8-K 1 a4804326.txt PORTALPLAYER 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): January 20, 2005 ---------------- PORTALPLAYER, INC. (Exact name of registrant as specified in its charter) ----------------- Delaware 000-51004 77-0513807 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) 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)) ================================================================================ TABLE OF CONTENTS Item 2.02. Results of Operations and Financial Condition. Item 9.01. Financial Statements and Exhibits. SIGNATURES EXHIBIT INDEX EXHIBIT 99.1 Item 2.02. Results of Operations and Financial Condition. The information in this Current Report is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On January 20, 2005, PortalPlayer, Inc. (the "Company") issued a press release regarding the Company's financial results for its fourth quarter and year ended December 31, 2004. The full text of the Company's press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated January 20, 2005 -------------------------------------------------------------------------------- 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. Date: January 20, 2005 PORTALPLAYER, INC. By: /s/ Svend-Olav Carlsen ---------------------- Svend-Olav Carlsen Vice President and Chief Financial Officer -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release dated January 20, 2005