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: December 27, 2002

Date of earliest event reported: December 18, 2002

SONIC SOLUTIONS

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization) 72870 (Commission File Number) 93-0925818 (I.R.S. Employer Identification No.)

101 Rowland Way, Suite 110 Novato, CA	94945
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 893-8000

INFORMATION INCLUDED IN THIS REPORT

Item 1, items 3 through 6, and items 8 through 9 Not Applicable.

ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.

On December 18, 2002, Sonic Solutions (“Sonic”) announced the successful completion of its acquistion of the Desktop and Mobile Division (“DMD”) of VERITAS Software Corporation.

On November 13, 2002, Sonic entered into an Asset Purchase Agreement (the “Agreement”) with VERITAS Software Corporation, VERITAS Operating Corporation, VERITAS Software Global Corporation, VERITAS Software Holdings, Ltd., and VERITAS Software International Ltd. (collectively “VERITAS”), to acquire certain of the assets of DMD (the “Acquisition”).

As consideration for the DMD assets purchased, Sonic issued $9.2 million of convertible preferred stock to VERITAS. The Agreement contains the terms and conditions of the Acquisition. Sonic filed it as an exhibit with its Current Report on Form 8-K on November 20, 2002.

In the Acquisition, Sonic acquired intellectual property rights to the DMD products, contract rights and certain tangible assets such as equipment.

In connection with the Acquisition, Sonic entered into a Registration Rights Agreement (the “Rights Agreement”) under which Sonic agreed to register the shares of common stock that will be issued to VERITAS when the convertible preferred stock, to be issued in the Acquisition, is converted into common stock. Attached to this filing as exhibit 99.3 as the Amended Registration Rights Agreement dated December 18, 2002.

The foregoing description of the Agreement and the Rights Agreement is qualified in its entirety by reference to the Agreement and the Rights Agreement, which were attached as Exhibit 99.1 and Exhibit 99.2 to the Current Report on Form 8-K filed on November 20, 2002 with the Securities and Exchange Commission, and are incorporated herein by this reference.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  The financial statements will be filed within 60 days after the last date that this Report must be filed with the Securities and Exchange Commission.

(b)  The pro forma financial information will be filed within 60 days after the last date that this Report must be filed with the Securities and Exchange Commission.

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(c)  EXHIBITS:    The following documents are filed as exhibits to this report:

Exhibit	Description
99.1*	Asset Purchase Agreement among VERITAS Software Corporation, VERITAS Operating Corporation, VERITAS Software Global Corporation, VERITAS Software Holdings, Ltd., VERITAS Software International Ltd. and Sonic Solutions dated as of November 13, 2002.
99.2*	Registration Rights Agreement by and between VERITAS Operating Corporation, and Sonic Solutions, dated as of November 13, 2002.
99.3	Amended Registration Rights Agreement by and between VERITAS Operating Corporation, and Sonic Solutions, dated as of December 18, 2002.
99.4	Certificate of Determination of Series F Preferred Stock of Sonic Solutions
99.5*	Sonic Solutions Press Release, dated November 13, 2002.
99.6	Sonic Solutions Press Release, dated December 18, 2002.

* Incorporated by reference to exhibits to Current Report on Form 8-K filed on November 20, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, Sonic Solutions, has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Novato, State of California, on the 27th day of December, 2002.

SONIC SOLUTIONS

Signature	Date
/s/ Robert J. Doris Robert J. Doris President and Director (Principal Executive Officer)	December 27, 2002
/s/ A. Clay Leighton A. Clay Leighton Senior Vice President of Worldwide Operations and Finance and Chief Financial Officer (Principal Financial Accounting Officer)	December 27, 2002

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EXHIBIT INDEX

Exhibit	Description
99.1*	Asset Purchase Agreement among VERITAS Software Corporation, VERITAS Operating Corporation, VERITAS Software Global Corporation, VERITAS Software Holdings, Ltd., VERITAS Software International Ltd. and Sonic Solutions dated as of November 13, 2002.
99.2*	Registration Rights Agreement by and between VERITAS Operating Corporation, and Sonic Solutions, dated as of November 13, 2002.
99.3	Amended Registration Rights Agreement by and between VERITAS Operating Corporation, and Sonic Solutions, dated as of December 18, 2002.
99.4	Certificate of Determination of Series F Preferred Stock of Sonic Solutions
99.5*	Sonic Solutions Press Release, dated November 13, 2002.
99.6	Sonic Solutions Press Release, dated December 18, 2002.

* Incorporated by reference to exhibits to Current Report on Form 8-K filed on November 20, 2002.

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EX-99.3

EXHIBIT 99.3

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS IS AN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as December 18, 2002 by and among VERITAS Operating Corporation, a Delaware corporation, VERITAS Software Global Corporation, a Delaware corporation, VERITAS Software Holdings Ltd., a Bermuda resident company incorporated in Ireland, VERITAS Software International, Ltd., an Ireland corporation (each individually a “VERITAS Party” and collectively the “VERITAS Parties”), and SONIC SOLUTIONS, a California corporation (“Sonic”). It amends and restates a Registration Rights Agreement between VERITAS Operating Corporation and Sonic dated as of November 13, 2002.

