SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Sonic Solutions

(Name of Subject Company (Issuer))

Sparta Acquisition Sub, Inc. (Offeror)

Rovi Corporation (Parent of Offeror)

(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)

COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

835460106

(CUSIP Number of Class of Securities)

Alfred J. Amoroso

President & CEO

Rovi Corporation

2830 De La Cruz Boulevard

Santa Clara, California 95050

(408) 562-8400

(Name, address, and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

copies to:

Stephen Yu, Esq.	Jon Gavenman, Esq.
Rovi Corporation.	Cooley LLP
2830 De La Cruz Blvd.	3175 Hanover Street
Santa Clara, CA 95050	Palo Alto, CA 94304-1130
(408) 562-8400	(650) 843-5000

CALCULATION OF FILING FEE

Transaction valuation(1)	Amount of filing fee(2)(3)
$874,388,847.36	$101,516.55

(1) Estimated solely for the purpose of calculating the registration fee in accordance with the Securities Exchange Act of 1934, as amended, based on the sum of (A) $225,130,559.50, the minimum amount of cash payable in the exchange offer and subsequent first merger, plus (B) $649,258,287.86, the value of the maximum number of shares of Rovi common stock payable in the exchange offer and subsequent first merger, which is based on the average of the high and low per share prices of Rovi Corporation common stock, par value of $0.001 per share, as reported on the NASDAQ Global Select Market on January 10, 2011.

(2) The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $116.10 for each $1,000,000 of transaction value. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010.

(3) Previously Paid.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the form or schedule and the date of its filing.

Amount Previously Paid: $73,321.22	Filing Party: Rovi Corporation
Form or Registration No.: Form S-4	Date Filed: January 14, 2011

¨ Check the box if the filing relates to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO, as amended (the “Schedule TO”), originally filed on January 14, 2011, and amended on January 31, 2011, relating to the offer by Sparta Acquisition Sub, Inc., a California corporation (the “Purchaser”) and a wholly-owned subsidiary of Rovi Corporation, a Delaware corporation (“Rovi”), to purchase each outstanding share of common stock, no par value, of Sonic Solutions, a California corporation (“Sonic”). Each Sonic shareholder who participates in the Offer (as defined below) may elect to receive consideration in the form of $14.00 per share in cash (the “Cash Election”) or a fraction of a share of Rovi’s common stock equal to 0.2489 (the “Stock Election”), in each case, subject to adjustment for stock splits, stock dividends and similar events as described in the Prospectus/Offer to Purchase, dated January 14, 2011, and amended on January 31, 2011 (the “Prospectus/Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The aggregate amount of cash and of Rovi common stock available to be paid and issued in the Offer will be determined on a 55/45 basis, such that if the holders of more than 55% of the shares of Sonic common stock tendered in the Offer elect more than the amount of cash available, or if the holders of more than 45% of the shares of Sonic common stock tendered in the Offer elect more than the amount of Rovi common stock available, Sonic shareholders will receive on a pro rata basis the other kind of consideration to the extent the kind of consideration they elect to receive is oversubscribed. Sonic shareholders that tender their shares of Sonic common stock in the Offer, but do not make a Cash Election or a Stock Election will be treated as if they had made no election and the amount of cash and/or shares of Rovi common stock that they receive will be based on the amount of cash and/or shares of Rovi common stock remaining after giving effect to the Cash Elections and Stock Elections.

The offer is being made pursuant to an Agreement and Plan of Merger and Reorganization, dated as of December 22, 2010, as amended from time to time, by and among Rovi, Purchaser and Sonic, which contemplates the Offer and the subsequent merger of Purchaser with and into Sonic (the “First Merger”) with Sonic surviving as a wholly-owned subsidiary of Rovi. Immediately following the First Merger, Sonic will be merged with and into another wholly-owned subsidiary of Rovi (the “Second Merger”, and together with the First Merger, the “Mergers”). Rovi filed a registration statement with the SEC on Form S-4, dated January 14, 2011, and amended on January 31, 2011 (file no. 333-171706), with the Securities and Exchange Commission (the “SEC”) relating to the shares of Rovi common stock to be issued to Sonic shareholders and holders of options, restricted stock units and warrants to purchase shares of common stock of Sonic in the Offer and the First Merger (the “Registration Statement”). The SEC declared the Registration Statement effective on February 10, 2010. The terms and conditions of the Offer and the Mergers are described in the Prospectus/Offer to Purchase which is a part of the Registration Statement, and the related Letter of Transmittal, which are Exhibits (a)(4) and (a)(1)(A) hereto, respectively.

ITEM 1. SUMMARY TERM SHEET.

Item 1 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On February 12, 2011, Rovi announced the expiration of the Offer and that, based on preliminary information from the depositary for the tender offer, 45,790,080 shares, representing over 89.3 percent of the outstanding shares of common stock of Sonic Solutions as of the close of business on February 11, 2011, were validly tendered and not withdrawn prior to the expiration of the Offer. All of such shares have been accepted for payment in accordance with the terms of the Offer, including 6,429,921 of such shares that were tendered pursuant to the Offer’s guaranteed delivery procedure.

