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): ~~August~~October 251, 2010

DivX, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33029

33-0921758

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4780 Eastgate Mall

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 882-0600

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):

x	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 18.01 ~~Entry~~Other ~~Into A Material Definitive Agreement~~Events.

OnAdditional ~~June 1,~~Information ~~2010,~~For DivX, ~~Inc.~~Stockholders (“DivX”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sonic Solutions, a California corporation (“Sonic”), Siracusa Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Sonic (“Merger Sub I”) and Siracusa Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of Sonic (“Merger Sub II”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub I will merge with and into DivX (the “First Merger”), with DivX continuing as the surviving entity following the First Merger, and immediately following the First Merger DivX will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Transaction”), with Merger Sub II continuing as the surviving entity following the Transaction.

OnThe ~~August 25,~~following ~~2010,~~information ~~DivX,~~supplements ~~Sonic,~~the ~~Merger~~Joint ~~Sub~~Proxy IStatement/Prospectus ~~and Merger Sub II entered into Amendment No. 1 to Agreement and Plan~~ of ~~Merger~~Sonic Solutions (~~the~~ “~~Amendment~~Sonic”). ~~The~~and ~~Amendment~~DivX, ~~provides that~~ Inc. (“~~in-the-money~~DivX”) ~~options~~filed ~~to purchase shares of Common Stock of DivX that are held~~ by ~~individuals~~Sonic ~~who~~pursuant ~~will~~to ~~not~~Rule ~~continue~~424(b)(3) aswith ~~employees~~the ofSecurities ~~Sonic~~and ~~following~~Exchange ~~the~~Commission ~~closing of~~ (the ~~First Merger~~“SEC”) ~~will~~on ~~automatically~~September 8, be2010 ~~converted at~~ (the ~~closing~~“Joint ofProxy ~~the~~Statement/Prospectus”) ~~First~~relating ~~Merger~~ to the contemplated ~~right~~merger to(the ~~receive~~“Merger”) ~~$3.75 in cash and 0.514 shares~~ of ~~Common Stock of~~ Sonic, ~~with~~and ~~cash paid in respect of fractional shares~~DivX, ~~for~~and ~~each~~should ~~share~~be ofread ~~Common~~in ~~Stock~~conjunction ofwith ~~DivX calculated~~the toJoint beProxy ~~issuable~~Statement/Prospectus ~~upon~~(capitalized ~~exercise~~terms ofnot ~~such~~defined ~~stock~~here ~~option~~are ~~using~~defined in the ~~following~~Joint ~~formula~~Proxy Statement/Prospectus):

XUpdate =on YInterests ~~(A-B)~~of ADivX Directors and Executive Officers in the Merger

Where:	X =	the number of shares of Common Stock of DivX, rounded down to the nearest whole share, to be used for the purposes of determining the amount of cash and the number of shares of Common Stock of Sonic for which the stock option will be automatically converted at the closing of the First Merger;
	Y =	the maximum number of shares of Common Stock of DivX for which the stock option would be exercisable as of immediately prior to the closing of the First Merger without giving effect to any vesting or other restrictions applicable to the stock option;
	A =	$3.75 plus the product of (i) 0.514 and (ii) the closing price for a share of Common Stock of Sonic, rounded to the nearest one-tenth of a cent, as reported on Nasdaq for the trading day immediately prior to the closing of the First Merger; and
	B =	the exercise price of the stock option as of immediately prior to the closing of the First Merger.

