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): February 15, 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) |
|
3255 Scott Boulevard, Bldg. 1 Santa Clara, California |
95054 | |
| (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 1.01.
Entry into a Material Definitive Agreement
As described below, on February 15, 2005, Henry T. DeNero was elected to the
Board of Directors of the Company. In connection with his election, Mr. DeNero and the Company entered into an offer letter on February 15, 2005 (the “Offer Letter”). The Offer Letter outlined the terms of his election including term of
service, stock options and compensation. A copy of the Offer Letter is attached as Exhibit 10.1 to this report and incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 15, 2005, the Board of Directors elected a new independent director, Henry T. DeNero. He will be a member of the Company’s Audit Committee. The Company anticipates that Mr. DeNero will also be elected Chairman of the Audit Committee at the Board of Directors’ next meeting. A copy of the Offer Letter outlining the terms of Mr. DeNero’s election is attached as Exhibit 10.1 to this report and incorporated herein by reference. A copy of the Company’s press release announcing Mr. DeNero’s election to the Board of Directors as an independent director is attached as Exhibit 99.1 to this report and incorporated herein by reference.
(c) Exhibits
|
Exhibit No.
|
Description |
|
| 10.1 | Offer Letter dated February 15, 2005. | |
| 99.1 | Press Release dated February 17, 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: February 22, 2005
| PORTALPLAYER, INC. | ||
| By: |
/s/ Svend-Olav Carlsen |
|
| Svend-Olav Carlsen | ||
| Vice President and Chief Financial Officer | ||
Exhibit 10.1
PortalPlayer, Inc.
3255 Scott Boulevard, Bldg. 1
Santa Clara, CA 95054
February 15, 2005
Mr. Henry Denero
1255 Hillcrest Avenue
Pasadena, CA 91106
Dear Henry:
On behalf of PortalPlayer, Inc. (the “Company”), I am pleased to inform you that you have been elected to the Board of Directors (the “Board”) of the Company. Your initial term of election shall be until the 2005 Annual Meeting of Stockholders.
1. Committees. Upon your acceptance of this offer, you will become a member of the Audit Committee. The Board currently intends to consider a resolution electing you Chairman of the Audit Committee at the next Board meeting. You may be asked to serve on additional committees.
2. Compensation . The Company will reimburse you for reasonable expenses in connection with attendance at Board and committee meetings. In connection with your service as a director, you will receive annual compensation of $10,000 and if elected as the Audit Committee chairman, you will receive additional annual compensation of $40,000, to be paid in quarterly installments. All annual compensation will be pro rated for the portion of the year during which you are a director and chairman of the Audit Committee. In addition, you will receive compensation of $2,000 for each full Board meeting attended in person, $1,000 for each full Board meeting attended via teleconference and such committee compensation as applicable. You will not receive any additional compensation for committee meetings if you are elected chairman of the committee.
3. Stock Options . Upon your acceptance of this offer, you will be granted an option to purchase 41,666 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2004 Stock Incentive Plan (the “Plan”), as described in the Plan and the applicable Stock Option Agreement. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable Stock Option Agreement. In addition, immediately after each of our regularly scheduled annual meetings of stockholders, you will be granted an option to purchase 9,166 shares of the Company’s Common Stock, provided you are still a director and that you have served on the Board for at least six months. These option shares will vest and become exercisable on the first anniversary of the date of grant or immediately prior to our next annual meeting of stockholders, if earlier.
4. Indemnification. The Company carries Directors and Officers Insurance and has Indemnification Agreements with directors on the Board. It is your responsibility to familiarize yourself with the insurance and indemnification agreement.
Mr. Henry Denero
February 15, 2005
Page 2
5. Entire Agreement . This letter supersedes and replaces any prior representations, understandings or agreements, whether oral, written or implied, between you and the Company.
I hope that you will accept our offer to join the Board of Directors of the Company and I look forward to working with you. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate originals of this letter agreement and returning it to me. This offer, if not accepted, will expire at the close of business on February 16, 2005.
If you have any questions, please call me at 408 857 3750.
| Very truly yours, |
| P ORTAL P LAYER , I NC . |
|
/s/ Richard Sanquini |
| Richard Sanquini |
| Chairman of the Board |
I have read and accept this offer:
|
/s/ Henry DeNero |
|
Signature of Henry Denero |
|
Dated: February 15, 2005 |
Exhibit 99.1
Investor Contact:
Kristine Mozes
Mozes Communications LLC
(781) 652-8875
PortalPlayer, Inc. Names Henry T. DeNero To Board of Directors
SANTA CLARA, California – February 17, 2005 – PortalPlayer, Inc. (NASDAQ: PLAY), the leading provider of comprehensive platform solutions for hard disk drive-based personal media players, today announced the appointment of Henry T. DeNero, 58, as a new independent member of PortalPlayer’s board of directors. In addition to serving on the Board, Mr. DeNero is also a member of the Audit Committee. At the same time, James Whims has stepped down from his position as a member of PortalPlayer’s Audit Committee, but remains a member of the board of directors as well as chairman of the Compensation Committee.
“Henry is an excellent addition to our board of directors,” said Richard Sanquini, PortalPlayer’s chairman of the board. “He brings a wealth of executive leadership and financial operations experience in high-growth markets that we believe will prove invaluable to PortalPlayer in the coming years. We are very pleased to have him join our Board and look forward to his many contributions.”
“I am honored to be part of the PortalPlayer team,” said Mr. DeNero. “PortalPlayer is a leader in the fast-growing personal media player market and I am excited to work with the Board and executive management team as it positions the company to capitalize on that growth.”
Mr. DeNero is an independent management consultant. Previously, he was chairman and CEO of HomeSpace, Inc., a privately held mortgage and real estate services provider. Prior to that, he was executive vice president of First Data Corporation, an electronic commerce and payment services company, and vice chairman and chief financial officer of Dayton Hudson Corporation (now Target Corporation). Earlier in his career, Mr. DeNero spent 18 years at McKinsey & Company, most recently as a senior partner. Mr. DeNero currently serves as a director of Banta Corporation, Digital Insight Corporation, THQ Inc., Vignette Corporation and Western Digital Corporation.
About PortalPlayer
PortalPlayer, Inc., headquartered in Santa Clara, California, is a fabless semiconductor company that designs, develops and markets comprehensive platform solutions, including system-on-chips, firmware and software for manufacturers of feature-rich, hard disk drive-based personal media players.
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