As previously announced on December 22, 2010, Rovi, Purchaser and Sonic signed a definitive Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) for Rovi to acquire Sonic in a stock and cash transaction. Pursuant to the Merger Agreement, each share of common stock of Sonic not accepted for payment in the Offer, other than those held by Rovi or Sonic or their respective subsidiaries, or holders who properly exercise dissenters’ rights, will be converted into the right to receive $7.70 per share in cash and 0.112 shares of Rovi Common Stock in the First Merger contemplated by the Merger Agreement. If necessary in order to accomplish the First Merger as a “short form” merger, Rovi intends to exercise the “top-up” option granted pursuant to the Merger Agreement, which permits Rovi or a subsidiary to purchase from Sonic, at a price per share equal to $14.00 per share (the same cash purchase price paid in the Offer), a number of shares of Sonic common stock sufficient to result in Rovi or a subsidiary holding at least 90% of the outstanding shares immediately after the exercise of the “top-up” option.”

ITEM 4. TERMS OF THE TRANSACTION.

Item 4 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On February 12, 2011, Rovi announced the expiration of the Offer and that, based on preliminary information from the depositary for the tender offer, 45,790,080 shares, representing over 89.3 percent of the outstanding shares of common stock of Sonic Solutions as of the close of business on February 11, 2011, were validly tendered and not withdrawn prior to the expiration of the Offer. All of such shares have been accepted for payment in accordance with the terms of the Offer, including 6,429,921 of such shares that were tendered pursuant to the Offer’s guaranteed delivery procedure.

As previously announced on December 22, 2010, Rovi, Purchaser and Sonic signed a definitive Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) for Rovi to acquire Sonic in a stock and cash transaction. Pursuant to the Merger Agreement, each share of common stock of Sonic not accepted for payment in the Offer, other than those held by Rovi or Sonic or their respective subsidiaries, or holders who properly exercise dissenters’ rights, will be converted into the right to receive $7.70 per share in cash and 0.112 shares of Rovi Common Stock in the First Merger contemplated by the Merger Agreement. If necessary in order to accomplish the First Merger as a “short form” merger, Rovi intends to exercise the “top-up” option granted pursuant to the Merger Agreement, which permits Rovi or a subsidiary to purchase from Sonic, at a price per share equal to $14.00 per share (the same cash purchase price paid in the Offer), a number of shares of Sonic common stock sufficient to result in Rovi or a subsidiary holding at least 90% of the outstanding shares immediately after the exercise of the “top-up” option.”

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On February 12, 2011, Rovi announced the expiration of the Offer and that, based on preliminary information from the depositary for the tender offer, 45,790,080 shares, representing over 89.3 percent of the outstanding shares of common stock of Sonic Solutions as of the close of business on February 11, 2011, were validly tendered and not withdrawn prior to the expiration of the Offer. All of such shares have been accepted for payment in accordance with the terms of the Offer, including 6,429,921 of such shares that were tendered pursuant to the Offer’s guaranteed delivery procedure.

As previously announced on December 22, 2010, Rovi, Purchaser and Sonic signed a definitive Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) for Rovi to acquire Sonic in a stock and cash transaction. Pursuant to the Merger Agreement, each share of common stock of Sonic not accepted for payment in the Offer, other than those held by Rovi or Sonic or their respective subsidiaries, or holders who properly exercise dissenters’ rights, will be converted into the right to receive $7.70 per share in cash and 0.112 shares of Rovi Common Stock in the First Merger contemplated by the Merger Agreement. If necessary in order to accomplish the First Merger as a “short form” merger, Rovi intends to exercise the “top-up” option granted pursuant to the Merger Agreement, which permits Rovi or a subsidiary to purchase from Sonic, at a price per share equal to $14.00 per share (the same cash purchase price paid in the Offer), a number of shares of Sonic common stock sufficient to result in Rovi or a subsidiary holding at least 90% of the outstanding shares immediately after the exercise of the “top-up” option.”

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended by the addition of Exhibit (a)(5)(C) as set forth below:

(a)(5)(C) Press Release issued by Rovi Corporation on February 14, 2011

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SPARTA ACQUISITION SUB, INC.
By:	/S/    STEPHEN YU
Name:	Stephen Yu
Title:	Secretary
ROVI CORPORATION
By:	/S/    STEPHEN YU
Name:	Stephen Yu
Title:	EVP and General Counsel

