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PortalPlayer, Inc. (Form: 8-K, Received: 11/10/2005 16:15:43)

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): November 10, 2005

 


 

PORTALPLAYER, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-51004   77-0513807

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

70 W. Plumeria Drive

San Jose, California

  95134
(Address of principal executive offices)   (Zip Code)

 

(408) 521-7000

(Registrant’s telephone number, including area code)

 

N/A

(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 obligations 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 7.01. Regulation FD Disclosure.

 

On November 10, 2005, PortalPlayer, Inc. (the “Company”) issued a press release announcing the Company’s decision to withdraw its proposed follow-on offering contemplated by its Registration Statement on Form S–1 (File No. 333–129209) filed with the Securities and Exchange Commission on October 24, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8–K.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit No.

 

Description


99.1   Press Release dated November 10, 2005.


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.

 

Dated: November 10, 2005

       
    PORTALPLAYER, INC.
    By:  

/s/ Svend-Olav Carlsen


        Svend-Olav Carlsen
        Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

 

Description


99.1   Press Release dated November 10, 2005.

Exhibit 99.1

 

 

Contacts:    
S. Olav Carlsen   Kristine Mozes
PortalPlayer, Inc.   Mozes Communications LLC
(408) 521-7000   (781) 652-8875

 

PortalPlayer, Inc. Withdraws Previously Announced Follow-on Offering

 

Company Increases Q4 2005 Earnings Per Share Guidance

 

SAN JOSE, Calif. – November 10, 2005 – PortalPlayer, Inc (NASDAQ: PLAY), a leading supplier of advanced semiconductor, firmware and software solutions for the personal media player market, today announced that it has withdrawn the follow-on offering it announced on October 24, 2005. PortalPlayer’s management and Board of Directors believe that the current stock price does not reflect the company’s market opportunity and future growth prospects for the business and have therefore decided to withdraw the current S-1 filing. The company’s underlying strategy and execution plan remain on-track and unchanged.

 

“There are three elements to our current growth strategy,” said Gary Johnson, president and chief executive officer of PortalPlayer. First, our relationships with our leading customers remain strong, as evidenced by the announcement of two dynamic market expanding products that have just begun to roll out to the market. We believe we are well positioned for the year ahead with these customers. Second, our organic growth and diversification strategy is on track, and we expect an additional major market segment for our products to be introduced in the first quarter of 2006. Third, we continue to evaluate smaller targeted acquisitions that support our core business strategy and diversification objectives using today’s strong balance sheet. We will evaluate financing options again in the future to potentially accelerate these diversification and acquisition strategies, taking into consideration at that time our balance sheet and market conditions,” said Mr. Johnson.

 

In light of the withdrawn S-1 filing, the company now expects its GAAP net income per diluted share for the fourth quarter to be in the range of $0.37 to $0.47, on 26.2 million weighted average shares outstanding. Excluding the effects of non-cash stock compensation charges of $600,000 to $800,000, the company expects non–GAAP net income per diluted share to be in the range of $0.40 to $0.50. This compares with the company’s previous guidance of GAAP net income per diluted share in the range of $0.34 to $0.43 on 28.5 million weighted average shares outstanding, and non-GAAP net income per diluted share in the range of $0.37 to $0.46, which excludes the same compensation charges as noted above.


About PortalPlayer

 

PortalPlayer develops semiconductor, firmware and software platforms for personal multimedia players that empower consumers to easily purchase, rent, manage, listen to and watch large amounts of digital music, photos and video content. PortalPlayer is headquartered in San Jose, Calif., with offices in Kirkland, Wash., and Hyderabad, India. For more information, visit www.portalplayer.com.

 

Safe Harbor Statement

 

Except for the historical information contained herein, the statements in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements as to the company’s relationships with its customers, its products and their impact on the market, the company’s belief that it is well positioned for the year ahead, its diversification strategy and its expectation regarding an additional major market segment in the first quarter of 2006, its intent to continue with its plan of considering smaller targeted acquisitions that support its business diversification objectives, its intent to continue to evaluate various financing options, and its expectations regarding future financial results, including GAAP net income per diluted share for the fourth quarter, non-GAAP net income per diluted share, and weighted average shares outstanding and non-cash stock compensation charges. Words such as “intends,” “expect,” “believe,” “anticipates,” “going forward,” “plans,” “will,” “prepare,” “increases,” “could” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those discussed in these statements. These risks and uncertainties include, but are not limited to, the growth of the market for personal media players, cancellation or reduction of orders, component shortages, successful development of new platforms and other products, market acceptance of our products and technologies, delays in product introductions, product defects, decreases in average selling prices, impact of technological advances, our ability to compete and other risks detailed in our SEC filings, including our Form 10-Q for the quarter ended September 30, 2005. These forward-looking statements speak only as of the date hereof. PortalPlayer disclaims any intent or obligation to update these forward-looking statements.

 

PortalPlayer and the PortalPlayer logo are trademarks of PortalPlayer, Inc. All other trademarks or registered trademarks are the property of their respective owners.

 

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