EX-99.1 2 rrd244813_28596.htm NOTICE OF SETTLEMENT DC6906.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing
1    UNITED STATES DISTRICT COURT 
 
2    NORTHERN DISTRICT OF CALIFORNIA 
 
3         
    RALPH D. WILDER, et al., Derivatively on    ) No. C-07-1500-CW 
4    Behalf of SONIC SOLUTIONS,    ) 
        ) NOTICE OF PROPOSED SETTLEMENT 
5                                                                                     Plaintiffs,    ) OF ACTIONS AND OF SETTLEMENT 
        ) HEARING THEREON 
6                       vs.    ) 
        ) 
7    ROBERT J. DORIS, et al.,    ) 
        ) 
8                                                                                     Defendants,    ) 
        ) 
9                       – and –    ) 
        ) 
10    SONIC SOLUTIONS, a California    ) 
    corporation,    ) 
11        ) 
                                                               Nominal Defendant.    ) 
12        ) 


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    NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING 
    THEREON; No. C-07-1500-CW 


1    TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON 
    STOCK OF SONIC SOLUTIONS, INC. (“SONIC SOLUTIONS” OR THE “COMPANY”) AS 
2    OF MAY 5, 2009 (THE “RECORD DATE”) (“CURRENT SONIC SOLUTIONS 
    SHAREHOLDERS”): 
3     

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE

4      RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF THE ABOVE- CAPTIONED SHAREHOLDER DERIVATIVE ACTION (THE “FEDERAL ACTION”)
 
5      AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY THESE LEGAL PROCEEDINGS IN THE FEDERAL
 
6      ACTION. IF THE COURT APPROVES THE SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT
 
7      AND FROM PURSUING THE RELEASED CLAIMS (AS DEFINED HEREIN).
 
8      IF YOU HOLD SONIC SOLUTIONS COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH
 
9      BENEFICIAL OWNER. THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS CONCERNING THE MERITS OF THE FEDERAL ACTION. THE
 
10      RECITATION OF THE BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED HEREIN DOES NOT CONSTITUTE THE FINDINGS OF
 
11      THE COURT. IT IS BASED ON REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES.
 
12     
 
        Notice is hereby provided to you of the proposed settlement (the “Settlement”) in the Federal 
13             
    Action. This Notice is provided by Order of the United States District Court for the Northern 
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    District of California, Oakland Division (the “Federal Court”). It is not an expression of any opinion 
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    by the Federal Court. It is to notify you of the terms of the proposed Settlement of the Federal 
16             
    Action and State Action (as defined below), and your rights related thereto. The terms used herein 
17             
    are consistent with the terms defined in the Stipulation of Settlement, which is on file with the 
18             
    Federal Court.     
19             
    I.    WHY THE COMPANY HAS ISSUED THIS NOTICE     
20             
        A proposed Settlement has been reached between the parties in the State Action and the 
21             
    parties in the above-captioned Federal Action brought on behalf of Sonic Solutions. The Individual 
22             
    Defendants are Robert J. Doris, Mary C. Sauer, James A. Moorer, Michael C. Child, Robert M. 
23             
    Greber, Peter J. Marguglio, Mark Ely, R. Warren Langley, A. Clay Leighton, Kirk Paulsen, Michael 
24             
    J. Costello, Christopher A. Kryzan and David C. Habiger.     
25             
        The Federal and State Actions were brought derivatively on behalf of Sonic Solutions to 
26             
    recover damages allegedly caused to Sonic Solutions by the Individual Defendants’ alleged actions 
27             
    in connection with Sonic Solutions’ historical stock option granting practices and accounting thereof. 
28             



 
    NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 1 - 
    THEREON; No. C-07-1500-CW     


1      A shareholder derivative action is a lawsuit brought by a shareholder of a corporation, on behalf of,
 
2      and for the benefit of, the corporation.
 
