~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d) Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~January 16, of2009 ~~1934~~ (January 15, 2009)

~~Date~~TRANSMETA ~~of Report (Date of earliest event reported): November~~CORPORATION ~~20, 2008 (November 17, 2008)~~

~~TRANSMETA~~(Exact ~~CORPORATION~~ name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(Exact name of Registrant as specified in its charter)


000-31803		77-0402448

(Commission File Number)		(IRS Employer Identification No.)

Delaware


2540 Mission College Boulevard, Santa Clara, CA		95054

(Address of principal executive offices)		(Zip Code)

(408) 919-3000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

~~(State~~Check orthe ~~other~~appropriate ~~jurisdiction~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~incorporation~~the registrant under any of the following provisions (see General Instruction A.2. below):

000-31803		77-0402448
(Commission		(IRS Employer
File Number)		Identification No.)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.4225)

2540 Mission College Boulevard, Santa Clara, CA		95054
(Address of principal executive offices)		(Zip Code)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(~~408~~b) ~~919~~ under the Exchange Act (17 CFR 240.14d-~~3000~~2(b))

o Pre-commencement communications pursuant to Rule 13e-4(~~Registrant’s~~c) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240.13-3-4(c))

~~NOT~~Item 8.01 ~~APPLICABLE~~Other Events.

~~(Former~~This ~~name~~Form or8-K ~~former~~is ~~address,~~being iffiled ~~changed~~pursuant ~~since~~to ~~last~~an ~~report~~agreement in principle regarding settlement of certain litigation relating to the Agreement and Plan of Merger between Transmeta Corporation (“Transmeta”) and Novafora, Inc. (“Novafora”), dated as of November 17, 2008.

~~Check~~Settlement ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Certain ~~registrant~~Litigation ~~under any of the following provisions (see General Instruction A.2. below):~~

oAs ~~Written~~previously ~~communications~~reported ~~pursuant~~by toTransmeta ~~Rule~~(Commission ~~425~~File ~~under~~No. 000-31803), ~~the~~most ~~Securities~~recently ~~Act~~in ~~(17~~a ~~CFR~~definitive proxy ~~230.4225)~~statement þfiled ~~Soliciting~~on ~~material~~January 5, ~~pursuant~~2009, toTransmeta ~~Rule~~and ~~14a-12~~members ~~under~~of ~~the~~its ~~Exchange~~board ~~Act~~of (directors have been named as defendants in a purported class action lawsuit arising from Transmeta’s entry into and announcement on November 17, ~~CFR~~2008 ~~240.14a-12)~~of oan ~~Pre-commencement~~agreement ~~communications~~and ~~pursuant~~plan toof merger ~~Rule~~with ~~14d-2~~Novafora (bthe “Merger Agreement”) ~~under~~for the ~~Exchange~~proposed merger ~~Act~~of ~~(17~~Transmeta ~~CFR~~with ~~240.14d-2~~and into a wholly owned subsidiary of Novafora (bthe “Merger”)). oBeginning on ~~Pre-commencement~~November 18, ~~communications~~2008, ~~pursuant~~several topurported ~~Rule~~class ~~13e-4~~action lawsuits were filed in the Superior Court of California, County of Santa Clara (cthe “Court”) by putative stockholders alleging, among other things, that members of the Transmeta board of directors breached their fiduciary duties in connection with the proposed Merger, and requesting injunctive relief, attorneys’ fees and other remedies. On December 3, 2008, the Court entered an order consolidating all of those purported class action lawsuits under the ~~Exchange~~heading ~~Act~~In re Transmeta Corp. Shareholder Litigation (17Lead ~~CFR~~Case ~~240~~No.13 1-308-4CV-127985) (cthe “Shareholder Litigation”)).

~~TABLE~~On OFJanuary 12, ~~CONTENTS~~2009, the plaintiffs in the Shareholder Litigation served on Transmeta a consolidated amended class action complaint (the “Amended Complaint”). The Amended Complaint alleges, among other things, that the directors of Transmeta, allegedly aided and abetted by Transmeta, breached their fiduciary duties to Transmeta’s stockholders by, among other things, purportedly engaging in unspecified self-dealing and purportedly omitting material information from the definitive proxy statement relating to the proposed Merger. The Amended Complaint seeks, among other things, injunctive relief, and plaintiffs have indicated their intent to file a motion for a preliminary injunction seeking to enjoin Transmeta from holding the stockholder vote on the proposed Merger, which vote is currently scheduled for January 26, 2009. The Court scheduled a hearing on plaintiff’s proposed motion for January 23, 2009.

