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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): January 18, 2006
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 1.01. Entry into a Material Definitive Agreement.
As described below, on January 18, 2006, William J. Dally was
unanimously elected to the Board of Directors of PortalPlayer, Inc. (the “Company”). In connection with his election, Dr. Dally and the Company entered into an offer letter on January 18, 2006 (the “Offer Letter”). As a
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On January 18, 2006 the Board of Directors elected a new director, William J. Dally. Dr. Dally has not been appointed to serve on any of the committees of the Company’s board. A copy of the Offer Letter outlining the terms of Dr. Dally’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 Dr. Dally’s election to the Board of Directors as a director is attached as Exhibit 99.1 to this report and incorporated herein by reference.
(c) Exhibits
|
Exhibit No.
|
Description |
|
| 10.1 | Offer Letter entered into January 18, 2006. | |
| 99.1 | Press Release dated January 23, 2006. | |
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: January 23, 2006
| PORTALPLAYER, INC. | ||
| By: |
/s/ Gary Johnson |
|
| Gary Johnson | ||
| President and Chief Executive Officer | ||
EXHIBIT INDEX
|
Exhibit No.
|
Description |
|
| 10.1 | Offer Letter entered into January 18, 2006. | |
| 99.1 | Press Release dated January 23, 2006. | |
Exhibit 10.1
PortalPlayer, Inc.
70 W. Plumeria Drive
San Jose, CA 95134
January 18, 2006
William J. Dally, Ph.D.
Dear Dr. Dally:
On behalf of PortalPlayer, Inc. (the “Company”), I am pleased to inform you that the Nominating and Corporate Governance Committee of the Board of Directors has recommended to the Board of Directors (the “Board”) that you be considered as a nominee for election as director of the Company. Upon your acceptance of this letter, and upon election by the Board, your initial term of election shall be until the 2006 Annual Meeting of Stockholders.
1. 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 an annual compensation retainer of $20,000, 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. Should you subsequently become a member of any committees of the Board, you will receive additional compensation for such participation in those committees.
2. Stock Options . Upon your election to the Board, you will be granted an option to purchase 27,916 shares of the Company’s Common Stock and 4,583 shares of restricted stock. The stock option exercise price per share will be equal to the closing 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 8,375 shares of the Company’s Common Stock and 1,375 shares of restricted stock, provided you are still a director and that you have served on the Board for at least six months. These option shares and restricted stock 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.
3. 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.
4. 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 of the enclosed original copies of this letter agreement and returning them to me.
If you have any questions, please do not hesitate to call me.
| Very truly yours, |
| P ORTAL P LAYER , I NC . |
|
/s/ Richard L. Sanquini |
| Richard L. Sanquini |
| Chairman of the Board |
I have read and accept this offer:
|
/s/ William J. Dally |
| Signature of William J. Dally, Ph.D. |
| Dated: January 18, 2006 |
Exhibit 99.1
Investor Contact:
Kristine Mozes
Mozes Communications LLC
(781) 652-8875
PortalPlayer, Inc. Names William J. Dally To Board of Directors
The Chairman of Stanford University’s Computer Science Department Joins
PortalPlayer’s Board
SAN JOSE, Calif. – January 23, 2006 – PortalPlayer, Inc. (NASDAQ: PLAY), a leading supplier of semiconductor, firmware and software solutions for personal media players and secondary display-enabled notebook computers, today announced the appointment of William J. Dally, 45, as a new independent member of PortalPlayer’s board of directors.
“We are proud to have Bill join our board of directors,” said Richard Sanquini, PortalPlayer’s chairman of the board. “As chairman of Stanford’s department of computer science, he brings extensive experience in computer science and electrical engineering. His vision and technical talent will provide PortalPlayer with a long-term view of new technologies to help us to continue to innovate in the digital media space.”
“PortalPlayer is a leader in the fast-growing and highly-innovative portable multimedia market,” said Professor Dally. “I am thrilled to be joining PortalPlayer’s Board to help the company continue to develop market-leading technologies that shape the way consumers use portable multimedia devices in the future.”
Prof. Dally is the Williard R. and Inez Kerr Bell professor of engineering and chairman of the Department of Computer Science at Stanford University. He is a fellow of the Institute of Electrical and Electronics Engineers (IEEE), a fellow of the Association for Computing Machinery (ACM) and has received numerous honors, including the IEEE Seymour Cray Award and the ACM Maurice Wilkes award. Prof. Dally currently leads projects on high-speed signaling, computer architecture, network architecture and programming systems. He has published more than 170 papers in these areas and is an author of the textbooks Digital Systems Engineering and Principles and Practices of Interconnection Networks. Prior to joining Stanford in 1997, Prof. Dally was a professor at the Massachusetts Institute of Technology for 11 years. He also co-founded Velio Communications, a leading provider of high-speed interconnect and switch fabric that was acquired by LSI Logic in 2004, and Stream Processors, Inc., a fabless semiconductor company providing high-performance, highly-efficient signal and image processors. Prof. Dally has a BS in electrical engineering from Virginia Polytechnic Institute, an MS in electrical engineering from Stanford University and a Ph.D. in computer science from the California Institute of Technology.
About PortalPlayer
PortalPlayer develops semiconductor, firmware and software platforms for portable multimedia products such as personal media players and secondary display enabled notebook computers. PortalPlayer products empower consumers to quickly and easily manage, enjoy and have access to multimedia content and other forms of information. PortalPlayer is headquartered in San Jose, Calif., with offices in Kirkland, Wash., Taipei, Taiwan and Hyderabad, India. For more information, visit www.portalplayer.com .
Safe Harbor Statement
Except for the historical information contained herein, the matters set forth in this press release, including, but not limited to, statements regarding the anticipated benefits from the addition of the new board member and the Company’s ability to innovate and develop market-leading technologies and products in the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believes,” “anticipates,” “plans,” “expects,” “will,” “designed to,” “forward” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance. Actual results could differ materially from those discussed in these forward-looking statements as a result of risks and uncertainties, including, among others, the market for personal media players, manufacturing and supply risks, PortalPlayer’s ability to keep pace with rapid technological change, the semiconductor industry and international operations, and other risks and uncertainties detailed in PortalPlayer’s quarterly report on Form 10-Q for the quarter ended September 30, 2005 and from time to time in PortalPlayer’s SEC filings. These forward-looking statements speak only as of the date hereof. PortalPlayer does not undertake any obligation to update forward-looking statements.
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