3      Under the Settlement, which is subject to Court approval, several Individual Defendants
 
4      voluntarily agreed to repay the after-tax difference between the exercise price and adjusted price on
 
5      exercised stock option grants in the amount of $136,850.22. In addition, as a result of the filing and
 
6      prosecution of the Actions, several Individual Defendants agreed to reprice stock options valued at
 
7      $347,114.78. In addition, as a result of the Settlement, Sonic Solutions has adopted or will adopt
 
8      certain material corporate governance measures and procedures.
 
9      Your rights may be affected by the Settlement. If approved by the Court, the Settlement will
 
10      result in the final dismissal with prejudice of both the Federal Action and related shareholder
 
11      derivative litigation styled McCay v. Doris, et al., No. CV 073038 VAA, which is currently pending
 
12      in the Superior Court of California for Marin County (the “State Action”, collectively with the
 
13      Federal Action, the “Actions”).
 
14      A hearing (the “Final Settlement Hearing”) will be held by the Court in Court Room 2, in the
 
15      United States District Court for the Northern District of California, Oakland Division courthouse
 
16      located at 1301 Clay Street, Oakland, California 94612, on August 6, 2009 at 2:00 p.m. to determine
 
17      whether the proposed Settlement is fair, reasonable and adequate, whether judgment should be
 
18      entered giving final approval to the Settlement and dismissing the Federal Action with prejudice, and
 
19      whether the Fee and Expense Award (as defined in Section V below) should be approved by the
 
20      Court.
 
21      There will be no claims procedure. This case was brought to protect the interests of Current
 
22      Sonic Solutions Shareholders. Its resolution will result in payments to the Company and changes to
 
23      the Company’s corporate governance.
 
24      The parties believe that the terms of the Settlement are fair, reasonable, and adequate. The
 
25      parties have concluded that further litigation of the Actions could be protracted, disruptive and
 
26      costly, and have taken into account the uncertainty and risks inherent in any litigation, especially in
 
27      complex shareholder litigation like the Actions. The parties therefore believe it is desirable that the
 
28     
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 2 - 
THEREON; No. C-07-1500-CW     


1      Actions be fully and finally settled in the manner described in the Stipulation of Settlement signed
 
2      by the parties on May 5, 2009 (the “Stipulation”).
 
3      II. WHAT THE ACTIONS ARE ABOUT
 
4      The Federal and State Actions are shareholder derivative actions brought derivatively for the
 
5      benefit of nominal defendant Sonic Solutions against certain members of the Company’s Board of
 
6      Directors (the “Board”) and various of its current and former executive officers (collectively, the
 
7      “Individual Defendants,” and together with nominal defendant Sonic Solutions, the “Defendants”).
 
8      On February 1, 2007, Sonic Solutions announced that the Company’s Audit Committee of
 
9      the Board (the “Audit Committee”) had commenced an investigation of the Company’s historical
 
10      and current stock option granting practices. Shortly thereafter, on March 15, 2007, plaintiff Ralph
 
11      D. Wilder filed a shareholder derivative action on behalf of Sonic Solutions in the Federal Court,
 
12      captioned Wilder v. Doris, et. al., Case No. C-07-01500. Subsequently, three separate related
 
13      shareholder derivative actions were filed in the Federal Court alleging similar facts and the same or
 
14      similar causes of action against the same or similar Defendants. On June 27, 2007, plaintiff Robert
 
15      McCay filed in the State Court a shareholder derivative action captioned McCay v. Doris, et al., No.
 
16      CV 073038 VAA (Marin Super. Ct.).
 
17      Starting in late 2007, the Parties began engaging in settlement discussions. On December 10,
 
18      2007, Federal Plaintiffs’ Counsel sent an initial demand letter to Defendants’ Counsel. In order to
 
19      facilitate the settlement discussions, the parties stipulated to extend the date of Sonic Solutions’
 
20      response to the Complaint. During the next few months, the Parties continued to engage in extensive
 
21      arm’s-length settlement discussions during which all of the issues were thoroughly discussed in a
 
22      frank exchange of views on the merits and the value of the claims and defenses thereto. Federal
 
23      Plaintiffs’ Counsel conferred with counsel for Defendants on multiple occasions to discuss monetary
 
24      relief and therapeutic remedies. On March 24, 2008, counsel for Federal Plaintiffs requested non-
 
25      public documents and information related to the Audit Committee’s investigation and the
 
26      restatement.
 