~~Item~~On ~~1.01~~January 15, ~~Entry~~2009, ~~Into~~the adefendants ~~Material~~reached ~~Definitive~~agreement ~~Agreement~~in ~~Item~~principle ~~3.03~~with ~~Material~~the ~~Modification~~plaintiffs regarding settlement of the Shareholder Litigation, subject to ~~Rights~~approval of Transmeta’s ~~Security~~board ~~Holders~~of ~~Item~~directors, which 9approval was received on January 16, 2009.01 ~~Financial~~In ~~Statements~~connection with the settlement contemplated by that agreement in principle, the lawsuits and ~~Exhibits~~all ~~SIGNATURE~~claims ~~Exhibit~~asserted ~~Index~~therein ~~EX-2~~will be dismissed.1 EXThe terms of the settlement contemplated by that agreement in principle require that Transmeta make certain additional disclosures related to the Merger, which are contained in this Form 8-4K.1 ~~EX-99~~The parties also agreed that plaintiffs may seek attorneys’ fees and costs in an amount up to $450,000, if such fees and costs are approved by the Court, with Transmeta to pay half of such fees and costs and Novafora to pay half of such fees and costs.1 ~~EX-99~~There will be no other settlement payment by Novafora, Transmeta, or any of the members of Transmeta’s board of directors.2 ~~EX-99~~The agreement in principle further contemplates that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including Court approval following notice to Transmeta’s shareholders.3 ~~EX-99~~In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the Court will consider the fairness, reasonableness and adequacy of the settlement.4 There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the Court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the agreement in principle.

~~Table~~SUPPLEMENT ofTO ~~Contents~~DEFINITIVE PROXY STATEMENT

~~Item~~In connection with the settlement of certain outstanding shareholder litigation as described in this Form 8-K, Transmeta has agreed to make these supplemental disclosures to the definitive proxy statement dated January 15, 2009.01 ~~Entry~~This ~~Into~~supplemental ainformation ~~Material~~should ~~Definitive~~be ~~Agreement~~read in conjunction with the definitive proxy statement, which should be read in its entirety.

OnBackground ~~November 17, 2008, Transmeta Corporation, a Delaware corporation (“Transmeta”), entered into an Agreement and Plan~~ of ~~Merger (~~the “Merger ~~Agreement”) with Novafora, Inc., a Delaware~~ corporation (“Novafora”), and Transformer Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Novafora (“Merger Sub”), under which Transmeta will be merged with and into Merger Sub, which will be the surviving entity, all subject to the terms and conditions set forth in the Merger Agreement (the “Merger”).

~~Subject~~The tofollowing ~~the~~disclosure ~~terms~~supplements ~~and conditions of~~ the ~~Merger~~discussion ~~Agreement,~~ at ~~the~~pages ~~effective~~44 ~~time of the Merger, (i) each issued~~ and ~~outstanding~~45 ~~share~~ of ~~Transmeta common stock will be converted into~~ the ~~right~~ toproxy ~~receive an amount in cash equal to the quotient (the “Per Share Merger Consideration”)~~statement ~~obtained~~concerning byapproval ~~dividing (1) the Common Stock Merger Consideration (determined in the manner provided below) by (2) the number~~ of ~~shares of Transmeta common stock outstanding as of~~ the ~~effective time of the~~ Merger, ~~assuming~~Agreement the exercise of all Vested In-the-Money Options (as defined below) and (ii) each issued and outstanding share of Transmeta Series B Preferred Stock will be converted into the right to receive $7.50 (the “Per Preferred Share Merger Consideration”). In addition, at the effective time of the Merger, (i) each outstanding option to purchase shares of Transmeta common stock with a per share exercise price less than the Per Share Merger Consideration, to the extent vested and exercisable (the “Vested In-the-Money Options”), will be converted into the right to receive an amount in cash equal to the product obtained by ~~multiplying~~our ~~(1) the~~board ~~difference between the Per Share Merger Consideration and the per share exercise price~~ of such Vested In-the-Money Option, by (2) the number of vested shares of Transmeta common stock underlying such Vested In-the-Money Option, (ii) each unvested option to purchase shares of Transmeta common stock and each outstanding option to purchase shares of Transmeta common stock with a per share exercise price greater than or equal to the Per Share Merger Consideration, whether vested or unvested, will be automatically cancelled without any consideration payable in respect thereof, and (iii) each outstanding warrant to purchase shares of Transmeta common stock (the “Transmeta Warrants”) will be treated pursuant to the terms of such warrants, and the contractual obligations under such warrants will, by virtue of the Merger, be assumed by Merger Sub as the surviving company in the Mergerdirectors.

