Registration Statement on Form S-8

As filed with the Securities and Exchange Commission on May 11, 2006

Registration No. 333-            


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 


PORTALPLAYER, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   77-0513807

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

70 W. Plumeria Drive

San Jose, California

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

 


PortalPlayer, Inc. Amended and Restated 2004 Stock Incentive Plan and

PortalPlayer, Inc. 2004 Employee Stock Purchase Plan

(Full title of the plans)

 


 

Gary Johnson  

Copy to:

 

President and Chief Executive Officer   Davina K. Kaile, Esq.
PortalPlayer, Inc.   Pillsbury Winthrop Shaw Pittman LLP
70 W. Plumeria Drive   2475 Hanover Street
San Jose, California 95134   Palo Alto, CA 94304
(408) 521-7000   (650) 233-4500
(Name, address and telephone number of agent for service)  

 


CALCULATION OF REGISTRATION FEE

 


Title of Securities To Be Registered (1)   

Amount To

Be Registered (2)

  

Proposed

Maximum Offering

Price Per Share(3)

  

Proposed

Maximum Aggregate

Offering Price

  

Amount of

Registration Fee

Common Stock, par value $0.0001 per share: To be issued under the PortalPlayer, Inc. Amended and Restated 2004 Stock Incentive Plan

   1,102,166    $ 10.80    $ 11,903,393    $ 1,274

Common Stock, par value $0.0001 per share: To be issued under the PortalPlayer, Inc. 2004 Employee Stock Purchase Plan

   243,766      10.80      2,632,673      282

Total Registration Fee

   N/A      N/A      N/A    $ 1,556

(1) The securities to be registered include options and rights to acquire Common Stock.
(2) Calculated pursuant to General Instruction E to Form S-8. Pursuant to Rule 416, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
(3) Offering prices of shares and options to purchase shares that have not yet been granted as of the date of this Registration Statement are estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purposes of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on May 10, 2006. Offering prices are estimated solely for the purpose of calculating the registration fee.

 


The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

 



INFORMATION REQUIRED PURSUANT TO

GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on December 3, 2004 (File No. 333-120985) and August 25, 2005 (File No. 333-127847) are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

(a) Registrant’s Annual Report on Form 10-K (File No. 0-51004) for the fiscal year ended December 31, 2005.

(b) Registrant’s Quarterly Report on Form 10-Q (File No. 0-51004) for the fiscal quarter ended March 31, 2006.

(c) Registrant’s Current Reports on Form 8-K (File No. 0-51004) filed with the Commission on January 23, 2006, January 27, 2006, February 22, 2006, March 23, 2006 and April 20, 2006.

(d) The description of Registrant’s Capital Stock contained in Registrant’s registration statement on Form 8-A, filed on October 27, 2004 (File No. 0-51004) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, (excluding any portions thereof furnished under Items 2.02 or 7.01 of Form 8-K) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Exhibits.

 

Exhibit No.  

Description

5.1   Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1   Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2   Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
24.1   Power of Attorney (see page 2).
99.1*   PortalPlayer, Inc. 2004 Employee Stock Purchase Plan.
99.2**   Form of Restricted Stock Agreement.
99.3***   PortalPlayer, Inc. Amended and Restated 2004 Stock Incentive Plan and form of agreements thereunder.

* Incorporated by reference to Exhibit 10.4 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-117900).
** Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on May 9, 2005.
*** Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 as filed on March 10, 2006.

 

1


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 10th day of May, 2006.

 

PORTALPLAYER, INC.
By  

/s/ GARY JOHNSON

  Gary Johnson
  President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gary Johnson and Svend-Olav Carlsen and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

 

Title

 

Date

/s/ GARY JOHNSON

Gary Johnson

 

President, Chief Executive Officer and

Director (Principal Executive Officer)

  May 10, 2006

/s/ SVEND-OLAV CARLSEN

Svend-Olav Carlsen

 

Vice President and Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

  May 10, 2006

/s/ RICHARD L. SANQUINI

Richard L. Sanquini

  Director and Chairman of the Board   May 10, 2006

/s/ WILLIAM J. DALLY

William J. Dally

  Director   May 10, 2006

/s/ HENRY T. DENERO

Henry T. DeNero

  Director   May 10, 2006

/s/ ROBERT A. GUNST

Robert A. Gunst

  Director   May 10, 2006

/s/ TOMAS ISAKSSON

Tomas Isaksson

  Director   May 10, 2006

/s/ SHAHN D. SOGHIKIAN

Shahan D. Soghikian

  Director   May 10, 2006

/s/ JAMES L. WHIMS

James L. Whims

  Director   May 10, 2006

 

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INDEX TO EXHIBITS

 

Exhibit No.  

Description

5.1   Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1   Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2   Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
24.1   Power of Attorney (see page 2).
99.1*   PortalPlayer, Inc. 2004 Employee Stock Purchase Plan.
99.2**   Form of Restricted Stock Agreement.
99.3***   PortalPlayer, Inc. Amended and Restated 2004 Stock Incentive Plan and form of agreements thereunder.

* Incorporated by reference to Exhibit 10.4 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-117900).
** Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on May 9, 2005.
*** Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 as filed on March 10, 2006.