27      On February 26, 2008, Sonic Solutions announced the conclusions of the Audit Committee’s
 
28      investigation. The Company announced that “a substantial number of stock options granted during
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 3 - 
THEREON; No. C-07-1500-CW     


1      the Review Period were not correctly accounted for in accordance with accounting principles
 
2      generally accepted in the United States applicable at the time those grants were made.” As a result,
 
3      the Company recorded a net expense, before taxes, of $31,481,000 for fiscal years ended March 31,
 
4      1998 through March 31, 2006 and the six months ended September 30, 2006.
 
5      On April 30, 2008, Federal Plaintiffs filed a Consolidated Class Action and Shareholder
 
6      Derivative Complaint (the “Complaint”). The Complaint seeks relief based on federal claims for
 
7      violations of Sections 10(b), 14(a) and 20(a) and Rules 10b-5 and 14-A-9 of the Securities Exchange
 
8      Act, state law claims for accounting, breach of fiduciary duty and/or aiding and abetting, unjust
 
9      enrichment, rescission and violation of California Corporations Code § 600(c).
 
10      On June 4, 2008, counsel for Federal Plaintiffs and counsel for Sonic Solutions met in person
 
11      to discuss settlement issues. Prior to and at the meeting, Sonic Solutions’ counsel provided Federal
 
12      Plaintiffs’ Counsel with non-public documents related to the Audit Committee’s investigation and
 
13      the restatement, and Federal Plaintiffs’ Counsel reviewed the documents and analyzed Sonic
 
14      Solutions’ public filings.
 
15      On June 12, 2008, Sonic Solutions held an annual shareholder meeting effectively mooting
 
16      the Federal Plaintiffs’ class claim brought under California Corporations Code § 600(c).
 
17      On July 24, 2008 and November 3, 2008, the parties to the Federal and State Actions
 
18      participated in two separate mediations before the Honorable Howard B. Wiener (Ret.), a former
 
19      Associate Justice of the California Court of Appeal. As a result of these lengthy, arm’s-length
 
20      settlement discussions, the parties have agreed to settle the Federal and State Actions on the terms
 
21      and subject to the conditions set forth in the Stipulation.
 
22      III. TERMS OF THE PROPOSED SETTLEMENT
 
23      The terms and conditions of the proposed Settlement are set forth in the Stipulation described
 
24      above. The Stipulation has been filed with the Court. The following is only a summary of its terms.
 
25      Under the Settlement, which is subject to Court approval, several Individual Defendants
 
26      voluntarily agreed to repay the after-tax difference between the exercise price and adjusted price on
 
27      exercised stock option grants in the amount of $136,850.22. In addition, several Individual
 
28     
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 4 - 
THEREON; No. C-07-1500-CW     


1      Defendants agreed to reprice their stock options conferring a benefit to the Company in the amount
 
2      of $347,114.78.
 