BACKGROUND

Sonic, the VERITAS Parties and VERITAS Software Corporation entered entering into an Asset Purchase Agreement under which, subject to the terms and conditions set forth in that agreement, Sonic will buy certain assets of the VERITAS Parties (the “Acquisition”). By virtue of the Acquisition, the VERITAS Parties will become the beneficial owners of Registrable Securities. The VERITAS Parties desire that Sonic grant them certain registration rights regarding Registrable Securities to facilitate the VERITAS Parties’ ability to liquidate those securities. Sonic desires to cause the Registrable Securities to be registered because, under Sonic’s charter, Sonic is entitled to cause conversion of the Preferred Stock to be issued to the VERITAS Parties in the Acquisition into Registrable Securities beginning three months after such registration. The purpose of this Agreement is to memorialize the parties’ rights and obligations regarding registration if the Acquisition is completed.

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

ARTICLE I

DEFINED TERMS

For the purposes of this Agreement, these terms have these meanings:

“Acquisition” has the meaning set forth in the background section of this Agreement.

“Agreement” means this Amended and Restated Registration Rights Agreement.

“Common Stock” means the shares of common stock of Sonic into which the Preferred Stock can be converted.

“DMD” means what had been the Desktop and Mobile Division of the VERITAS Parties before the Acquisition.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the SEC under that statute.

“Indemnified Party” has the meaning set forth in Subsection 6.2(c).

“Indemnifying Party” has the meaning set forth in Subsection 6.2(c).

“Person” means any individual or entity of any kind.

“Preferred Stock” means the shares of Sonic’s Series F Preferred Stock to be issued to the VERITAS Parties in the Acquisition.

“Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented.

“Registrable Securities” means the Common Stock, as well any additional shares of Sonic’s common stock later issued as (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued as) a stock dividend or other distribution, or as a result of a stock split or reclassification respecting Sonic’s common stock.

“Registration Statement” means any registration statement filed by Sonic covering any Registrable Securities, including the Prospectus included in that registration statement, all amendments and supplements to that Registration Statement, including post-effective amendments, and all exhibits and materials incorporated by reference into that Registration Statement.

“Restricted Securities” has the meaning set forth in Section 2.1.

“Rule 144” means Rule 144 adopted by the SEC under the Securities Act, as amended from time to time, or any successor rule.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations adopted by the SEC under that statute.

“Sonic Indemnitees” has the meaning set forth in Subsection 6.2(b).

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“VERITAS Indemnitees” has the meaning set forth in Subsection 6.2(a).

ARTICLE II

OVERVIEW

2.1         Securities Subject to this Agreement. The securities to which this Agreement relates are the Registrable Securities. However, any particular Registrable Security shall only be a Registrable Security for so long as it continues to be a Restricted Security, unless Sonic specifies that it shall continue to be a Registrable Security after that. A “Restricted Security” is a Registrable Security that: (i) has not been sold under an effective Registration Statement in accordance with the intended plan and method of distribution set forth in the final Prospectus forming part of that Registration Statement and (ii) cannot be freely sold by the VERITAS Party that holds that Registrable Security without registration under the Securities Act and without any restrictions under Rule 144, including as a result of any volume limitations set forth in Rule 144. However, all the Registrable Securities shall cease being “Restricted Securities” beginning 30 months after the date of this Agreement.

2.2         Filing of Registration Statement. Subject to this Agreement, Sonic shall file a Registration Statement with the SEC on Form S-3 for the registration of the Registrable Securities, for resale by the VERITAS Parties (as selling shareholders and not as underwriters) to the public, within 14 days after the Acquisition closes. The plan of distribution indicated in such Form S-3 will include all such transactions as the VERITAS Parties may reasonably request and that can be included in such Form S-3 under the rules and regulations of the SEC.

2.3         Information from the VERITAS Parties. Subject to this Agreement, the VERITAS Parties shall use their reasonable best efforts to furnish such information as Sonic may reasonably request in connection with the preparation of the Registration Statement including, without limitation, the audited financial information required to be filed by Sonic in a Form 8-K or other filing, under the Exchange Act, as a result of the Acquisition and incorporated into the Registration Statement by reference in order that the Registration Statement be declared effective. The VERITAS Parties acknowledge and agree that this is important to Sonic, and that Sonic can require this information to be furnished even if no VERITAS Party is pressing to have RegistrableSecurities registered because, under Sonic’s charter, registration is necessary in order that Sonic be entitled to require conversion of the Preferred Stock into Common Stock.

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ARTICLE III

CERTAIN OBLIGATIONS OF SONIC

3.1         Effectiveness of Registration Statement. Sonic shall use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as soon as is reasonably practicable after it is filed and to cause the Registration Statement to remain continuously effective under the Securities Act (subject to the terms of this Agreement) until the Registrable Securities are no longer Restricted Securities.

3.2         Amendments and Supplements. Sonic shall prepare and file with the SEC such amendments and supplements to the Registration Statement and the related Prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 3.1 and to comply with the Securities Act with respect to the sale or other disposition of the Registrable Securities under the Registration Statement.

3.3         Copies of Offering Documents. Sonic shall furnish the VERITAS Parties with such numbers of copies of the Registration Statement, Prospectus, and any amendments and supplements thereto, in conformity with the requirements of the Securities Act, and the other documents incorporated by reference into the Registration Statement, in order to facilitate the VERITAS Parties’ disposition of the Registrable Securities.

