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): November 8, 2006

                                 SONIC SOLUTIONS
             (Exact name of registrant as specified in its charter)

          California                   23190                     93-0925818
(State or other jurisdiction        (Commission               (I.R.S. Employer
      of organization)              File Number)             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

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):

     |_|  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01. OTHER EVENTS

     On November 8, 2006, Sonic Solutions (the "Company") issued a press release
providing certain guidance. A copy of the press release, dated November 8, 2006,
is attached hereto as Exhibit 99.1. The information in this Item 8.01 of Form
8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The
information in this Item 8.01 of Form 8-K and Exhibit 99.1 shall not be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     d. Exhibits

     The following exhibit is furnished with this Current Report on Form 8-K:

     Exhibit                            Description
     -------    ----------------------------------------------------------------
      99.1      Press Release of Sonic Solutions dated November 8, 2006






                                        2



                                   SIGNATURES

     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.



                              SONIC SOLUTIONS

                              By:  /s/ David C. Habiger
                                   ---------------------------------------------
                                   Name:  David C. Habiger
                                   Title: President and Chief Executive Officer
                                          (Principal Executive Officer)



Date: November 8, 2006






                                        3

EX-99.1

                                                                    Exhibit 99.1

                   Sonic Solutions Updates Financial Guidance

     NOVATO, Calif.--(BUSINESS WIRE)--Nov. 8, 2006--Sonic Solutions(R)
(NASDAQ:SNIC) management provided updated financial guidance during its second
quarter ended September 30, 2006 earnings conference call today.

     For the third fiscal quarter ending December 31, 2006, management
anticipates net revenue, on a GAAP basis, will be between $39 million and $43
million; fully diluted earnings per share will be between $0.14 and $0.21; and
non-GAAP fully diluted earnings per share will be between $0.19 and $0.26. As of
April 1, 2006, Sonic adopted Statement of Financial Accounting Standard No. 123R
("SFAS 123R"), "Share-Based Payments." The non-GAAP earnings per share forecast
for the third quarter ending December 31, 2006 excludes the impact of the stock
option expense pursuant to SFAS 123R, the amortization of acquired intangibles
expense to be recorded in the income statement, and the one time write off of
acquired in-process technology expense associated with the acquisition of
SystemOK, which Sonic forecasts will be approximately $0.02, $0.05 and $0.02 per
fully diluted share, respectively, before being adjusted for income taxes. Given
the significance and non-cash nature of these expenses, and for the reasons set
forth below, management has excluded such expenses from the non-GAAP earnings
per share guidance.

     Additionally, Sonic's management expects net revenue to grow by 20% or more
during the Company's 2008 fiscal year, with seasonal revenue patterns consistent
with those experienced in prior years.

     About Non-GAAP Financial Measures.

     To supplement Sonic's updated financial guidance for the third quarter
ending December 31, 2006, management is providing high and low forecasts of
non-GAAP fully diluted earnings per share. Management does not itself, nor does
it suggest that investors should, consider such non-GAAP financial measures in
isolation from, or as a substitute for or superior to, financial information
prepared and presented in accordance with GAAP. Management believes the non-GAAP
presentation is useful to investors because such presentation excludes non-cash
expenses of equity-based compensation relating to SFAS 123R, amortization on
acquired intangibles, and the one time write off of acquired in-process
technology expense, which offers investors a better understanding of Sonic's
core operating results and budget-planning decisions. The excluded expenses do
not result in ongoing cash expenditures and, in management's view, do not
otherwise have a material impact on Sonic's ongoing operations. In addition,
Sonic's financial results for the third quarter ended December 31, 2005 did not
include non-cash equity-based compensation expenses; therefore the exclusion of
non-cash expenses of equity-based compensation facilitates comparison of Sonic's
projections for the third quarter ending December 31, 2006 and the operating
results for the third quarter ended December 31, 2005. Additionally, the
exclusion of the one time write off of acquired in-process technology expense
improves the comparability to our results for the third quarter ended December
31, 2005, since there was no comparable expense during that quarter. Sonic
further believes this non-GAAP presentation is useful to investors in allowing
for greater transparency with respect to supplemental information used by
management in its financial and operational decision making.

