Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E18kOyytar5nU8TGPTemDUNNxLrodsUwAhIyAr7vg7UFVFCOM1oRPYVB3N0XsTpJ JzHp6nh9V/vh5j3sk9KAkg== 0001193125-06-029372.txt : 20060214 0001193125-06-029372.hdr.sgml : 20060214 20060213195131 ACCESSION NUMBER: 0001193125-06-029372 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: RAY AND DAGMAR DOLBY INVESTMENTS, L.P. GROUP MEMBERS: RAY DOLBY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dolby Ray CENTRAL INDEX KEY: 0001316194 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 415-558-0251 MAIL ADDRESS: STREET 1: 100 POTRERO AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103-4813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dolby Laboratories, Inc. CENTRAL INDEX KEY: 0001308547 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 900199783 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80595 FILM NUMBER: 06606073 BUSINESS ADDRESS: STREET 1: 100 POTRERO AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415 558 0200 MAIL ADDRESS: STREET 1: 100 POTRERO AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

DOLBY LABORATORIES, INC.

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

25659T107

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 25659T107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ray Dolby
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization USA

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

63,333,100⁽¹⁾

6. Shared Voting Power

7. Sole Dispositive Power

68,000,100⁽²⁾

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 68,000,100⁽²⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 64.9%⁽³⁾
12.		Type of Reporting Person (See Instructions) IN

(1)

Reflects 100 shares of Class A common stock held by Ray Dolby and 63,333,000 shares of Class B common stock held of record by Ray Dolby as Trustee of the Ray Dolby Trust under the Dolby Family Instrument dated May 7, 1999. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder; upon the affirmative vote of the holders of a majority of the shares of Class B common stock; or upon certain transfers. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to conversion rights and voting rights. Each share of Class B common stock is entitled to ten votes per share, whereas each share of Class A common stock is entitled to one vote per share.

(2)

Reflects (i) 100 shares of Class A common stock held by Ray Dolby; (ii) 63,333,000 shares of Class B common stock held of record by Ray Dolby as Trustee of the Ray Dolby Trust under the Dolby Family Instrument dated May 7, 1999, and (iii) 4,667,000 shares of Class B common stock held of record by Ray and Dagmar Dolby Investments, L.P., over which Ray Dolby, as Trustee of the Ray Dolby Trust under the Dolby Family Instrument dated May 7, 1999, holds sole dispositive power. Voting power over 2,333,500 of the shares of Class B common stock held by Ray and Dagmar Dolby Investments, L.P. is held by Thomas E. Dolby, son of Ray and Dagmar Dolby, as Special Trustee of the Ray Dolby 2002 Trust A, dated April 19, 2002. Voting power over 2,333,500 of the shares of Class B common stock held by Ray and Dagmar Dolby Investments, L.P. is held by David E. Dolby, son of Ray and Dagmar Dolby, as Special Trustee of the Ray Dolby 2002 Trust B, dated April 19, 2002. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(3)	Represents 92.1% of the total voting power because each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes.


CUSIP No. 25659T107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ray Dolby Trust
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization California

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

63,333,000⁽⁴⁾

6. Shared Voting Power

7. Sole Dispositive Power

63,333,000⁽⁴⁾

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 63,333,000⁽⁴⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 60.5%⁽⁵⁾
12.		Type of Reporting Person (See Instructions) OO

(4)

Reflects shares of Class B common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder; upon the affirmative vote of the holders of a majority of the shares of Class B common stock; or upon certain transfers. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to conversion rights and voting rights. Each share of Class B common stock is entitled to ten votes per share, whereas each share of Class A common stock is entitled to one vote per share.

As Trustee of the Ray Dolby Trust under the Dolby Family Instrument dated May 7, 1999, Ray Dolby holds sole voting and dispositive power with respect to these shares.

(5)	Represents 85.8% of the total voting power because each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes.


CUSIP No. 25659T107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ray and Dagmar Dolby Investments, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization California

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

0⁽⁶⁾

6. Shared Voting Power

7. Sole Dispositive Power

4,667,000⁽⁷⁾

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 4,667,000⁽⁷⁾
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 4.5%⁽⁸⁾
12.		Type of Reporting Person (See Instructions) OO

(6)

Voting power over 2,333,500 of the shares of Class B common stock held by Ray and Dagmar Dolby Investments, L.P. is held by Thomas E. Dolby, son of Ray and Dagmar Dolby, as Special Trustee of the Ray Dolby 2002 Trust A, dated April 19, 2002. Voting power over 2,333,500 of the shares of Class B common stock held by Ray and Dagmar Dolby Investments, L.P. is held by David E. Dolby, son of Ray and Dagmar Dolby, as Special Trustee of the Ray Dolby 2002 Trust B, dated April 19, 2002.

(7)

(8)	Represents 6.3% of the total voting power because each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes.

Item 1.

(a)

Name of Issuer

Dolby Laboratories, Inc.

(b)

Address of Issuer’s Principal Executive Offices

100 Potrero Avenue, San Francisco, CA, 94103

Item 2.

(a)

Name of Person Filing

i. Ray Dolby

ii. Ray Dolby Trust

iii. Ray and Dagmar Dolby Investments, L.P.

(b)

Address of Principal Business Office or, if none, Residence

i. c/o Dolby Laboratories, Inc., 100 Potrero Avenue, San Francisco, CA, 94103

ii. c/o Dolby Laboratories, Inc., 100 Potrero Avenue, San Francisco, CA, 94103

iii. c/o Dolby Laboratories, Inc., 100 Potrero Avenue, San Francisco, CA, 94103

(c)

Citizenship

i. USA

ii. California

iii. California

(d)

Title of Class of Securities

Class A common stock

(e)

CUSIP Number

25659T107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-I(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).