3.4         Request for Information; Misleading Prospectus, Etc. Sonic shall promptly notify the VERITAS Parties upon the occurrence of any of the following events respecting the Registration Statement or related Prospectus promptly after Sonic learns of any such event: (i) any request for additional information by the SEC or any other governmental authority during the period of effectiveness of the Registration Statement; (ii) the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatened initiation of a proceeding for that purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated therein by reference untrue in any material respect, or that requires any changes in the Registration Statement, related Prospectus or such documents so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) Sonic’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate.

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3.5         Blue Sky Filings. Sonic shall use its reasonable efforts to register and qualify the securities covered by the Registration Statement under the blue sky laws of such domestic jurisdictions, as shall be reasonably requested by the VERITAS Parties, if no exemption from registration or qualification is otherwise available in those jurisdictions. However, Sonic shall not be required to qualify to do business or to file a general consent to service of process in any such jurisdiction.

ARTICLE IV

CERTAIN OBLIGATION OF THE VERITAS PARTIES

4.1         Financial and Other Information. Promptly (and in no event by later than 20 days) after the date of this Agreement, the VERITAS Parties shall assist Sonic with the completion of the audited financial statements regarding DMD, and any other information about the VERITAS Parties, that Sonic needs in order to complete the Registration Statement (including the Sonic Form 8-K report to be incorporated into the Registration Statement by reference) and to cause the Registration Statement to become effective.

4.2         Cessation of Offering. Upon receipt of notice from Sonic of the occurrence of any circumstance or the happening of any event of the kind described in Section 3.4, the VERITAS Parties shall immediately discontinue disposition of the Registrable Securities until such time as the VERITAS Parties have received written confirmation from Sonic that the circumstance or event referred to in Section 3.4 have been satisfactorily resolved by the filing of an amendment, a Prospectus supplement or otherwise, provided that Sonic shall use reasonable best efforts to resolve such matter as soon as practicable. If so directed by Sonic, the VERITAS Parties shall deliver to Sonic all copies of the Prospectus covering Registrable Securities in the VERITAS Parties’ possession at the time of receipt of such notice. Sonic shall promptly prepare and furnish to the VERITAS Parties a reasonable number of copies of any supplement to or amendment of a Prospectus, or any revised Prospectus, as may be necessary such that, as thereafter delivered to the purchasers of the securities covered by such Prospectus, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make statements therein not misleading in light of the circumstances under which they were made.

4.3         No Preliminary Prospectus. No VERITAS Party and no Person acting on behalf of any VERITAS Party shall offer any Registrable Securities by means of any preliminary Prospectus.

4.4         Material Non-Public Information. The VERITAS Parties shall treat the receipt of a notice from Sonic pursuant to Section 4.2 or Article V, and the contents

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of that notice, as material non-public information. No VERITAS Party and no Person acting on behalf of any VERITAS Party shall trade Sonic securities or disclose the contents of that notice or that any VERITAS Party has received that notice, before the end of the second trading day after the later of: (i) the widespread public dissemination of the happening of the event that is the subject of the notice or (ii) the filing with the SEC of the supplemented or amended Prospectus contemplated by Section 3.4 or the resumption of the right to make sales under the Registration Statement contemplated by Article V.

ARTICLE V

LIMITATIONS

Sonic shall not be obligated to file any Registration Statement under this Agreement, or file any amendment or supplement thereto, and, upon written notice to the VERITAS Parties, may suspend the VERITAS Parties’ right to make sales under an effective Registration Statement, at any time that Sonic, in its good faith judgment, reasonably believes that the filing of a Registration Statement at the time required, or the offering of securities under the Registration Statement would: (i) materially and adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, joint venture, tender offer, reorganization or other transaction involving Sonic, or negotiations, discussions or pending proposals related to any such event or (ii) be materially detrimental to Sonic and its shareholders, in which event (under clause (i) or (ii) above) Sonic’s sole relief from its registration obligations shall be the right to defer the filing of any Registration Statement (or to suspend the VERITAS Parties’ rights to make sales under a Registration Statement, if one is already effective) for a period of not more than 60 days. In no event may Sonic invoke this right more than once during each six-month period.

ARTICLE VI

INDEMNIFICATION AND EXPENSES

6.1         Fees and Commissions. Sonic shall pay its own general legal and accounting fees and printing costs in connection with the Registration Statement. Sonic shall also pay all registration and filing fees attributable to the Registrable Securities and the listing fee payable to the Nasdaq National Market, if any. The VERITAS Parties shall pay the fees and costs of their own counsel, if any, and all selling discounts, commissions and expenses incurred in connection with the offering and sale of the Registrable Securities.