(beginning on page 62 of the Joint Proxy Statement/Prospectus)

~~The~~On ~~foregoing~~October 1, ~~summary~~2010, ofSonic ~~certain~~entered ~~terms~~into ofat-will ~~the~~employment ~~Amendment~~offer ~~does~~letters ~~not~~with ~~purport~~two toexecutive beofficers ~~complete~~of DivX, David Richter and Matthew isMilne ~~qualified~~(each inan ~~its~~“Employment ~~entirety~~Offer byLetter” ~~reference~~and tocollectively, the ~~Amendment, a~~“Employment ~~copy~~Offer ofLetters”), which iswill ~~filed~~become aseffective ~~Exhibit~~upon ~~2.1~~completion ~~hereto. The summary~~ of the ~~terms~~Merger. ofThe ~~the~~following ~~Amendment,~~is asa ~~well~~summary ~~as the text~~ of the ~~Amendment included in this Form 8-K, are intended to provide information regarding the~~ material ~~terms~~provisions of ~~the Amendment and are not~~ ~~intended to modify or supplement any factual disclosures about DivX or Sonic contained in their respective reports or statements filed with~~ the ~~SEC~~Employment orOffer ~~other public information~~Letters.

~~Additional~~Employment ~~Information~~Offer ~~and~~Letter ~~Where~~with toDavid ~~Find~~Richter It

~~This~~Pursuant ~~communication~~to isthe ~~not~~terms aof ~~solicitation~~Mr. Richter’s ofEmployment aOffer ~~proxy~~Letter, aneffective ~~offer~~upon tothe ~~purchase~~consummation of the Merger, ~~nor~~Mr. Richter’s aemployment ~~solicitation~~with ofDivX anwill ~~offer~~terminate toand, ~~sell~~on ~~shares~~the first business day following the consummation of ~~Sonic~~the Merger, ~~and~~he itwill iscommence ~~not~~employment aas the Executive Vice President, Business Development of Sonic. Mr. Richter ~~substitute~~will ~~for~~receive ~~any~~a ~~proxy~~base ~~statement~~salary orof ~~other~~$320,000 ~~filings~~per ~~that~~annum ~~may~~together with benefits and will be ~~made~~eligible ~~with~~for ~~the~~an ~~SEC~~annual ~~with~~cash ~~respect~~bonus of up to ~~the~~$160,000. ~~Transaction~~Mr. Richter’s InEmployment ~~connection~~Offer ~~with~~Letter ~~the~~also ~~proposed~~provides ~~Transaction~~that, ~~Sonic~~upon ~~has~~or ~~filed~~as asoon ~~registration~~as ~~statement~~practical onafter ~~Form~~the consummation ~~S-4~~of ~~containing~~the aMerger, ~~joint~~and ~~proxy statement/prospectus~~subject to the approval of Sonic’s ~~and~~board ~~DivX.~~of ~~Investors~~directors, ~~and~~Sonic ~~security~~will ~~holders~~grant ~~are~~to ~~urged~~Mr. Richter (i) an option to ~~carefully~~purchase ~~read~~250,000 ~~the~~shares ~~Registration~~of ~~Statement~~Sonic oncommon ~~Form~~stock ~~S-4~~at ~~and~~an ~~related~~exercise ~~joint~~price ~~proxy~~per ~~statement/prospectus~~share ~~and~~equal ~~other~~to ~~documents~~the ~~filed~~fair market ~~with~~value ~~the~~of ~~SEC~~a byshare of Sonic’s common stock on the date of grant and ~~DivX,~~(ii) restricted ~~because they~~stock ~~contain~~units ~~important~~for ~~information~~25,000 ~~about~~shares of Sonic, ~~DivX~~common ~~and~~stock. 25% of the ~~proposed~~shares ~~Transaction,~~subject ~~including~~to ~~with~~the ~~respect~~option towill ~~risks~~vest ~~and~~12 ~~uncertainties~~months ~~that~~after ~~could~~the ~~delay~~date orof ~~prevent~~grant and the remaining ~~completion~~75% of the ~~Transaction~~shares will vest on an equal monthly basis over the following 36 months. ~~Such~~The ~~documents~~restricted ~~are~~stock ~~available~~units ~~free~~will vest at a rate of ~~charge~~12.5% aton each May 15th and November 15 following the grant, ~~SEC~~until ~~website~~fully ~~(www~~vested.~~sec.gov),~~ ~~from~~The ~~Sonic~~Employment ~~and~~Offer ~~its~~Letter ~~corporate~~does ~~website~~not ~~(www~~affect any payments that Mr.~~sonic.com)~~ Richter oris ~~from~~entitled to receive as a terminated employee of DivX upon the consummation of the Merger, including without limitation under the DivX Change in Control Severance Benefit Plan and ~~its~~the ~~corporate~~DivX ~~website~~bonus ~~(www~~plan.~~divx.com).~~

