Form 8-K

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 8, 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 1.01. Entry into a Material Definitive Agreement.

 

As described below, on November 8, 2005, Tomas Isaksson was elected to the Board of Directors of PortalPlayer, Inc. (the “Company”). In connection with his election, Mr. Isaksson and the Company entered into an offer letter on November 8, 2005 (the “Offer Letter”). The Offer Letter outlined the terms of his election including term of service, stock options and compensation. As an independent director, the stock options and compensation in the offer letter are as set forth in the Company’s Form 8-K filed on July 28, 2005. 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 November 8, 2005, the Board of Directors elected a new independent director, Tomas Isaksson. He will be a member of the Company’s Audit Committee. A copy of the Offer Letter outlining the terms of Mr. Isaksson’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. Isaksson’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.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit No.

 

Description


10.1   Offer Letter dated November 8, 2005.
99.1   Press Release dated November 15, 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 15, 2005

 

PORTALPLAYER, INC.
By:  

/s/ Svend-Olav Carlsen


    Svend-Olav Carlsen
    Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

 

Description


10.1   Offer Letter dated November 8, 2005.
99.1   Press Release dated November 15, 2005.