3      In addition to the monetary recovery, the Company has agreed to implement and/or codify
 
4      various corporate governance reforms, including measures related to the granting and administration
 
5      of stock options. These measures are described in the Stipulation and represent multi-tiered and
 
6      comprehensive corporate governance practices involving stock options and other compensation and
 
7      related disclosure and accounting policies. For example, the Company has substantially reformed
 
8      its stock option granting practices and controls, including, among other things, setting a fixed date
 
9      for the Board meeting at which all stock option grants to Section 16 officers and directors will be
 
10      approved, avoiding the use of unanimous written consents in the granting of stock options except
 
11      where necessary, requiring shareholder approval for the repricing of any options to Section 16
 
12      officers and directors and revoking all delegations of authority to grant stock options. Additionally,
 
13      the Company has agreed to: (i) seek a new independent director; (ii) institute a compensation “claw-
 
14      back” policy designed to recover any net option exercise profits or cash bonuses from Section 16
 
15      officers whose intentional misconduct resulted in a restatement of the Company‘s audited financial
 
16      statements; (iii) empower the Chairman of the Audit Committee with certain responsibilities of a
 
17      lead independent director; (iv) reform the Company’s audit controls and procedures; and (v) require
 
18      director education and training.
 
19      The Settlement is conditioned, among other things, upon the Court entering Judgment
 
20      dismissing the Federal Action with prejudice and upon dismissal of the State Action with prejudice.
 
21      IV. WHAT CLAIMS THE SETTLEMENT WILL RELEASE
 
22      Pursuant to the terms of the Stipulation, the Federal Action shall be dismissed with prejudice
 
23      and Federal Plaintiffs, on their own behalf individually and derivatively on behalf of Sonic Solutions
 
24      and Sonic Solutions’ shareholders, and Sonic Solutions shall have, and by operation of the Judgment
 
25      shall be deemed to have, fully, finally, and forever released, relinquished and discharged all
 
26      Released Claims against the Released Persons and all claims that were made or could have been
 
27      made against the Released Persons arising out of, relating to, or in connection with the prosecution,
 
28      defense, Settlement or resolution of the Federal Action, including Unknown Claims. Each of the
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 5 - 
THEREON; No. C-07-1500-CW     


1      Released Parties shall be deemed to have, and by operation of the Judgment shall have, fully, finally,
 
2      and forever released, relinquished and discharged Plaintiffs and Plaintiffs’ Counsel from all claims
 
3      (including Unknown Claims), arising out of, relating to, or in connection with the institution,
 
4      prosecution, assertion, Settlement or resolution of the Action or the Released Claims. The Parties
 
5      will then cooperate to seek dismissal of the State Action.
 
6      “Released Persons” means each and all of the Released Parties and the Related Persons.
 
7      “Released Parties” means Sonic Solutions and Individual Defendants Robert J. Doris, Mary
 
8      C. Sauer, James A. Moorer, Michael C. Child, Robert M. Greber, Mark Ely, Peter J. Marguglio, R.
 
9      Warren Langley, A. Clay Leighton, Kirk Paulsen, Michael J. Costello, Christopher A. Kryzan and
 
10      David C. Habiger.
 
11      “Related Persons” means each of the Released Parties’ present or former spouses, heirs,
 
12      executors, estates, administrators, any entity in which a Defendant and/or any member(s) of that
 
13      Defendant’s immediate family has or had a controlling interest, or any trust of which any Defendant
 
14      is or was the settler or which is or was for the benefit of any Defendant and/or member(s) of his or
 
15      her family, each of the Defendants’ present and former attorneys, legal representatives, directors’
 
16      and officers’ liability insurers and reinsurers and assigns in connection with the Actions, and all past
 
17      and present directors, officers, agents, underwriters, controlling shareholders, investment bankers,
 
18      advisors, accountants, auditors, servants, employees, affiliates, predecessors, successors, parents,
 
19      subsidiaries, divisions, joint ventures and joint venturers, related or affiliated entities, assigns and
 
20      attorneys for nominal defendant Sonic Solutions and their counsel.
 
