were offered by DivX and 1,638,462 shares were offered by certain stockholders. In addition, concurrent with the DivX initial public offering, the underwriters exercised their over-allotment option in full, purchasing an additional 1,365,000 shares of common stock from certain selling stockholders at $16 per share.

Quarterly Conference Call

DivX, Inc. will discuss its quarterly results via teleconference at 2:30 p.m. (PT) today, October 30, 2006. To access the call, please dial (800) 811-8845, or outside the U.S. (913) 981-4905, at least five minutes prior to the start time. A live webcast and replay will also be available at http://investors.divx.com. An audio replay of today’s conference call will be available from 5:30 p.m. (PT) on October 30, 2006 until 9:00 p.m. (PT) November 6, 2006 by dialing (719) 457-0820 or (888) 203-1112 with the replay passcode 6234541.

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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 180 million times in the last four years, including over 50 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, http://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 growth in customers’ use of DivX technology, the Company’s position at the forefront of market opportunities, and activities intended to drive profitable rapid revenue growth. 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 final prospectus filed with the SEC on September 22, 2006. 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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DivX, Inc.
Consolidated Condensed Balance Sheets

	December 31,		September 30,
	2005		2006
(in thousands)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	25,035	$	146,393
Restricted cash	270		270
Accounts receivable (net of allowance)	4,194		5,477
Prepaid expenses	676		705
Other current assets	94		80
Total current assets	30,269		152,925
Property and equipment, net	2,876		3,400
Other assets	19		861
Total assets	$	33,164	$	157,186
Liabilities, redeemable convertible preferred stock and stockholders equity
Current liabilities:
Accounts payable	$	988	$	2,350
Accrued liabilities	612		2,060
Accrued compensation and related benefits	1,262		2,778
Accrued patent royalties	1,156		613
Income taxes payable	34		667
Deferred revenue, current	3,106		3,720
Current portion of capital lease obligations	43		35
Current portion of long-term debt	720		496
Total current liabilities	7,921		12,719
Capital lease, net of current portion	108		82
Notes payable, net of current portion	394		75
Deferred revenue, long term	786		708
Deferred rent	640		508
Liability for unvested portion of early stock exercises	288		425
Total liabilities	10,137		14,517
Redeemable Series D preferred stock	16,842
Total stockholders' equity	6,185		142,669
	$	33,164	$	157,186

DivX, Inc.
Consolidated Condensed Statement of Income

	Three months ended						Nine months ended
	September 30,						September 30,
	2005			2006			2005			2006
(in thousands except per share data)	(unaudited)						(unaudited)
Net revenues:
Technology licensing	$	7,023		$	12,446		$	17,631		$	33,891
Media and other distribution and services	1,369			2,949			4,832			8,777
Total net revenues	8,392			15,395			22,463			42,668
Total cost of revenues (1)	929			968			2,717			2,916
Gross profit	7,463			14,427			19,746			39,752
Operating expenses:
Selling, general and administrative (1)	3,937			6,673			11,391			18,374
Product development (1)	2,579			4,106			7,749			11,033
Total operating expenses	6,516			10,779			19,140			29,407
Income from operations	947			3,648			606			10,345
Interest income	51			489			130			1,149
Interest expense and other	(34		)	(16		)	(89		)	(58		)
Income before income taxes	964			4,121			647			11,436
Income tax provision	(202		)	(1,021		)	(560		)	(2,394		)
Net Income	$	762		$	3,100		$	87		$	9,042
Diluted net income per share	$	0.02		$	0.10		$	—		$	0.28
(1) Includes stock based compensation as follows:
Cost of revenues	$	—		$	1		$	—		$	3
Selling, general and administrative	47			357			183			1,017
Product development	11			168			103			435
Total stock-based compensation	$	58		$	526		$	286		$	1,455

DivX, Inc.
Consolidated Statement of Cash Flows

	Three months ended						Nine months ended
	September 30,						September 30,
	2005			2006			2005			2006
	(unaudited)						(unaudited)
(in thousands)
Operating activities
Net income (loss)	$	762		$	3,100		$	87		$	9,042
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	302			446			770			1,130
Stock-based compensation	58			526			286			1,454
Changes in operating assets & liabilities:
Accounts receivable, net	597			(1,221		)	(383		)	(1,282		)
Prepaids and other assets	(83		)	(588		)	562			(559		)
Accounts payable	(192		)	(281		)	(962		)	102
Accrued liabilities	(455		)	496			(215		)	(18		)
Accrued compensation and related benefits	219			416			584			1,516
Deferred rent	(80		)	(45		)	(116		)	(132		)
Deferred revenue, net	(55		)	256			491			536
Income taxes payable	—			410			—			633
Net cash provided by operating activities	1,073			3,515			1,104			12,422
Investing Activities
Purchase of property and equipment	(224		)	(633		)	(661		)	(1,333		)
Cash paid in Corporate Green acquisition										(351		)
Net cash used in investing activities	(224		)	(633		)	(661		)	(1,684		)
Financing Activities
Net Proceeds from issuance of preferred stock	—			—			(3		)	—
Net proceeds from issuance of common stock	93			111,264			711			111,812
Costs paid for initial public offering	—			(242		)	—			(667		)
Tax Benefit from NQ option exercise	—			60			—			60
Repurchase of unvested stock	(92		)	(4		)	(94		)	(7		)
Payments on capital lease obligations	(73		)	(8		)	(252		)	(34		)
Proceeds from notes payable	256			—			890			—
Payments on notes payable	(194		)	(177		)	(1,145		)	(544		)
Net cash provided by (used in) financing activities	(10		)	110,893			107			110,620
Net increase (decrease) in cash and cash equivalents	839			113,775			550			121,358
Cash & cash equivalents at beginning of the period	6,645			32,618			6,934			25,035
Cash & cash equivalents at end of the period	$	7,484		$	146,393		$	7,484		$	146,393
Supplemental information
Income taxes paid	$	202		$	—		$	560		$	1,150
Interest Paid	$	34		$	—		$	90		$	41