Amendment No. 1 to Form 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

 

 

(AMENDMENT No. 1)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From              To             

Commission File Number: 001-32431

DOLBY LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   90-0199783
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

100 Potrero Avenue

San Francisco, CA

  94103-4813
(Address of principal executive offices)   ( Zip Code)

(415) 558-0200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
Class A common stock, $0.001 par value   The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Class B common stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x

   Accelerated filer  ¨

Non-accelerated filer  ¨ (Do not check if a smaller reporting company)

   Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

        The aggregate market value of the voting common equity held by non-affiliates of the registrant as of April 1, 2011 was $2.1 billion. This calculation excludes the shares of Class A and Class B common stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the combined shares of Class A and Class B common stock outstanding at April 1, 2011. This calculation does not reflect a determination that such persons are affiliates for any other purposes.

On November 9, 2011 the registrant had 51,438,773 shares of Class A common stock and 57,297,554 shares of Class B common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2012 Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended September 30, 2011. Except with respect to information specifically incorporated by reference in this Form 10-K, the Definitive Proxy Statement is not deemed to be filed as part of this Form 10-K.

 

 

 


EXPLANATORY NOTE

Dolby Laboratories, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended September 30, 2011 solely to correct the date on the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, have been re-executed and re-filed or refurnished as of the date of this Amendment No. 1. This Amendment No. 1 does not modify or update any other information set forth in the Annual Report on Form 10-K.


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

1. Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K.

 

2. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K

 

1


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: November 29, 2011

 

DOLBY LABORATORIES, INC.
By:   /S/    MURRAY J. DEMO
  Murray J. Demo
  Executive Vice President and Chief Financial Officer
  (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE

  

TITLE

 

DATE

/S/    KEVIN J. YEAMAN

Kevin J. Yeaman

  

President, Chief Executive Officer

and Director (Principal Executive Officer)

  November 29, 2011

/S/    MURRAY J. DEMO

Murray J. Demo

  

Executive Vice President and Chief Financial Officer

(Principal Accounting and Financial Officer)

  November 29, 2011

 

2


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

  

Incorporated by Reference Herein

     

Form

   Date
  2.1*    Asset Contribution Agreement dated November 19, 2004, by and between the Registrant, Dolby Laboratories Licensing Corporation, Ray Dolby individually, Ray Dolby as Trustee for the Ray Dolby Trust under the Dolby Family Trust instrument dated May 7, 1999, and Ray and Dagmar Dolby Investments L.P.    Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1    December 30, 2004
  3.1    Amended and Restated Certificate of Incorporation    Registration Statement on Form S-1 (No. 333-120614), Amendment No. 2    January 19, 2005
  3.2    Form of Amended and Restated Bylaws    Quarterly Report on Form 10-Q    April 30, 2009
  4.1    Form of Registrant’s Class A Common Stock Certificate    Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1    December 30, 2004
  4.2    Form of Registrant’s Class B Common Stock Certificate    Registration Statement on Form 8-A    January 25, 2006
10.1*    Form of Indemnification Agreement entered into between the Registrant and its Directors and Officers    Registration Statement on Form S-1 (No. 333-120614)    November 19, 2004
10.2*    2000 Stock Incentive Plan, as amended    Registration Statement on Form S-1 (No. 333-120614), Amendment No. 3    January 31, 2005
10.3*    2005 Stock Plan, as amended and restated    Annual Report on Form 10-K    November 23, 2011
10.4*    Employee Stock Purchase Plan (“ESPP”) as amended and restated    Quarterly Report on Form 10-Q    February 4, 2009
10.5*    2011 Dolby Executive Annual Incentive Plan    Current Report on Form 8-K    November 5, 2010
10.6*    Forms of Stock Option Agreements under the 2000 Stock Incentive Plan    Registration Statement on Form S-1 (No. 333-120614)    November 19, 2004
10.7*    Form of Stock Option Agreement under the 2005 Stock Plan    Quarterly Report on Form 10-Q    August 11, 2005
10.8*    Form of Stock Option Agreement under the 2005 Stock Plan    Current Report on Form 8-K    June 17, 2005
10.9*    Form of Stock Option Agreement – International under the 2005 Stock Plan    Quarterly Report on Form 10-Q    August 4, 2011
10.10*    Form of Subscription Agreement under the ESPP - U.S. Employees    Annual Report on Form 10-K    November 19, 2009
10.11*    Form of Subscription Agreement under the ESPP - Non-U.S. Employees    Annual Report on Form 10-K    November 23, 2011

 

3


Exhibit
Number

  

Description

  

Incorporated by Reference Herein

     