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6.2        Indemnification

(a)    Indemnification by Sonic.    To the extent permitted by law, Sonic shall indemnify and hold harmless the VERITAS Parties, their successors and assigns, their officers and directors, any underwriter (as defined in the Securities Act) with respect to the Registrable Securities, and each Person, if any, who controls any VERITAS Party or any such underwriter within the meaning of the Securities Act or the Exchange Act (the “VERITAS Indemnitees”) against any losses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary Prospectus (not prohibited by Section 4.3) or final Prospectus contained therein or any amendments or supplements thereto, or arise solely out of or based solely upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Sonic shall reimburse the VERITAS Indemnitees for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. However, the indemnification and other rights provided in this Subsection 6.2(a) shall not apply: (i) to any such loss, claim, damage, liability or action insofar as it arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission made in such Registration Statement, preliminary Prospectus or final Prospectus or any amendment or supplement thereto, including audited financial statements or other information incorporated therein by reference, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration (including such financial statements or other information) by any VERITAS Party, or (ii) if the Person asserting any such loss, claim, damage, liability or action who purchased the Registrable Securities that are the subject thereof did not receive a copy of the final Prospectus (or the final Prospectus as amended or supplemented) at or before the written confirmation of the sale of such Registrable Securities to such Person and Sonic timely provided such final or supplemental Prospectus to the VERITAS Parties.

(b)    Indemnification by the VERITAS Parties.    To the extent permitted by law, the VERITAS Parties shall indemnify and hold harmless Sonic, its successors and assigns, its officers and directors, any underwriter (as defined in the Securities Act) with respect to the Registrable Securities, and each Person, if any, who controls Sonic or any such underwriter within the meaning of the Securities Act or the Exchange Act (the “Sonic Indemnitees”) against any losses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the Securities Act, the Exchange Act or otherwise, (i) insofar as such losses, claims, damages, liabilities or actions arise solely out of or are based solely upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary Prospectus or

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final Prospectus contained therein or any amendments or supplements thereto, or arise solely out of or are based solely upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by any VERITAS Party expressly for use in the registration (including the audited financial statements and any other information incorporated by reference), or (ii) that arise out of or are based upon the failure of any VERITAS Party before the written confirmation of the sale of the Registrable Securities held by the VERITAS Party to send or arrange for delivery of a copy of the final Prospectus (or the final Prospectus as amended or supplemented), timely provided to the VERITAS Parties by Sonic, to the Person asserting any such loss, claim, damage, liability or action who purchased the Registrable Securities that are the subject thereof. The VERITAS Parties shall reimburse each Sonic Indemnitee for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action.

(c)    Indemnification Procedures.    Promptly after receipt by a Person who may be entitled to indemnification under Section 6.2 (an “Indemnified Party”) of notice of the commencement of any action (including any governmental action) for which indemnification may be available under Section 6.2, that Indemnified Party shall, if a claim in respect thereof is to be made against any Person who must provide indemnification under Section 6.2 (an “Indemnifying Party”), deliver to the Indemnifying Party a written notice of the commencement thereof, and the Indemnifying Party shall have the right to participate in and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof with counsel mutually satisfactory to the parties. However, the Indemnified Party shall have the right to retain its own counsel (and the reasonable fees of such counsel shall be paid by the Indemnifying Party) and assume its own defense if: (i) the retention of such counsel has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has failed promptly to assume the defense and employ experienced counsel reasonably acceptable to the Indemnified Party after the Indemnifying Party has received notice of the indemnification matter from the Indemnified Party or (iii) the named parties to any such action include both the Indemnified Party and the Indemnifying Party, and the representation of both parties by the same counsel would be inappropriate due to a manifest conflict of interest between them. The Indemnifying Party nevertheless shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all Indemnified Parties combined. No indemnification provided for in Subsection 6.2(a) or (b) shall be available to any Person who shall fail to give notice as provided in this Subsection 6.2(c) to the extent that the Person to whom notice was not given was

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unaware of the proceeding to which the notice would have related and was materially prejudiced by the failure to give the notice.

(d)    To the extent any indemnification by an Indemnifying Party is prohibited or limited by law, the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages or liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

ARTICLE VII

MISCELLANEOUS

7.1        Term.    This Agreement shall become effective if and when the Acquisition closes. It shall become null and void if the Asset Purchase Agreement referred to in the background section of this Agreement is terminated in accordance with its terms. If the Acquisition does close, the registration rights granted to the VERITAS Parties under this Agreement shall terminate at such time as all Registrable Securities: (i) cease to be Restricted Securities or (ii) have otherwise been transferred to holders who may trade such shares without restriction under the Securities Act, and Sonic has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend.

7.2        Notices.    All notices and other communications required by or made in connection with this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery, if delivered in person or by courier, or three days after mailing, if mailed by first class mail, registered or certified, postage prepaid, addressed as follows:

If to Sonic: Sonic Solutions 101 Rowland Way Novato, California 94945 Attention: Robert J. Doris

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with a copy to:	Heller Ehrman White & McAuliffe LLP 333 Bush Street San Francisco, California 94104 Attention: Dan Titelbaum
If to any VERITAS Party:	c/o VERITAS Software Corporation 350 Ellis Street Mountain View, California 94043 Attention: General Counsel
with a copy to:	Fenwick & West LLP Embarcadero Center West 275 Battery Street San Francisco, California 94111 Attention: Lynda Twomey

The names and addresses specified in this section may be changed by means of a notice given in accordance with this section.

7.3        Attorneys’ Fees.    If any action or proceeding relating to this Agreement or the enforcement of this Agreement is brought against a party or parties, the party or parties that substantially prevail shall be entitled to recover its or their reasonable attorneys’ fees, costs and disbursements from the other party or parties.