~~Sonic,~~Mr. Richter’s ~~DivX~~Employment ~~and~~Offer ~~their~~Letter ~~respective~~further ~~directors,~~provides ~~executive~~that Sonic ~~officers~~will ~~and~~enter ~~other~~into ~~members~~a ofChange ~~their~~in ~~management~~Control ~~may~~agreement bewith ~~deemed~~Mr. Richter tothat beis ~~soliciting~~substantively ~~proxies~~identical ~~from shareholders~~to ofthe ~~Sonic~~agreements orthat ~~DivX~~Sonic inhas ~~favor~~previously ofentered ~~the~~into ~~proposed~~with ~~Transaction.~~its ~~Investors~~other ~~and~~executive ~~stockholders~~vice ~~may~~presidents. ~~obtain~~This ~~more~~agreement ~~detailed~~is ~~information~~intended ~~regarding~~to ~~the~~provide ~~direct~~that (i) if ~~and~~his ~~indirect~~employment ~~interests~~is interminated ~~the~~without ~~proposed~~cause ~~Transaction~~or ofif ~~persons~~Mr. Richter ~~who~~terminates ~~may,~~his ~~under~~employment ~~the~~for ~~rules~~good ~~of the SEC~~reason, beunless ~~considered~~such ~~participants~~termination inoccurs ~~the~~within ~~solicitation~~180 days of ~~these~~a ~~shareholders~~change in ~~connection~~control, ~~with~~Sonic ~~the~~will ~~proposed~~make ~~Transaction~~a bylump ~~reading~~sum ~~the~~payment ~~joint~~to ~~proxy~~him ~~statement/prospectus~~equal ~~described~~to ~~above.~~100% of ~~Additional~~his ~~information~~annual ~~about~~base salary at the ~~directors~~level ~~and~~in ~~executive~~effect ~~officers of~~immediately ~~Sonic~~prior ~~may~~to betermination; ~~found~~and (ii) in ~~its~~the ~~definitive~~event ~~proxy~~of ~~statement~~a ~~filed~~change ~~with~~in ~~the~~control, ~~SEC~~all onof ~~October 1,~~his ~~2009.~~outstanding ~~Additional~~unvested ~~information~~stock ~~about~~options, ~~the~~restricted ~~directors~~stock units and ~~executive~~other ~~officers~~equity ofcompensation ~~DivX~~will immediately ~~may~~vest bein ~~found~~full inand ~~its~~Sonic ~~definitive~~will ~~proxy~~make ~~statement~~a ~~filed~~lump ~~with~~sum ~~the~~payment ~~SEC~~to ~~on April 20,~~him ~~2010.~~equal ~~Such~~to ~~documents~~100% ~~are~~of ~~available~~his ~~free~~annual ofbase ~~charge~~salary at the ~~SEC~~level ~~website~~in ~~(www.sec.gov),~~effect ~~from~~at ~~Sonic~~the ~~and~~time ~~its~~of ~~corporate~~the ~~website~~change ~~(www.sonic.com)~~in ~~or from DivX and its corporate website (www~~control.~~divx.com).~~