21      “Released Claims” means any and all claims, rights, demands, causes of action, suits,
 
22      matters, and issues of every kind and nature whatsoever, including, but not limited to, those arising
 
23      under contract, statute, or common law that have been asserted or could have been asserted by Sonic
 
24      Solutions or by shareholders suing derivatively on behalf of Sonic Solutions against the Released
 
25      Persons: (a) in the Actions; or (b) based on or related to the facts, transactions, events, occurrences,
 
26      acts, disclosures, statements, omissions or failures to act relating to the grant, award, accounting,
 
27      receipt, or exercise of any and all Sonic Solutions stock options granted or issued up to and through
 
28     
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 6 - 
THEREON; No. C-07-1500-CW     


1      the date of this Stipulation, including all matters alleged in any of the complaints filed in the Actions
 
2      (including “Unknown Claims”).
 
3      “Unknown Claims” means any Released Claim which any Settling Party or Related Person
 
4      does not know or suspect to exist in his, her or its favor at the time of the release of the Released
 
5      Persons which, if known by him, her or it, might have affected his, her or its Settlement with and
 
6      release of the Released Persons, or might have affected his, her or its decision not to object to this
 
7      Settlement.
 
8      V. PLAINTIFFS’ ATTORNEYS’ FEES AND EXPENSES
 
9      After negotiating the terms of the Settlement, Sonic Solutions and Plaintiffs negotiated the
 
10      attorneys’ fees that Sonic Solutions’ insurer would pay to counsel for Federal Plaintiffs and State
 
11      Plaintiff (“Plaintiffs’ Counsel”). Sonic Solutions’ insurer has agreed to pay the sum of $775,000 to
 
12      Plaintiffs’ Counsel for their fees and expenses, subject to Court approval of the Settling Parties’
 
13      agreement (the “Fee and Expense Award”). The Fee and Expense Award includes fees and expenses
 
14      incurred by Plaintiffs’ Counsel in connection with the prosecution and settlement of both the Federal
 
15      Action and the State Action. To date, Plaintiffs’ Counsel have not received any payments or
 
16      reimbursement for their efforts on behalf of Sonic Solutions shareholders. The Fee and Expense
 
17      Award will compensate Plaintiffs’ Counsel for the results achieved in the Actions, and the risks of
 
18      undertaking the prosecution of the Actions on a contingent basis. The Settlement, however, is not in
 
19      any way conditioned upon the Court’s approval of the Fee and Expense Award. The Court has not
 
20      yet approved the Fee and Expense Award.
 
21      VI. REASONS FOR THE SETTLEMENT
 
22      Why Did Plaintiffs Agree to Settle?
 
23      Before executing the Stipulation, Plaintiffs’ Counsel conducted an extensive investigation
 
24      which included: (i) inspecting, reviewing and analyzing the Company’s public financial filings as
 
25      well as non-public documents produced to Plaintiffs’ Counsel; (ii) developing statistical models to
 
26      identify potentially backdated options; (iii) researching corporate governance issues; (iv)
 
27      participating in numerous in-person and telephonic meetings with Defendants’ counsel; and (v)
 
28     
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 7 - 
THEREON; No. C-07-1500-CW     


1      researching the applicable law with respect to the claims asserted in the complaints filed in the
 
2      Federal and State Actions and potential defenses thereto.
 
3      Based upon their investigation as set forth above, Plaintiffs and their counsel have concluded
 
4      that the terms and conditions of the Stipulation are fair, reasonable and adequate to Plaintiffs,
 
5      Current Sonic Solutions Shareholders, and Sonic Solutions, and is in their best interests, and have
 
6      agreed to settle the claims raised in the Actions pursuant to the terms and provisions of the
 
7      Stipulation after considering, among other things: (a) the substantial benefits that Current Sonic
 
8      Solutions Shareholders and Sonic Solutions have received or will receive from the Settlement, (b)
 
9      the attendant risks of continued litigation of the Actions, (c) remedial actions taken by the Company
 
10      and its Board of Directors in response to alleged stock option dating issues at Sonic Solutions, and
 
11      (d) the desirability of permitting the Settlement to be consummated.
 