7.4        Waiver.    No failure on the part of any Person to exercise any right under this Agreement, and no delay on the part of any Person to exercising any such right, shall operate as a waiver of that right. No single or partial exercise of any such right shall preclude any other or further exercise thereof or of any other right. No Person shall be deemed to have waived any right arising out of this Agreement, unless the waiver is expressly set forth in a written instrument duly signed and delivered by that Person.

7.5        Amendments.    This Agreement may not be amended other than by means of a written instrument duly signed and delivered by the parties to this Agreement.

7.6        Successors and Assigns.    No party to this Agreement may assign or delegate all or any portion of its rights or obligations under this Agreement without the prior written consent of the other party, provided, however, that notwithstanding the foregoing, the rights of the VERITAS Parties hereunder may be transferred or assigned to any affiliate of the VERITAS Parties in connection with the transfer of any Registrable Securities to such affiliate.

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7.7        Parties in Interest.    Except for Section 6.2 and as provided in Section 7.6, this Agreement is not intended to confer any rights on any Person other than the parties to this Agreement.

7.8        Governing Law.    This Agreement shall be governed by the laws of the State of California without reference to its principles of conflicts of law.

7.9        Counterparts.    This Agreement may be signed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

7.10        Severability.    If any provision of this Agreement is determined to be invalid or unenforceable, it shall be adjusted, if possible, to effect the intention of the parties as closely as is possible. In any event, the validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and such invalidity or unenforceability shall only apply in the specific jurisdiction in which the determination shall have been made.

7.11        Entire Agreement.    This Agreement, together with the Asset Purchase Agreement referenced in the background section of this Agreement, sets forth the entire agreement and understanding between the parties regarding the subject matter of this Agreement. This Agreement supersedes any and all prior agreements and understandings regarding its subject matter.

7.12        Additional Actions.    From time to time, at either party’s request and without further consideration, the other party to this Agreement shall sign and deliver such additional documents and take such other actions as may be necessary or desirable to effectuate this Agreement.

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IN WITNESS WHEREOF, the Parties have signed and delivered this Agreement as of the date that appears in its first paragraph.

SONIC SOLUTIONS

By    s/ Robert J. Doris

Name: Robert J. Doris

Title: Chief Executive Officer

VERITAS OPERATING CORPORATION

By    s/ Jay A. Jones

Name: Jay A. Jones

Title:  Senior Vice President, Chief
       Administrative Officer and Secretary

VERITAS SOFTWARE GLOBAL CORPORATION

By    s/ Jay A. Jones

Name: Jay A. Jones

Title:  Senior Vice President, Chief
       Administrative Officer and Secretary

VERITAS SOFTWARE HOLDINGS LTD.

By    s/ Jay A. Jones

Name: Jay A. Jones

Title: Director

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VERITAS SOFTWARE INTERNATIONAL LTD.

By    s/ Jay A. Jones

Name: Jay A. Jones

Title: Director

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EX-99.4

EXHIBIT 99.4

CERTIFICATE OF DETERMINATION

OF

SERIES F PREFERRED STOCK

OF

SONIC SOLUTIONS

1.        The undersigned, ROBERT J. DORIS and MARY C. SAUER, hereby certify that:

2.        They are the duly elected and President and Secretary, respectively, of Sonic Solutions, a California corporation (the “Corporation”).

3.        The Corporation hereby designates 1,290,948 shares of Series F Preferred Stock (the “Series F Preferred Stock”).

4.        None of the shares of Series F Preferred Stock has been issued.

5.        None of the shares of the Corporation’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series E Preferred Stock (collectively, the “Junior Preferred”) were issued and outstanding as of the date of this Certificate.

6.        Of the 850,000 authorized shares of the Corporation’s Series D Preferred Stock (the “Series D Preferred Stock”), 373,775 shares remain issued and outstanding.

7.        Pursuant to authority given by the Corporation’s Amended and Restated Articles of Incorporation (the “Restated Articles of Incorporation”), the Board of Directors of the Corporation (the “Board of Directors”) has duly adopted the following recitals and resolutions:

WHEREAS, the Restated Articles of Incorporation provide for a class of shares known as Preferred Shares (the “Preferred Shares”) issuable from time to time in one or more series;

WHEREAS, the Board of Directors is authorized, within the limitations and restrictions stated in the Restated Articles of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed on any wholly-unissued series of Preferred Shares, to fix the number of shares constituting any such series, and to determine the designation thereof and

WHEREAS, the Corporation has not issued any shares of Series F Preferred Stock and the Board of Directors desires to determine the rights, preferences, privileges and

restrictions relating to the Series F Preferred Stock, and the number of shares constituting that series and the designation of that series.

NOW, THEREFORE, BE IT RESOLVED, that the President and the Secretary of this Corporation are each authorized to execute, verify and file a certificate of determination of preferences with respect to the Series F Preferred Stock in accordance with the laws of the State of California.

RESOLVED FURTHER, that the Board of Directors hereby determines the rights, preferences, privileges and restrictions relating to the Series F Preferred Stock, which shall be as set forth below:

“One Million Two Hundred Ninety Thousand Nine Hundred Forty Eight of the authorized shares of the Preferred Stock, none of which have been issued or are outstanding, are hereby designated “Series F Preferred Stock.”

