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
0-23985
94-3177549
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
2701 San Tomas Expressway, Santa Clara, CA
 
95050
 
(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
 
 
 
Incorporated by Reference
 
Filed
 
Number
 
Exhibit Description
 
Form
 
Date
 
Number
 
Herewith
 
2.1
 
Agreement and Plan of Merger among NVIDIA Corporation, Partridge Acquisition, Inc. and PortalPlayer, Inc., dated November 6, 2006.
  
8-K
 
November 6, 2006
 
99.1
 
 
 
 99.1
 
 Press Release, dated January 5, 2007, entitled “NVIDIA Completes Acquisition of PortalPlayer.”
 
 
 
 
 
 
 
X 
  
 


     
 
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.
 
 
 
NVIDIA Corporation
 
Date: January 11, 2007
By: /s/ Marvin D. Burkett
 
Marvin D. Burkett
 
Chief Financial Officer
 

 


EXHIBIT INDEX

Exhibit
 
 
 
Incorporated by Reference
 
Filed
 
Number
 
Exhibit Description
 
Form
 
Date
 
Number
 
Herewith
 
2.1
 
Agreement and Plan of Merger among NVIDIA Corporation, Partridge Acquisition, Inc. and PortalPlayer, Inc., dated November 6, 2006.
  
8-K
 
November 6, 2006
 
99.1
 
 
 
 99.1
 
 Press Release, dated January 5, 2007, entitled “NVIDIA Completes Acquisition of PortalPlayer.”
 
 
 
 
 
 
 
X