Item 4.	Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

		The information set forth herein is as of December 31, 2005.

	(a)	Amount beneficially owned: i. 68,000,100⁽²⁾ ii. 63,333,000⁽⁴⁾ iii. 4,667,000⁽⁷⁾

	(b)	Percent of class: i. 64.9%⁽³⁾ ii. 60.5%⁽⁵⁾ iii. 4.5%⁽⁸⁾

	(c)	Number of shares as to which the person has: i. Ray Dolby

		(i)	Sole power to vote or to direct the vote: 63,333,100⁽¹⁾

		(ii)	Shared power to vote or to direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition: 68,000,100⁽²⁾

		(iv)	Shared power to dispose or to direct the disposition: 0

		ii. Ray Dolby Trust

		(i)	Sole power to vote or to direct the vote: 63,333,000⁽⁴⁾

		(ii)	Shared power to vote or to direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition: 63,333,000⁽⁴⁾

		(iv)	Shared power to dispose or to direct the disposition: 0

		iii. Ray and Dagmar Dolby Investments, L.P.

		(i)	Sole power to vote or to direct the vote: 0⁽⁶⁾

		(ii)	Shared power to vote or to direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition: 4,667,000⁽⁷⁾

		(iv)	Shared power to dispose or to direct the disposition: 0

Item 5.	Ownership of Five Percent or Less of a Class Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable.

Item 8.	Identification and Classification of Members of the Group Not applicable.

Item 9.	Notice of Dissolution of Group Not applicable.

Item 10.	Certification Not applicable.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

RAY DOLBY

/s/ Ray Dolby

RAY DOLBY TRUST UNDER

THE DOLBY FAMILY TRUST

INSTRUMENT, DATED MAY 7, 1999

/s/ Ray Dolby

By: Ray Dolby, Trustee of the Ray Dolby Trust

under the Dolby Family Trust Instrument, dated May 7, 1999

RAY AND DAGMAR DOLBY INVESTMENTS, L.P.

/s/ Ray Dolby

By: Ray Dolby, as Trustee of the Ray

Dolby Trust under the Dolby Family Trust

Instrument, dated May 7, 1999

Its: General Partner


Exhibit 1		Joint Filing Agreement
Exhibit 2		Power of Attorney
Exhibit 3		Power of Attorney
Exhibit 4		Power of Attorney

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 13, 2006

RAY DOLBY

/s/ Patrick McCabe, as attorney-in-fact

RAY DOLBY TRUST UNDER

THE DOLBY FAMILY TRUST

INSTRUMENT, DATED MAY 7, 1999

/s/ Patrick McCabe, as attorney-in-fact

By: Ray Dolby, Trustee of the Ray Dolby Trust

under the Dolby Family Trust Instrument, dated May 7, 1999

RAY AND DAGMAR DOLBY INVESTMENTS, L.P.

/s/ Patrick McCabe, as attorney-in-fact

By: Ray Dolby, as Trustee of the Ray

Dolby Trust under the Dolby Family Trust

Instrument, dated May 7, 1999

Its: General Partner

EX-99.2 3 dex992.htm POWER OF ATTORNEY Power of Attorney

Exhibit 2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas F. Kostic, Patrick McCabe and Wendy M. Greenberg, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned statements on Schedule 13D or Schedule 13G, and Forms 3, 4 and 5, in accordance with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statement on Schedule 13D or Schedule 13G, or Form 3, 4 or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements on Schedule 13D or Schedule 13G, or Forms 3, 4 and 5, with respect to the undersigned’s holdings of and transactions in securities issued by Dolby Laboratories, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 23, 2006.


Signature		/s/ Ray Dolby
Print Name		Ray Dolby


STATE OF CALIFORNIA		)
		) ss.
COUNTY OF SAN FRANCISCO		)

On January 23, 2006, before me, Elizabeth R. Orube, a notary public, personally appeared RAY DOLBY, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

/s/ Elizabeth R. Orube

Notary Public

[Seal Appears In Original]

EX-99.3 4 dex993.htm POWER OF ATTORNEY Power of Attorney

Exhibit 3

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 23, 2006.

THE RAY DOLBY TRUST UNDER

THE DOLBY FAMILY TRUST

INSTRUMENT, DATED MAY 7, 1999

/s/ Ray Dolby

By: Ray Dolby, Trustee of the Ray Dolby Trust

under the Dolby Family Trust Instrument, dated May 7, 1999


STATE OF CALIFORNIA		)
		) ss.
COUNTY OF SAN FRANCISCO		)

WITNESS my hand and official seal.

/s/ Elizabeth R. Orube

Notary Public

[Seal Appears in Original]

EX-99.4 5 dex994.htm POWER OF ATTORNEY Power of Attorney

Exhibit 4

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 23, 2006.

RAY AND DAGMAR DOLBY INVESTMENTS, L.P.

/s/ Ray Dolby

By: Ray Dolby, as Trustee of the Ray

Dolby Trust under the Dolby Family Trust

Instrument, dated May 7, 1999

Its: General Partner


STATE OF CALIFORNIA		)
		) ss.
COUNTY OF SAN FRANCISCO		)

WITNESS my hand and official seal.

/s/ Elizabeth R. Orube

Notary Public

[Seal Appears in Original]

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