The rights, preferences, privileges and restrictions relating to the Series F Preferred Stock are as follows:

1.        Dividends.  The holders of Series F Preferred Stock shall be entitled to receive in any fiscal year, when, as and if declared by the Board of Directors out of any assets at the time legally available therefor, prior to any dividends or distributions on any Junior Preferred or Common Stock of the Corporation (the “Common Stock”), but after all accumulated dividends have been paid to the holders of Series D Preferred Stock, cumulative dividends on each share of Series F Preferred Stock at the annual rate of 28.5 cents (as adjusted for any stock dividends, combinations, splits, reclassifications or similar events), until such shares have been converted into Common Stock. Such distributions shall be payable, when, as and if declared, quarterly in arrears, for each calendar quarter of each fiscal year of the Corporation beginning, with respect to any share of Series F Preferred Stock, when that share is first issued, prorated for the calendar quarter during which the share is issued on a daily basis as though a year consisted of 360 days. Distributions may be declared or paid upon shares of Junior Preferred or Common Stock only if the full amount of any accrued and unpaid dividends accrued on the Series F Preferred Stock through the relevant time shall have been paid or declared in full and a sum sufficient for the payment thereof reserved and set apart. Dividends on Series F Preferred Stock may be paid, at the election of the Corporation, in cash, in shares of Common Stock or a combination of cash and such shares. The number of shares of Common Stock issuable by the Corporation upon such election will be the number obtained by dividing the total dollar amount of accumulated dividends due and legally payable on each share of Series F Preferred Stock on the applicable payment date by the average of the volume weighted average price of the Common Stock on The Nasdaq National Market, as reported by Bloomberg, L.P., during the eleven trading days last preceding the payment date. The right to dividends on Series F Preferred Stock, if not

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declared and paid, shall accrue on each share of Series F Preferred Stock from the date on which such share of Series F Preferred Stock is issued by the Corporation and shall accrue from day to day until paid.

2.        Voting

        (a)    Except as otherwise provided herein or by law, each share of Series F Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Series F Preferred Stock could be converted and shall have the voting rights and powers equal to the voting rights and powers of the Common Stock. Holders of Series F Preferred Stock shall be entitled to notice of any shareholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law, and shall be entitled to vote, together with the holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law.

        (b)    In addition to any other rights provided by law, this Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Series F Preferred Stock:

    (i)        amend or repeal any provision of, or add any provision to, the Corporation’s Restated Articles of Incorporation so as to alter or change the rights, preferences, privileges or restrictions of the Series F Preferred Stock;

    (ii)        increase the number of authorized shares of Series F Preferred Stock;

    (iii)       authorize or issue any class or series of stock having any rights, preferences, privileges or restrictions that are superior to, or on a parity with, the rights, preferences, privileges or restrictions of the Series F Preferred Stock; or

    (iv)       reclassify any of the Corporation’s outstanding securities into shares having any rights, preferences, privileges or restrictions that are superior to, or on a parity with, the rights, preferences, privileges or restrictions of the Series F Preferred Stock.

3.         Liquidation, Dissolution or Winding Up

        (a)    In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), after full payment has been made to the holders of Series D Preferred Stock, which shall be prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of Junior Preferred, Series F Preferred Stock or Common Stock by reason of their ownership

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thereof, the amount specified in the Certificate of Determination for such Series D Preferred Stock, the holders of the Series F Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of the Junior Preferred and the Common Stock, by reason of their ownership thereof, an amount equal to $7.13, plus all accrued but unpaid dividends, on each share of Series F Preferred Stock then held by such holders (the “Liquidation Preference”).

        (b)    If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution on the Series F Preferred Stock are insufficient to permit the holders of the Series F Preferred Stock to receive the full Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution on the Series F Preferred Stock shall be distributed among the holders of the Series F Preferred Stock in proportion to the number of shares of Series F Preferred Stock held by each such holder. After payment has been made to the holders of the Series F Preferred Stock of the full Liquidation Preference, the holders of Junior Preferred and Common Stock shall be entitled to receive the remaining available assets of the Corporation in accordance with their respective rights, if any.

        (c)    For the purposes of this Section 3: (i) a reorganization, consolidation, merger or similar transaction or series of related transactions (each, a “combination transaction”) in which the Corporation is a constituent corporation or is a party, and as a result of which combination transaction the holders of the Corporation’s voting securities immediately before the combination transaction, as a group, hold voting securities of the surviving entity immediately after the combination transaction (or such surviving entity’s parent entity if the surviving entity is owned by a parent entity) having less than 50% of the total voting power of all outstanding securities of such surviving entity (or its parent entity, if applicable) or (ii) a sale of all or substantially all of the assets of the Corporation shall, in each such case, be treated as a Liquidation Event and shall entitle the holders of Series F Preferred Stock to receive the Liquidation Preference upon such Liquidation Event.

4.     Conversion

        (a)     At the Option of Holders.  Each holder of Series F Preferred Stock may, at any time upon surrender of the certificate therefor, convert any share of Series F Preferred Stock (with, necessarily, all accrued and unpaid dividends thereon) held by such holder into fully paid and nonassessable shares of Common Stock at the Conversion Rate in effect on the date the certificate is surrendered for conversion. The Conversion Rate shall be one share of Common Stock for each share of Series F Preferred Stock, subject to adjustment as provided in Section 5 below.