Dated: February 14, 2011

INDEX TO EXHIBITS

Exhibit No.	Document
(a)(1)(A)	Form of Letter of Election and Transmittal (incorporated by reference to Exhibit 99.1 from the Registration Statement on Form S-4, filed by Rovi Corporation with the Securities and Exchange Commission on January 14, 2011)
(a)(1)(B)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 from Rovi Registration Statement on Form S-4, filed by Rovi Corporation with the Securities and Exchange Commission on January 14, 2011)
(a)(1)(C)	Form of Letter from the Information Agent to Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 from the Registration Statement on Form S-4, filed by Rovi Corporation with the Securities and Exchange Commission on January 14, 2011)
(a)(1)(D)	Form of Letter to Clients with respect to the Prospectus/Offer to Purchase for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 from the Registration Statement on Form S-4, filed by Rovi Corporation with the Securities and Exchange Commission on January 14, 2011)
(a)(4)	Prospectus/Offer to Purchase relating to shares of Rovi Common Stock to be issued in the Offer and the Merger (incorporated by reference to Amendment No. 1 to Registration Statement on Form S-4, filed by Rovi Corporation with the Securities and Exchange Commission on January 31, 2011)
(a)(5)(A)	Form of Summary Advertisement published in the Wall Street Journal on January 14, 2011 (incorporated by reference to Form 425 filed by Rovi Corporation on January 14, 2011).
(a)(5)(B)	Press Release issued by Rovi Corporation on January 24, 2011 (incorporated by reference from the Form 425 filed by Rovi Corporation with the Securities and Exchange Commission on January 24, 2011)
(a)(5)(C)	Press Release issued by Rovi Corporation on February 14, 2011
(b)	Not applicable
(d)(1)	Agreement and Plan of Merger and Reorganization, dated as of December 22, 2010, by and among Rovi Corporation, Sparta Acquisition Sub, Inc. and Sonic Solutions (incorporated by reference to Exhibit 2.1 from the Form 8-K filed by Rovi Corporation with the Securities and Exchange Commission on December 27, 2010)
(d)(2)	Form of Shareholder Agreement, dated as of December 22, 2010, by and between Rovi Corporation and certain directors and executive officers of Sonic Solutions (incorporated by reference to Exhibit 2.2 from the Form 8-K filed by Rovi Corporation with the Securities and Exchange Commission on December 27, 2010)

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

Rovi Corporation Successfully Completes Tender Offer for Shares of Sonic Solutions With Over 89.3 Percent of Shares Tendered

SANTA CLARA, Calif., February 14, 2011 – Rovi Corporation (NASDAQ: ROVI) today announced the successful completion of its cash and stock tender offer for all of the outstanding shares of common stock of Sonic Solutions (NASDAQ: SNIC). The offer expired as scheduled at one minute following 11:59 p.m., Eastern time (midnight), on February 11, 2011. Rovi expects to cause the merger to be completed within a few days, with Sonic becoming a wholly-owned subsidiary of Rovi.

Based on preliminary information from the depositary for the tender offer, 45,790,080 shares, representing over 89.3 percent of the outstanding shares of common stock of Sonic Solutions as of the close of business on February 11, 2011, were validly tendered and not withdrawn prior to the expiration of the tender offer. All of such shares have been accepted for payment in accordance with the terms of the offer, including 6,429,921 of such shares that were tendered pursuant to the tender offer’s guaranteed delivery procedure.

As previously announced on December 22, 2010, Rovi and Sonic signed a definitive agreement for Rovi to acquire Sonic in a stock and cash transaction. Pursuant to the merger agreement, each share of common stock of Sonic not accepted for payment in the tender offer, other than those held by Rovi or Sonic or their respective subsidiaries, or holders who properly exercise dissenters’ rights, will be converted into the right to receive $7.70 per share in cash and 0.112 shares of Rovi Common Stock in the merger contemplated by the merger agreement. If necessary in order to accomplish the merger as a “short form” merger, Rovi intends to exercise the “top-up” option granted pursuant to the merger agreement, which permits Rovi or a subsidiary to purchase from Sonic, at a price per share equal to $14.00 per share (the same cash purchase price paid in the offer), a number of shares of Sonic common stock sufficient to result in Rovi or a subsidiary holding at least 90% of the outstanding shares immediately after the exercise of the “top-up” option.

Rovi will provide guidance on the impact of the Sonic acquisition on its 2011 results of operations during its fourth quarter and year end 2010 earnings conference call on February 15, 2011.

About Rovi Corporation

Rovi Corporation is focused on revolutionizing the digital entertainment landscape by delivering solutions that enable consumers to intuitively connect to new entertainment from many sources and locations. The company also provides extensive entertainment discovery solutions for television, movies, music and photos to its customers in the consumer electronics, cable and satellite, entertainment and online distribution markets. These solutions, complemented by industry leading entertainment data, create the connections between people and technology, and enable them to discover and manage entertainment in an enjoyable form.

Rovi holds over 4,700 issued or pending patents worldwide and is headquartered in Santa Clara, California, with numerous offices across the United States and around the world including Japan, Hong Kong, Luxembourg, and the United Kingdom. More information about Rovi can be found at http://www.rovicorp.com/.

For more information:

Rovi Corporation

Lauren Landfield

408 562-8400

Lauren.landfield@rovicorp.com

Linda Quach

408 562-8504

Linda.quach@rovicorp.com

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