<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-50697
Sonic Solutions
PROSPECTUS SUPPLEMENT NO. 2
On February 3, 4, 5, 8 and 9, 1999, the Company issued to the Selling
Stockholder a total of 42,672 shares of Common Stock of the Company (the
"Shares") by way of conversion of 42,500 shares of Series C Preferred Stock
which such Selling Stockholder acquired pursuant to a Private Securities
Subscription Agreement between the Company and the Selling Stockholder dated
as of March 31, 1998 (the "Subscription Agreement"). The attached Prospectus
dated April 29, 1998 (the "Prospectus"), relates to the resale of the Shares.
Also attached is the previous prospectus supplement to the Prospectus dated
November 5, 1998. See "Selling Stockholders" in the Prospectus which is hereby
updated by this Prospectus Supplement, as follows:
SELLING STOCKHOLDER
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock by the Selling Stockholder as of
February 11, 1999. Because a Selling Stockholder may sell some or all of the
Shares offered hereby, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares,
no estimate can be given as to the actual amount of Shares that will be held
by the Selling Stockholder after completion of such distribution. See "Plan of
Distribution".
<TABLE>
<CAPTION>
Common Stock Common Stock
Beneficially Owned Beneficially Owned
Prior to Offering(1) After Offering
------------------------- Common Stock -----------------------
Number Percent(2) to be sold Number Percent(2)
------------ ------------ ------------ --------- -----------
<S> <C> <C> <C> <C> <C>
Hambrecht & Quist Guaranty.. 377,245 4% 42,672 -- --
Finance, LLC
One Bush Street
San Francisco, CA 94104
TOTALS:.................... 377,245 4% 42,672 -- --
</TABLE>
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(1) In addition to the Shares, the Selling Stockholder is deemed to
beneficially own (i) the 294,038 shares of Common Stock issuable upon
conversion of the remaining number of shares of Series C Preferred Stock
held by such Selling Stockholder, in accordance with the initial
conversion rate applicable to such conversion, (ii) 40,100 shares of
Common Stock issuable upon exercise of warrants held by such Selling
Stockholder (see "Description of Capital Stock"), and (iii) 435 shares of
Common Stock.
(2) Applicable percentage of ownership is based on 9,366,326 shares of Common
Stock outstanding as of February 11, 1999.
The Shares offered hereby by the Selling Stockholder were acquired by way of
conversion of part of the Series C Preferred Stock which such Selling
Stockholder acquired pursuant to the Subscription Agreement. Under the
Subscription Agreement, the Selling Stockholder represented to the Company
that it was acquiring the shares of Series C Preferred Stock from the Company
without any present intention of effecting a distribution of those shares.
However, in accordance with the Subscription Agreement, the Company agreed to
register the underlying shares of Common Stock issuable upon conversion of the
Series C Preferred Stock held by the Selling Stockholder, for resale by the
Selling Stockholder to permit such resales from time to time in the market or
in privately-negotiated transactions. The Company will prepare and file such
amendments and supplements to the registration statement as may be necessary
in accordance with the rules and regulations of the Securities Act to keep it
effective for a period of approximately two years.
The Company has agreed to bear certain expenses (other than broker discounts
and commissions, if any) in connection with the registration statement.
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The date of this Prospectus Supplement is March 5, 1999.
