Portal Player Acquisition
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
5, 2007
NVIDIA
CORPORATION
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
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0-23985
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94-3177549
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
2701
San Tomas Expressway, Santa Clara, CA
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95050
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|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (408)
486-2000
Not
Applicable
(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 obligation of the registrant under any of the following
provisions:
[
]
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))
SECTION
2 - Financial Information.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Pursuant
to an Agreement and Plan of Merger dated November 6, 2006 (the “Merger
Agreement”) by and among NVIDIA Corporation (“NVIDIA”), PortalPlayer, Inc.
(“PortalPlayer”), Partridge Acquisition, Inc., a wholly-owned subsidiary of
NVIDIA (“Partridge”), Partridge merged with and into PortalPlayer (the “Merger”)
and PortalPlayer became a wholly-owned subsidiary of NVIDIA. The Merger closed
and became effective on January 5, 2007.
In
connection with the Merger, each outstanding share of PortalPlayer common stock
was converted into the right to receive $13.50 per share in cash without
interest. NVIDIA will account for the Merger using the purchase method of
accounting.
In
connection with the Merger, approximately 26 million shares of PortalPlayer
common stock were converted into the right to receive approximately $355
million
in cash without interest. In addition, NVIDIA assumed outstanding options
to
acquire approximately 1.8 million shares of PortalPlayer common stock,
and
converted each option into an option to purchase 0.3601 shares of NVIDIA
common
stock.
The
foregoing description of the Merger Agreement is qualified in its entirety
by
reference to the full text of the Merger Agreement which is attached hereto
as
Exhibit 2.1 and is incorporated herein by reference. On January 5, 2007, NVIDIA
issued a press release announcing that it has completed the acquisition of
PortalPlayer. The press release is attached as Exhibit 99.1 and is incorporated
herein by reference.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
Exhibits.
(d)
Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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Date
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Number
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Herewith
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2.1
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Agreement
and Plan of Merger among NVIDIA Corporation, Partridge Acquisition,
Inc.
and PortalPlayer, Inc., dated November 6, 2006.
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8-K
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November
6, 2006
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99.1
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99.1
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Press
Release, dated January 5, 2007, entitled “NVIDIA Completes Acquisition of
PortalPlayer.”
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X
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SIGNATURES
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.
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NVIDIA
Corporation
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Date:
January 11, 2007
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By:
/s/ Marvin D. Burkett
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Marvin
D. Burkett
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Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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Date
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Number
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Herewith
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2.1
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Agreement
and Plan of Merger among NVIDIA Corporation, Partridge Acquisition,
Inc.
and PortalPlayer, Inc., dated November 6, 2006.
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8-K
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November
6, 2006
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99.1
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99.1
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Press
Release, dated January 5, 2007, entitled “NVIDIA Completes Acquisition of
PortalPlayer.”
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X
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