SEC Company Response from PortalPlayer, Inc. (CIK 0001297633) — Nov 17, 2004
PortalPlayer, Inc. (CIK 0001297633)
Date: Nov. 17, 2004 · CIK: 0001297633 · Accession: 0001193125-04-199113
AI Filing Summary & Sentiment
File numbers found in text: 333-117900
Letter
VIA EDGAR AND FACSIMILE Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. Re: PortalPlayer, Inc. - Registration Statement on Form S-1 (File No. 333-117900)
Dear Mr. Heyliger:
In connection with the above-referenced Registration Statement, and in accordance with our conversations, please be advised that PortalPlayer, Inc. (the “Company”) has decided to increase the estimated initial public offering price of the above-captioned offering to between $14.00 and $16.00 per share. Based upon our review of Section 461(b)(2) of Regulation C of the Securities Act of 1933, as amended, we believe it is not necessary to recirculate the Preliminary Prospectus in the above-captioned offering following such an increase in the estimated initial public offering price.
The Company does not believe that a higher per share offering price will materially change the disclosure contained in the Preliminary Prospectus. We have discussed the anticipated changes with the Company and Citigroup Global Markets Inc. and Credit Suisse First Boston, the co-lead underwriters for the offering.
Outlined below are the reasons upon which such determination is based:
1. The changes in the offering summarized above will result in very few changes to the Preliminary Prospectus. Except for changes to the Capitalization table, the Dilution tables and the Pro forma Balance Sheet in the Prospectus Summary (and conforming changes to the risk factor entitled “Purchasers in this offering will immediately experience substantial dilution in net tangible book value” and the tables in the “Executive Compensation” section) to reflect the increase in the estimated initial public offering price, none of the principal sections concerning the Company (“Prospectus Summary”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or “Business”) will change in any respect as a result of the changes to the offering. The only other changes will consist of those previously discussed.
2. While the amount of capital raised in the offering as described in “Use of Proceeds” will necessarily increase, the uses enumerated therein will remain the same.
Mr. Adélaja Heyliger
November 17, 2004
Page 2
3. The impact of the increased proceeds from the offering will even further improve the Company’s liquidity and its working capital.
4. All investors will receive a confirmation and a final prospectus fully disclosing the above-described changes. As a result, all investors will be aware of the changes prior to entering into a binding agreement to purchase stock.
I trust the above is responsive to your concerns. Please call me at (650) 233-4564 if you have any further questions concerning this matter.
Very truly yours,
/s/ Davina K. Kaile
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CORRESP 1 filename1.htm Letter to the SEC PILLSBURY WINTHROP LLP 2475 Hanover Street Palo Alto, CA 94304 Telephone: (650) 233-4500 Facsimile: (650) 233-4600 November 17, 2004 VIA EDGAR AND FACSIMILE Mr. Adélaja Heyliger Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: PortalPlayer, Inc. - Registration Statement on Form S-1 (File No. 333-117900) Dear Mr. Heyliger: In connection with the above-referenced Registration Statement, and in accordance with our conversations, please be advised that PortalPlayer, Inc. (the “Company”) has decided to increase the estimated initial public offering price of the above-captioned offering to between $14.00 and $16.00 per share. Based upon our review of Section 461(b)(2) of Regulation C of the Securities Act of 1933, as amended, we believe it is not necessary to recirculate the Preliminary Prospectus in the above-captioned offering following such an increase in the estimated initial public offering price. The Company does not believe that a higher per share offering price will materially change the disclosure contained in the Preliminary Prospectus. We have discussed the anticipated changes with the Company and Citigroup Global Markets Inc. and Credit Suisse First Boston, the co-lead underwriters for the offering. Outlined below are the reasons upon which such determination is based: 1. The changes in the offering summarized above will result in very few changes to the Preliminary Prospectus. Except for changes to the Capitalization table, the Dilution tables and the Pro forma Balance Sheet in the Prospectus Summary (and conforming changes to the risk factor entitled “Purchasers in this offering will immediately experience substantial dilution in net tangible book value” and the tables in the “Executive Compensation” section) to reflect the increase in the estimated initial public offering price, none of the principal sections concerning the Company (“Prospectus Summary”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or “Business”) will change in any respect as a result of the changes to the offering. The only other changes will consist of those previously discussed. 2. While the amount of capital raised in the offering as described in “Use of Proceeds” will necessarily increase, the uses enumerated therein will remain the same. Mr. Adélaja Heyliger November 17, 2004 Page 2 3. The impact of the increased proceeds from the offering will even further improve the Company’s liquidity and its working capital. 4. All investors will receive a confirmation and a final prospectus fully disclosing the above-described changes. As a result, all investors will be aware of the changes prior to entering into a binding agreement to purchase stock. I trust the above is responsive to your concerns. Please call me at (650) 233-4564 if you have any further questions concerning this matter. Very truly yours, /s/ Davina K. Kaile Davina K. Kaile cc: Mr. Gary Johnson Mr. Svend-Olav Carlsen