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        (b)        At the Option of the Corporation.  Beginning eleven weeks after the United States Securities and Exchange Commission declares effective a registration statement filed by the Corporation to register the shares of Common Stock into which the Series F Preferred Stock is convertible, the Corporation may, at any time by giving the notice specified in Subsection 6(b), require and cause the conversion of the Series F Preferred Stock (with all accrued and unpaid dividends thereon) into fully paid and nonassessable shares of Common Stock at the Conversion Rate in effect on the Conversion Date specified in that notice. However, the Common Stock issuable upon such a conversion shall not be issued in fact, with respect to specific shares of Series F Preferred Stock, until the certificate representing those shares of Series F Preferred Stock is surrendered for conversion or the holder thereof notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.

5.     Adjustment of Conversion Rate.  The number of and kind of securities to which a holder of Series F Preferred Stock is entitled upon conversion shall be subject to adjustment from time to time as follows:

        (a)       Subdivisions, Combinations and Other Issuances.  If the Corporation shall at any time or from time to time after the date hereof, but before the conversion of Series F Preferred Stock, subdivide its outstanding Common Stock as to which rights under this Certificate of Determination exist, by split-up or spin-off, or combine shares of its outstanding Common Stock as to which rights under this Certificate of Determination exist, the number of shares of Common Stock to which a holder of Series F Preferred Stock shall be entitled, upon conversion, as of and after the date of such split-up, spin-off or combination, shall forthwith be proportionately increased or decreased.

        (b)       Stock Dividend.  If, at any time or from time to time after the date hereof, the Corporation declares a dividend or other distribution on Common Stock payable in Common Stock or other securities or rights convertible into or exchangeable for Common Stock (“Common Stock Equivalents”), without payment of any consideration by holders of Common Stock for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon exercise or conversion thereof), then the number of shares of Common Stock into which each outstanding share of Series F Preferred Stock is then convertible shall be increased as of the record date (or the date of such dividend distribution if no record date is set) for determining which holders of Common Stock shall be entitled to receive such dividends, in proportion to the increase in the number of outstanding shares (and shares of Common Stock issuable upon conversion of all Common Stock Equivalents) of Common Stock as a result of such dividend.

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(c)    Reclassification, Etc.  If, at any time or from time to time after the date hereof, the Common Stock is changed into the same or a different number of securities of any other class or classes, whether by reclassification, recapitalization or otherwise, then in any such event the holders of Series F Preferred Stock shall thereafter be entitled to receive, upon conversion of such Series F Preferred Stock, the number of shares or other securities, property, cash or other consideration resulting from the reclassification, recapitalization or other change, which would have been received by the holders of Series F Preferred Stock had such holders’ Series F Preferred Stock been converted into Common Stock immediately prior to such reclassification, recapitalization or change.

(d)    Adjustments for Other Dividends and Distributions.  If at any time or from time to time after the date hereof, the Corporation pays a dividend or makes another distribution to the holders of the Common Stock payable in securities of the Corporation, other than an event described in Subsection 5(b) above but without payment of consideration by holders of the Common Stock for the additional securities, then in each such event provision shall be made so that the holders of the Series F Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable upon conversion thereof, the type and number of securities of the Corporation which they would have received had their Series F Preferred Stock been converted into Common Stock on the date of such event (or such record date, as applicable) and had they thereafter, during the period from the date of such event (or such record date, as applicable) to and including the conversion date, retained such securities receivable by them during that period.

(d)    Adjustments: Additional Shares, Securities or Assets.  If at any time, as a result of an adjustment made pursuant to this Section 5, the holders of Series F Preferred Stock shall become entitled to receive shares or other securities other than Common Stock, then, wherever appropriate, all references in this Certificate to shares of Common Stock shall be deemed to refer to and include such shares or other securities, and thereafter the number of such shares or other securities shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 5.

(e)    Notice of Adjustments.  Whenever the number of shares of Common Stock or type of securities issuable upon the conversion of shares of Series F Preferred Stock shall be adjusted pursuant to this Section 5, the Corporation shall prepare and sign a notice setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which the adjustment was calculated and the number of shares of Common Stock or type of securities issuable upon conversion after giving effect to the adjustment, and shall cause a copy of the notice to be mailed (by first class mail, postage prepaid) to the holders of Series F Preferred Stock.

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6.        Mechanisms for Effecting Conversions

(a)    For Conversion at the Option of the Holder.  In the case of the conversion of shares of Series F Preferred Stock at the option of their holder, such conversion shall be effected by the holder’s surrendering the certificate or certificates representing those shares to the Corporation, together with a written conversion notice (a “Conversion Notice”). The Conversion Notice shall specify the date on which the conversion is to be effected, which may not be before the date the holder surrenders those certificates and delivers the Conversion Notice (the “Conversion Date”). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the first business day after the date that the certificates and Conversion Notice are received by the Corporation.

(b)    For Conversion at the Option of the Corporation.  In the case of the conversion of shares of Series F Preferred Stock at the option of the Corporation, the Corporation shall give the holders of the Series F Preferred Stock a Conversion Notice stating that the Series F Preferred Stock is being converted. That Conversion Date shall specify a Conversion Date, which shall not be before the date that is five business days after the date the Corporation gives the notice.