12      In particular, Plaintiffs and their counsel considered the significant litigation risk inherent in
 
13      the Actions. The law imposes significant burdens on plaintiffs for pleading and proving a
 
14      shareholder derivative claim. While Plaintiffs believe their claims are meritorious, Plaintiffs
 
15      acknowledge that there is a substantial risk that the Actions may not succeed in producing a recovery
 
16      in light of the applicable legal standards and possible defenses. Plaintiffs and their counsel believe
 
17      that, under the circumstances, they have obtained the best possible relief for Sonic Solutions and
 
18      Current Sonic Solutions Shareholders.
 
19      Why Did the Defendants Agree to Settle?
 
20      Defendants have denied and continue to deny each and all of the claims and contentions
 
21      alleged by Plaintiffs in the Actions. Defendants expressly have denied and continue to deny all
 
22      charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or
 
23      omissions alleged, or that could have been alleged, in the Actions. Defendants also have denied and
 
24      continue to deny, inter alia, the allegations that Plaintiffs, Sonic Solutions or its shareholders have
 
25      suffered damage, or that Plaintiffs, Sonic Solutions or its shareholders were harmed by the conduct
 
26      alleged in the Actions. Defendants have further asserted that at all relevant times, they acted in good
 
27      faith, and in a manner they reasonably believed to be in the best interests of Sonic Solutions and its
 
28      shareholders.
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 8 - 
THEREON; No. C-07-1500-CW     


1      Nonetheless, Defendants have concluded that further litigation of the Actions would be
 
2      protracted and expensive, and that it is desirable that the Actions be fully and finally settled in the
 
3      manner and upon the terms and conditions set forth in the Stipulation. Defendants entered into the
 
4      Stipulation solely because the proposed settlement would eliminate the burden and expense of
 
5      further litigation, and without admitting any wrongdoing or liability whatsoever.
 
6      VII. SETTLEMENT HEARING
 
7      On August 6, 2009, at 2:00 p.m., the Court will hold the Final Settlement Hearing in
 
8      Courtroom 2, on the fourth floor of the United States District Court for the Northern District of
 
9      California courthouse located at 1301 Clay Street, Oakland, California 94612. At the Final
 
10      Settlement Hearing, the Court will consider whether the Settlement is fair, reasonable and adequate
 
11      and thus should be finally approved and whether the Federal Action should be dismissed with
 
12      prejudice pursuant to the Stipulation. The Court also will rule upon the Fee and Expense Award.
 
13      VIII. RIGHT TO ATTEND SETTLEMENT HEARING
 
14      Any Current Sonic Solutions Shareholder may, but is not required to, appear in person at the
 
15      Final Settlement Hearing. If you want to be heard at the Final Settlement Hearing in opposition to
 
16      the Settlement or the Fee and Expense Award in the Actions, then you must first comply with the
 
17      procedures for objecting, which are set forth below. The Court has the right to change the hearing
 
18      dates or times without further notice. Thus, if you are planning to attend the Final Settlement
 
19      Hearing, you should confirm the date and time before going to the Court. CURRENT SONIC
 
20      SOLUTIONS SHAREHOLDERS WHO HAVE NO OBJECTION TO THE SETTLEMENT DO
 
21      NOT NEED TO APPEAR AT THE FINAL SETTLEMENT HEARING OR TAKE ANY OTHER
 
22      ACTION.
 
23      IX. RIGHT TO OBJECT TO THE SETTLEMENT; PROCEDURES FOR DOING SO
 
24      You have the right to object to any aspect of the Settlement. You must object in writing, and
 
25      you may request to be heard at the Final Settlement Hearing. If you choose to object, then you must
 
26      follow the following procedures.
 
