UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

~~April~~July 275, 2006

INTERVIDEO, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-49809		94-3300070
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS ~~EmployerIdentification~~Employer Identification No.)

46430 Fremont Boulevard

Fremont, CA 94538

(Address of principal executive offices, including zip code)

(510) 651-0888

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 1.01 Entry into a Material Definitive Agreement

On ~~April~~July 275, 2006, ~~the~~InterVideo ~~Compensation~~Digital ~~Committee~~Technology ofCorp., ~~the~~a ~~Board~~wholly-owned ofsubsidiary ~~Directors~~ of InterVideo, Inc. (~~the~~ “~~Company~~InterVideo”), ~~established~~entered ~~the~~into ~~2006~~a merger ~~performance~~agreement ~~goals~~with ~~and~~Ulead ~~business~~Systems, ~~criteria~~Inc ~~for executive officers under the Company’s management bonus plan~~(“Ulead”). ~~The~~Pursuant ~~performance~~to ~~goals and business criteria under~~ the ~~plan~~merger ~~are based upon~~agreement, ~~among~~Ulead ~~others,~~will ~~the~~merge ~~achievement~~into ofInterVideo ~~certain~~Digital ~~revenue~~Technology ~~and~~Corp. ~~net~~at ~~income target levels and~~ the ~~execution~~consideration of ~~the~~NT$30 ~~Company’s~~(approximately ~~operating plan~~U.S$0.93) ~~The~~per ~~purposes~~share. ofInterVideo ~~the~~currently ~~bonus~~owns ~~plan are to enhance employee retention~~48, ~~provide incentive and to further align employee performance and incentives with increasing stockholder value and~~817,395 ~~Company~~shares ~~performance.~~of ~~Generally~~Ulead, ~~any~~or ~~participant~~approximately ~~must~~67% beof ~~employed~~the byissued ~~the~~shares ~~Company~~of ~~through~~Ulead. ~~the~~Upon ~~date~~completion of the ~~payment~~merger, ofInterVideo ~~the~~will ~~bonus~~assume in100% ~~order~~of toall beassets ~~eligible~~and toliabilities ~~receive~~of ~~the bonus~~Ulead. The ~~maximum~~merger ~~aggregate~~is ~~bonuses~~subject ~~payable~~ to ~~executive~~approval ~~officers~~by ~~under this plan for fiscal year ending December 31, 2006 could be approximately $695,000. In addition,~~ the ~~Compensation~~shareholders ~~Committee~~of ~~revised base salary for the executive officers~~Ulead. Effective May 1, 2006, the annual base salary for the executive officers are as follows: Steve Ro, $300,000; Randall Bambrough, $230,000; Chinn Chin, $180,000; Honda Shing, $180,000; Mike Ling, $180,000; and Christine Wong, $190,000.

~~SIGNATURES~~A translated copy of the merger agreement will be filed with InterVideo’s Form 10-Q for the quarter ended June 30, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERVIDEO, INC. By: /s/ ~~Christine~~Randall ~~Wong~~Bambrough ~~Christine~~Randall ~~Wong~~Bambrough ~~Vice~~Chief ~~President~~Financial ~~and General Counsel~~Officer

Date: ~~May~~July 311, 2006

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