~~Forward~~Employment ~~Looking~~Offer ~~Statements~~Letter with Matthew Milne

~~This~~Pursuant ~~Current~~to ~~Report~~the onterms ~~Form~~of ~~8-K~~Mr. Milne’s ~~includes~~Employment ~~“forward-looking~~Offer ~~statements”~~Letter, ~~within~~effective ~~the~~upon ~~meaning of~~ the ~~safe~~consummation ~~harbor provisions~~ of the ~~Private Securities~~Merger, ~~Litigation~~Mr. Milne’s ~~Reform~~employment ~~Act~~with ofDivX ~~1995. These~~will ~~forward-looking~~terminate ~~statements~~and, ~~include~~on ~~statements~~the ~~relating~~first tobusiness day following the ~~timing~~consummation of the ~~Transaction~~Merger, ~~and~~he ~~satisfaction~~will ofcommence ~~conditions~~employment toas the ~~First~~Executive ~~Merger,~~Vice President and ~~other~~General ~~statements~~Manager, ~~that~~DivX ~~are~~Division ~~regarding~~of ~~future~~Sonic. Mr. Milne ~~events~~will ~~and~~receive ~~not historical~~a ~~facts. The~~base ~~forward-looking~~salary ~~statements~~of ~~included~~$300,000 ~~herein~~per ~~represent~~annum ~~the~~together ~~current~~with ~~judgment~~benefits and ~~expectations~~will ofbe ~~the~~eligible ~~respective~~for ~~companies,~~an ~~but~~annual ~~actual~~cash ~~results~~bonus ~~are~~of ~~subject~~up to ~~risks~~$150,000, ~~and~~which ~~uncertainties~~bonus ~~and~~he ~~could~~has ~~differ~~agreed ~~materially~~to ~~from~~forego ~~those expressed~~during orthe ~~implied~~one-year byperiod ~~forward-looking~~following ~~statements. Neither~~the ~~DivX~~consummation ~~nor~~of ~~Sonic~~the Merger. ~~intend~~Mr. Milne’s toEmployment ~~update~~Offer ~~any~~Letter ofalso ~~these~~provides ~~forward-looking~~that, ~~statements~~upon or ~~publicly~~as ~~announce~~soon ~~the~~as ~~results~~practical ofafter ~~any~~the ~~revisions~~consummation toof ~~these~~the ~~forward-looking statements~~Merger, ~~other~~and ~~than~~subject asto isthe ~~required under~~approval ~~the~~of ~~federal~~Sonic’s ~~securities~~board ~~laws.~~of

~~The~~directors, ~~potential~~Sonic ~~risks~~will ~~and~~grant ~~uncertainties~~to ~~include:~~Mr. ~~uncertainties~~Milne asan option to ~~the~~purchase ~~timing~~250,000 shares of ~~the~~Sonic ~~Transaction~~common ~~due~~stock. to25% of the ~~need~~shares subject to ~~meet~~the ~~regulatory~~option ~~requirements;~~will ~~approval~~vest of12 months after the ~~transaction~~date byof grant and the ~~stockholders~~remaining 75% of the ~~companies~~shares ~~and~~will ~~the~~vest ~~satisfaction~~on ofan ~~other~~equal ~~closing~~monthly ~~conditions~~basis over the following 36 months. Pursuant to the ~~Transaction;~~Employment ~~and~~Offer ~~dependence~~Letter, onin ~~third~~lieu ~~parties~~of any payments to which Mr. ~~These~~Milne ~~and~~is ~~other~~entitled ~~risks~~to ~~and uncertainties~~receive as a terminated employee of DivX upon the consummation of the Merger, ~~which~~including ~~are~~without ~~described~~limitation inunder ~~more~~the ~~detail~~DivX Change in ~~DivX’s~~Control Severance Benefit Plan and the DivX bonus plan, Sonic shall pay Mr. Milne a one-time amount of $750,000 and all of Mr. Milne’s ~~most~~outstanding ~~recent~~RSUs ~~Annual~~and ~~Reports~~options onto ~~Form~~purchase ~~10-K~~DivX common stock shall be accelerated, become fully vested and, ~~Quarterly~~in ~~Reports~~the case of the options, be exercised on ~~Form~~a ~~10-Q~~net ~~filed~~exercise basis in accordance with the ~~SEC~~Merger Agreement. However, ~~could~~if ~~cause~~Mr. Milne ~~actual~~voluntarily ~~results~~terminates ~~and~~his ~~developments~~employment with Sonic at any time during the first two years following consummation of the Merger, subject to becertain ~~materially~~exceptions ~~different~~described in ~~from~~Mr. Milne’s ~~those~~Employment ~~expressed~~Offer orLetter, ~~implied~~Mr. Milne bywill ~~any~~be required to return a portion of ~~these~~such ~~forward-looking~~$750,000 ~~statements~~payment to Sonic, as more fully set forth in the Employment Offer Letter.