27      You Must Make Detailed Objections in Writing
 
28      Any objections must be presented in writing and must contain the following information:
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 9 - 
THEREON; No. C-07-1500-CW     


1      1. Your name, legal address, and telephone number;
 
2      2. Proof of being a Current Sonic Solutions Shareholder as of the Record Date;
 
3      3. The date(s) you acquired your Sonic Solutions shares;
 
4      4. A detailed statement of your specific position with respect to the matters to be
 

5 heard at the Settlement Hearing, including a statement of each objection being 6 made;

7 5. The grounds for each objection or the reasons for your desiring to appear and to be 8 heard;

9 6. Notice of whether you intend to appear at the Final Settlement Hearing (this is not 10 required if you have lodged your objection with the Court); and

11 7. Copies of any papers you intend to submit to the Court, along with the names of 12 any witness(es) you intend to call to testify at the Final Settlement Hearing and the 13 subject(s) of their testimony.

14      The Court will not consider any objection that does not substantially comply with these
 
15      requirements.
 
16      You Must Timely Deliver Written Objections to the Court, Plaintiffs’ Counsel, and Defendants’ Counsel
 
17     
 

YOUR WRITTEN OBJECTIONS MUST BE ON FILE WITH THE CLERK OF THE

18

     COURT NO LATER THAN JULY 23, 2009. The Court Clerk’s address is: 19 Clerk of the Court

20 United States District Court Northern District of California

21 United States Courthouse 1301 Clay Street

22 Oakland, CA 94612

23      YOU ALSO MUST DELIVER COPIES OF THE MATERIALS TO PLAINTIFFS’
 
24      COUNSEL AND COUNSEL FOR DEFENDANTS SO THEY ARE RECEIVED NO LATER
 
25      THAN JULY 23, 2009. Counsel’s addresses are:
 
26     
 
27     
 
28     
 
NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 10 - 
THEREON; No. C-07-1500-CW     


1    Eric L. Zagar 
    Barroway Topaz Kessler, Meltzer & Check, LLP 
2    280 King of Prussia Road 
    Radnor, PA 19087 
3     
Counsel for Federal Plaintiffs
4     
    Sara B. Brody 
5    Sidley Austin LLP 
    555 California Street 
6    San Francisco, CA 94104 
 
7    Counsel for Defendants 

8      The Court will not consider any objection that is not timely filed with the Court or not
 
9      timely delivered to Plaintiffs’ Counsel and counsel for Defendants. Any Person or entity who fails
 
10      to object or otherwise request to be heard in the manner prescribed above will be deemed to have
 
11      waived the right to object to any aspect of the Settlement or otherwise request to be heard
 
12      (including the right to appeal) and will be forever barred from raising such objection or request to
 
13      be heard in this or any other action or proceeding.
 
14      X. HOW TO OBTAIN ADDITIONAL INFORMATION
 
15      This Notice summarizes the Stipulation. It is not a complete statement of the events of the
 
16      Actions or the Stipulation. Although the parties believe that the descriptions about the Settlement
 
17      that are contained in this Notice are accurate in all material respects, in the event of any
 
18      inconsistencies between the descriptions in this Notice and the Stipulation, the Stipulation will
 
19      control.
 
20      You may inspect the Stipulation and other papers in the Federal Action at the United States
 
21      District Clerk’s office at any time during regular business hours of each business day. The Clerk’s
 
22      office is located at 1301 Clay Street, Oakland, California 94612. However, you must appear in
 
23      person to inspect these documents. The Clerk’s office will not mail copies to you.
 
24      PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO EITHER
 
25      THE COURT OR THE CLERK’S OFFICE. Any questions you have about matters in this Notice
 
26      should be directed by telephone or in writing to Plaintiffs’ Counsel, Eric L. Zagar, at the address set
 
27      forth above.
 
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NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 11 - 
THEREON; No. C-07-1500-CW     


1      PLEASE DO NOT TELEPHONE THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE
 
2     
 
    Dated: June 3, 2009    BY ORDER OF THE UNITED STATES     
3        DISTRICT COURT OF THE NORTHERN     
        DISTRICT OF CALIFORNIA     
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    NOTICE OF PROPOSED SETTLEMENT OF ACTIONS AND OF SETTLEMENT HEARING    - 12 - 
    THEREON; No. C-07-1500-CW