7.        Delivery of Stock Certificates

(a)    As soon as practicable after conversion of any shares of Series F Preferred Stock, the Corporation (at its expense including, without limitation, the payment by it of any applicable issue taxes) will cause to be issued, in the name of and delivered to the holders of such Series F Preferred Stock, or as the holders of the Series F Preferred Stock may lawfully direct, a certificate or certificates for the number of fully paid and nonassessable shares of Common Stock to which the holders of Series F Preferred Stock shall be entitled on such conversion, together with any other stock, securities or property to which the holders of Series F Preferred Stock are entitled upon such conversion.

(b)    In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, if the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) fast automated securities transfer program, upon request of the holders of Series F Preferred Stock and pursuant to this Section 7, the Corporation shall direct its transfer agent to electronically transmit the Common Stock issuable upon conversion to the holder by crediting the account of the holder’s prime broker with DTC through its deposit withdrawal agent commission system.

(c)    In lieu of any fractional shares to which a holder of the Series F Preferred Stock would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of one share of Common Stock. Whether fractional shares would otherwise be issuable upon such conversion shall be

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determined on the basis of the total number of shares of Series F Preferred Stock of the holder at the time being converted into Common Stock and the number of shares of Common Stock issuable upon that aggregate conversion.

8.    Reservation of Shares Issuable Upon Conversion.  The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series F Preferred Stock, that number of shares of Common Stock as shall be necessary to effect the conversion of the Series F Preferred Stock into Common Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series F Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

9.    No Impairment.  The Corporation shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the holders of the Series F Preferred Stock against impairment. Because the Corporation’s right to cause conversion of the Series F Preferred Stock (see Subsection 4(b) above) depends on the registration with the Securities and Exchange Commission of the Common Stock into which the Series F Preferred Stock is convertible and because the Corporation will need the cooperation and assistance of the holder or holders of the Series F Preferred Stock to effect that registration, the holder or holders of the Series F Preferred Stock shall, likewise, in good faith assist the Corporation in carrying out all actions required of such holder or holders as may be reasonably necessary or appropriate in order to enable the Corporation to complete that registration promptly.

10.    No Reissuance of Series F Preferred Stock.  No share or shares of Series Preferred Stock acquired by the Corporation by reason of purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

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IN WITNESS WHEREOF, the undersigned each declares under penalty of perjury that the matters set out in the foregoing certificate are true of his or her own knowledge. The undersigned have executed this certificate at Novato, California as of November 20, 2002.

ROBERT J. DORIS,

President

MARY C. SAUER,

Secretary

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EX-99.6

EXHIBIT 99.6

news release SONIC^™

FOR IMMEDIATE RELEASE

December 18, 2002

NASDAQ: SNIC

Sonic Solutions Completes Acquisition of VERITAS’

Desktop and Mobile Division

Marin County, CA (December 18, 2002) – Sonic Solutions [NASDAQ: SNIC], the world leader in DVD creation software, announced today that it has successfully completed its acquisition of the Desktop and Mobile Division (“DMD”) of VERITAS Software Corporation.

The addition of DMD’s CD and DVD-ROM applications enables Sonic to offer its OEM customers the broadest DVD product line with Audio CD/ DVD-ROM, PC Backup, Video CD and DVD-Video.

About Sonic Solutions (NASDAQ: SNIC)

Based in Marin County, California, Sonic (http://www.sonic.com) is the world’s leading manufacturer of solutions for DVD creation. Sonic MyDVD^® (http://www.mydvd.com) is the first DVD authoring application for consumers, and is the leading DVD solution among DVD recorder and PC manufacturers. Sonic DVDit!^® (http://www.dvdit.com) is the leading DVD authoring application for videographers and corporate video producers; more than two million copies of MyDVD and DVDit! have been shipped. With its high-performance MPEG decoding engine and support for Microsoft DirectX^®, Sonic CinePlayer^™ provides the highest-quality video and audio playback of DVDs or Video CDs. Sonic DVD Creator^®, Sonic Scenarist^®, Sonic ReelDVD^® and Sonic DVD Producer^™ are the most widely used systems for professional DVD publishing, and are installed worldwide at major studios, post production facilities and in corporate marketing departments. Sonic’s AuthorScript^® engine for DVD formatting and burning is licensed by leading software developers including Adobe, Microsoft and Sony. Sonic is a full voting member of the DVD Forum, the standards-setting body for the DVD format.

Sonic, the Sonic logo, CinePlayer, Edit-on-DVD and OpenDVD are trademarks of Sonic Solutions. AuthorScript, AutoDVD, DVD Creator, MyDVD, DVDit!, and ReelDVD, Scenarist and Sonic Solutions are registered trademarks of Sonic Solutions. All other company or product names are trademarks of their respective owners and, in some cases, are used by Sonic under license. Specifications, pricing and delivery schedules are subject to change without notice.

FOR MORE INFORMATION, CONTACT:
A. Clay Leighton, Chief Financial Officer, Sonic Solutions	Carolyn Bass or Rob Hawkins, Market Street Partners
415.893.8000 phone    •    415.893.8008 fax	415.321.2455 phone    •    415.321.2450 fax

Sonic Solutions	•    101 Rowland Way	•    Novato, CA 94945	•    tel: 415.893.8000    •
	fax: 415.893.8008	•    www.sonic.com

sonic to Acquire VERITAS Desktop and Mobile Division

clay_leighton@sonic.com email carolyn@marketstreetpartners.com email rob@marketstreetpartners.com email