~~Item~~Mr. Milne’s 9Employment Offer Letter further provides that Sonic will enter into a Change in Control agreement with Mr.01 Milne ~~Financial~~that ~~Statements~~is substantively identical to the agreements that Sonic has previously entered into with its other executive vice presidents. This agreement is intended to provide that (i) if his employment is terminated without cause or if Mr. Milne terminates his employment for good reason, unless such termination occurs within 180 days of a change in control, Sonic will make a lump sum payment to him equal to 100% of his annual base salary at the level in effect immediately prior to termination; and ~~Exhibits~~(ii) in the event of a change in control, all of his outstanding unvested stock options, restricted stock units and other equity compensation will immediately vest in full and Sonic will make a lump sum payment to him equal to 100% of his annual base salary at the level in effect at the time of the change in control.

~~(d)~~Important ~~Exhibits.~~Additional Information and Where to Find It

2This communication is being made in respect of the proposed business combination involving Sonic and DivX.1 ~~Amendment~~In Noconnection with the proposed transaction, Sonic has filed a Registration Statement on Form S-4 containing a joint proxy statement/prospectus of Sonic and DivX. 1Investors and security holders are urged to ~~Agreement~~carefully read the Registration Statement on Form S-4 and ~~Plan~~related ofJoint ~~Merger~~Proxy Statement/Prospectus and other documents filed with the SEC by Sonic and DivX because they contain important information about the proposed transaction, ~~dated~~including aswith respect to risks and uncertainties that could delay or prevent the completion of ~~August~~the ~~25,~~proposed ~~2010,~~merger. byInvestors and ~~among~~security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov and by directing a request when such a filing is made to Sonic ~~Solutions~~at 7250 Redwood Blvd., ~~Siracusa~~Suite ~~Merger~~300, ~~Corporation~~Novato, ~~Siracusa~~California ~~Merger~~94945, ~~LLC~~Attention: ~~and~~Corporate Secretary or by directing a request when such a filing is made to DivX, Inc., 4780 Eastgate Mall, San Diego, California 92121, Attention: Corporate Secretary. Such documents are available free of charge at the SEC website (www.sec.gov), from Sonic and its corporate website (www.sonic.com) or from DivX and its corporate website (www.divx.com).

Sonic, DivX and their respective directors, executive officers and other members of their management may be deemed to be soliciting proxies from stockholders of Sonic or DivX in favor of the proposed transaction. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests in the proposed transaction of persons who may, under the rules of the SEC, be considered participants in the solicitation of these stockholders in connection with the proposed transaction by reading the Joint Proxy Statement/Prospectus described above. Additional information about the directors and executive officers of DivX may be found in its definitive proxy statement filed with the SEC on April 20, 2010. Such documents are available free of charge at the SEC website (www.sec.gov), from Sonic and its corporate website (www.sonic.com) or from DivX and its corporate website (www.divx.com).

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, ~~thereunto~~hereunto duly authorized.

		~~DIVX, INC.~~	DIVX, INC.
Dated: August 25, 2010		By:	/S/ KEVIN HELL
Date:	October 1, 2010		By:	/s/ David J. Richter
		~~Name:~~	~~Kevin Hell~~Name:	David J. Richter
		~~Title:~~	~~Chief Executive Officer and Director~~Title:	Executive Vice President, Business and Legal Affairs & General Counsel

INDEX TO EXHIBITS

ExhibitNumber		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of August 25, 2010, by and among Sonic Solutions, Siracusa Merger Corporation, Siracusa Merger LLC and DivX, Inc.

Filing Compare · DIVX INC