     Management uses these non-GAAP measures internally to plan and forecast
future periods, to establish operational goals, to compare with its business
plan and individual operating budgets and to allocate resources. The economic
substance behind the decision to use these non-GAAP measures is an increase of
approximately $0.05, tax adjusted, per fully diluted share over the comparable
GAAP measures. Material limitations associated with the use of these measures
versus the comparable GAAP measures include the fact that our competitors, who
each have their own unique operating and acquisition history, may address the
impact of acquisitions, the one time write off of acquired in-process
technology, and/or adoption of SFAS 123R differently. Management compensates for
these limitations by providing full disclosure of the effects of the non-GAAP
measures, by presenting the corresponding GAAP financial measures in this
release and in Sonic's financial statements and by providing a reconciliation to
the corresponding GAAP measures to enable investors to perform their own
analysis.


                           Sonic Solutions
   Reconciliation of Estimated GAAP earnings per diluted share to
       Estimated non-GAAP earnings per diluted share (unaudited)




                                             Third Quarter Ending
                                              December 31, 2006,

                                              Low            High
                                        ------------------------------

  Estimated GAAP earnings per diluted
   share                                     $0.14          $0.21
  Estimated stock compensation expense
   under SFAS 123R                           0.02           0.02
  Amortization of acquired intangibles       0.05           0.05
  Acquired in-process technology             0.02           0.02
  Estimated tax impact of non-GAAP
   adjustments                               (0.04)         (0.04)
                                        ------------------------------

  Estimated non-GAAP earnings per
   diluted share                             $0.19          $0.26
                                        ==============================


     About Sonic Solutions

     Sonic Solutions (NASDAQ:SNIC - News; http://www.sonic.com) is the leader in
digital media software, providing a broad range of interoperable,
platform-independent software tools and applications for creative professionals,
business and home users, and technology partners. Sonic's products range from
advanced DVD authoring systems and interactive content delivery technologies
used to produce the majority of Hollywood DVD film releases, to the
award-winning Roxio(R)-branded CD and DVD creation, playback and backup
solutions that have become the premier choice for consumers, prosumers and
business users worldwide.

     Sonic products are globally available from major retailers as well as
online at Sonic.com and Roxio.com, and are bundled with PCs, after-market drives
and consumer electronic devices. Sonic's digital media creation engine is the de
facto standard and has been licensed by major software and hardware
manufacturers, including Adobe, Microsoft, Scientific-Atlanta, Sony, and many
others. Sonic Solutions is headquartered in Marin County, California.

     Sonic, the Sonic logo, Sonic Solutions, and Roxio are trademarks or
registered trademarks of Sonic Solutions in the U.S. and/or other countries. All
other company or product names are trademarks or registered trademarks of their
respective owners and, in some cases, are used by Sonic under license.

     Forward-Looking Statements

     This press release and Sonic's second quarter ended September 30, 2006
earnings conference call contain forward-looking statements that are based upon
current expectations. Such forward-looking statements include revenue and
earnings per share guidance for the third quarter ending December 31, 2006 and
revenue guidance for the fiscal year ending March 31, 2008; and views regarding
opportunities presented by the "download and burn" business model, our ability
to strengthen our relationships with end-users, the opportunities and benefits
achieved through Sonic's integration of the Roxio Consumer Software Division,
the evolution of, and opportunities for Sonic arising from next-generation high
definition formats and channels, future market opportunities, and the potential
benefits of our acquisition of SystemOK. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Important
factors that could cause such differences include, but are not limited to, the
timely introduction and acceptance of new products, including but not limited to
Sonic's high definition series products; the costs associated with new product
introductions and the possible adverse effect on gross margin; any fluctuation
in demand for Sonic products; the transition of products to new hardware
configurations and platforms; unforeseen increases in operating expenses, new
product introductions, cost of Sarbanes Oxley ("SOX") compliance or business
expansion; loss of significant customers or key suppliers; risks related to
acquisitions and international operations; costs associated with litigation or
prosecution and intellectual property claims; changes in effective tax rates;
and other factors, including those discussed in Sonic's annual and quarterly
reports on file with the Securities and Exchange Commission. This press release
should be read in conjunction with Sonic's most recent annual report on Form
10-K and Form 10-K/A and Sonic's other reports on file with the Securities and
Exchange Commission, which contain a more detailed discussion of Sonic's
business including risks and uncertainties that may affect future results. Sonic
does not undertake to update any forward-looking statements.


     CONTACT: Sonic Solutions
              A. Clay Leighton, 415-893-8000
              Chief Financial Officer
              Fax: 415-893-8008
              clay_leighton@sonic.com
              or
              StreetSmart Investor Relations
              Brooke Deterline, 415-893-7824
              Anne Leschin, 415-775-1788
              investinsonic@sonic.com