Form

   Date
10.12*    Separation Agreement and Release dated October 4, 2010, by and between Dolby Laboratories, Inc., a Delaware corporation, and Mark S. Anderson    Quarterly Report on Form 10-Q    February 9, 2011
10.13*    At-Will Employment, Proprietary Rights, Non-Disclosure and No Conflicts-of-Interest Agreement, dated November 19, 2004, by and between Ray Dolby and Dolby Laboratories, Inc.    Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1    December 30, 2004
10.14*    Employment Agreement dated February 24, 2009, by and between Dolby Laboratories, Inc., a Delaware corporation, and Kevin Yeaman    Quarterly Report on Form 10-Q    April 30, 2009
10.15*    Services Agreement by and between Peter Gotcher and Dolby Laboratories, Inc.    Quarterly Report on Form 10-Q    May 10, 2011
10.16*    Offer Letter dated April 21, 2009, by and between Murray J. Demo and Dolby Laboratories, Inc., a California corporation    Quarterly Report on Form 10-Q    July 30, 2009
10.17*    Lease for 100 Potrero Avenue, San Francisco, California    Quarterly Report on Form 10-Q    February 8, 2006
10.18*    First Amendment to Lease for 100 Potrero Avenue, San Francisco, California    Quarterly Report on Form 10-Q    May 4, 2006
10.19*    Lease for 130 Potrero Avenue, San Francisco, California    Quarterly Report on Form 10-Q    February 8, 2006
10.20*    Lease for 140 Potrero Avenue, San Francisco, California    Quarterly Report on Form 10-Q    February 8, 2006
10.21*    Lease for 999 Brannan Street, San Francisco, California    Registration Statement on Form S-1 (No. 333-120614)    November 19, 2004
10.22*    Lease for 175 South Hill Drive, Brisbane, California    Registration Statement on Form S-1 (No. 333-120614)    November 19, 2004
10.23*    Lease for 3601 West Alameda Avenue, Burbank, California    Registration Statement on Form S-1 (No. 333-120614)    November 19, 2004
10.24*    Lease for Wootton Bassett, England facility    Registration Statement on Form S-1 (No. 333-120614)    November 19, 2004
10.25*    Lease for Interface Business Park, Bincknoll Lane, Wootton Bassett, Wiltshire    Annual Report on Form 10-K    November 22, 2010

 

4


Exhibit
Number

  

Description

  

Incorporated by Reference Herein

     

Form

   Date
10.26*    License to Carry Out Work Relating to Premises at Interface Business Park, Bincknoll Lane, Wootton Bassett, Wiltshire    Annual Report on Form 10-K    November 22, 2010
10.27†    License Agreement effective January 1, 1992 by and between GTE Laboratories Incorporated and Dolby Laboratories Licensing Corporation    Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1    December 30, 2004
10.28    Amendment No. 2 to the License Agreement effective January 1, 1992 by and between GTE Laboratories Incorporated (now known as Verizon Corporate Services Corp.) and Dolby Laboratories Licensing Corporation    Quarterly Report on Form 10-Q    February 4, 2009
10.29*    Form of Restricted Stock Unit Agreement—U.S. under the 2005 Stock Plan    Current Report on Form 8-K    November 20, 2007
10.30*    Form of Restricted Stock Unit Agreement—U.K. under the 2005 Stock Plan    Quarterly Report on Form 10-Q    April 30, 2009
10.31*    Form of Restricted Stock Unit Agreement—Non-U.S. under the 2005 Stock Plan    Quarterly Report on Form 10-Q    August 4, 2011
10.32*    Letter Agreement dated December 4, 2010, by and between Dolby Laboratories, Inc., a Delaware corporation, and Ray Dolby    Quarterly Report on Form 10-Q    February 9, 2011
10.33*    Offer letter by and between Andy Sherman and Dolby Laboratories, Inc.    Quarterly Report on Form 10-Q    May 10, 2011
10.34*    Consulting Agreement by and between David Dolby and Dolby Laboratories, Inc.    Quarterly Report on Form 10-Q    May 10, 2011
21.1    List of significant subsidiaries of the Registrant    Annual Report on Form 10-K    November 23, 2011
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm    Annual Report on Form 10-K    November 23, 2011
24.1    Power of Attorney    Annual Report on Form 10-K    November 23, 2011
31.1    Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act      

 

5


Exhibit
Number

  

Description

  

Incorporated by Reference Herein

     

Form

   Date
  31.2    Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act      
  32.1‡    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act      
101.INS‡    XBRL Instance Document    Annual Report on Form 10-K    November 23, 2011
101.SCH‡    XBRL Taxonomy Extension Schema Document    Annual Report on Form 10-K    November 23, 2011
101.CAL‡    XBRL Taxonomy Extension Calculation Linkbase Document    Annual Report on Form 10-K    November 23, 2011
101.DEF‡    XBRL Extension Definition    Annual Report on Form 10-K    November 23, 2011
101.LAB‡    XBRL Taxonomy Extension Label Linkbase Document    Annual Report on Form 10-K    November 23, 2011
101.PRE‡    XBRL Taxonomy Extension Presentation Linkbase Document    Annual Report on Form 10-K    November 23, 2011

 

* Denotes a management contract or compensatory plan or arrangement.
Confidential treatment has been granted for portions of this exhibit.
Furnished herewith

 

6

Certification of CEO pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

Exhibit 31.1

CERTIFICATION

I, Kevin J. Yeaman, certify that:

 

  1. I have reviewed this Annual Report on Form 10-K of Dolby Laboratories, Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2011

 

/s/    KEVIN J. YEAMAN

Kevin J. Yeaman
President and Chief Executive Officer
Certification of CFO pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

Exhibit 31.2

CERTIFICATION

I, Murray J. Demo, certify that:

 

  1. I have reviewed this Annual Report on Form 10-K for Dolby Laboratories, Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2011

 

/s/    MURRAY J. DEMO

Murray J. Demo

Executive Vice President and

Chief Financial Officer

Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Dolby Laboratories, Inc (the “Company”), on Form 10-K for the fiscal year ended September 30, 2011, as filed with the Securities and Exchange Commission (the “Report”), Kevin J. Yeaman, President and Chief Executive Officer of the Company and Murray J. Demo, Executive Vice President and Chief Financial Officer of the Company, respectively, do each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

   

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

   

The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 29, 2011

 

/s/    KEVIN J. YEAMAN

Kevin J. Yeaman

President and Chief Executive Officer

/s/    MURRAY J. DEMO

Murray J. Demo

Executive Vice President and Chief Financial Officer