~~The~~At ~~Common Stock Merger Consideration equals $255.6 million plus~~ the aggregate exercise price of the Vested In-the-Money Options less the sum of (i) the Per Preferred Share Merger Consideration payable with respect to shares of Transmeta Series B Preferred Stock outstanding immediately prior to the effective time ofthat ~~the~~our ~~merger~~board ~~and (ii) the maximum aggregate cash consideration payable with respect to Transmeta Warrants outstanding as~~ of ~~the~~directors ~~effective~~approved ~~time of~~ the ~~merger, determined pursuant to the terms of the Transmeta Warrants. The Common Stock~~ Merger ~~Consideration is subject to upward adjustment by the sum of~~Agreement, innone ~~each case determined as~~ of ~~the~~our ~~effective~~directors ~~time of the Merger,~~or ~~(i) the~~executive ~~amount~~officers ofhad ~~any~~been ~~accounts~~employed ~~receivable of Transmeta~~by, ~~(ii) the~~or ~~amount~~had ofbeen ~~any~~offered ~~security~~or ~~deposits for~~entered ~~operating~~into ~~leases of the Transmeta, and (iii) the amount, if~~ any, byemployment ~~which the amount of~~or ~~Transmeta’s~~consulting ~~unrestricted~~agreement cash, cash equivalents and short-term investments exceeds $244 million. In addition, the Common Stock Merger Consideration is subject to downward adjustment by the sum of, in each case determined as of the effective time of the Merger and, with ~~respect to each of the amounts unders clauses (i) through (viii) of this sentence~~, ~~only~~Novafora toor ~~the extent unpaid as of the effective time of the merger, (i) the amount of indebtedness of Transmeta, (ii) the amount of~~ any ~~fees~~ ~~and~~affiliate ~~expenses~~ of ~~any investment banker~~Novafora, ~~broker, advisor~~ or ~~similar party, and any accountant, legal counsel or other person retained by the Transmeta in connection~~ with ~~the~~Intellectual ~~Merger,~~Ventures ~~(iii) the~~or ~~amount of~~ any ~~bonus~~affiliate ~~or gross-up payments to, or severances costs and expenses~~ of, ~~Transmeta employees,~~Intellectual ~~(iv) the~~Ventures. ~~amount~~The ofMerger ~~obligations~~Agreement ofdoes ~~Transmeta~~not ~~under~~require ~~its~~or ~~operating~~contemplate ~~leases, (v) the amount~~any ofsuch ~~premiums~~arrangement ~~and~~as ~~other costs related to Transmeta’s current directors’ and officers’ liability insurance policy and~~ a ~~six~~condition ~~year extended reporting period endorsement with respect~~ to ~~the~~completion ~~that policy, (vi) the amount~~ of ~~any accounts payable, accrued compensation expense, income tax payable, accrued restructuring costs and other accrued liabilities and current and long-term payables of~~ the ~~Company,~~ (vii) the amount, if any, by which (1) the aggregate elections made under the Transmeta Pre-Tax Flexible Benefits Plan exceeds (2) the aggregate amount contributed to the Transmeta Pre-Tax Flexible Benefits Plan through salary reductions, (viii) the amount of any payments made in respect of dissenting shares, and (ix) the amount, if any, by which the amount of Transmeta’s unrestricted cash, cash equivalents and short-term investments is less than $244 millionMerger.

~~$11.6 million~~It ofis ~~the~~a ~~aggregate~~condition ~~amount payable~~ to ~~Transmeta~~the ~~security~~closing ~~holders~~of in the Merger ~~will be~~that ~~held~~Novafora inshall anhave ~~escrow~~received ~~account~~resignation letters ~~and~~from iseach tomember beof ~~released~~our ~~upon~~board ~~the closing~~ of ~~the~~directors. ~~Merger,~~Each ~~all pursuant to the terms and conditions~~ of ~~the~~our ~~Escrow~~directors ~~Agreement~~has ~~dated~~indicated ~~November 14,~~that ~~2008 entered into among~~he ~~Transmeta,~~will ~~Novafora,~~tender ~~Intellectual~~such ~~Venture~~a ~~Funding~~resignation ~~LLC~~letter, contingent and ~~Silicon~~effective ~~Valley~~upon ~~Bank (~~the ~~“Escrow Agreement”).~~completion ~~The foregoing description~~ of the ~~Escrow Agreement is qualified in its entirety by~~Merger. ~~reference~~None toof the ~~full~~members ~~text~~ of ~~the~~our ~~Escrow~~board ~~Agreement,~~of ~~which~~directors iswill ~~filed~~become asa ~~Exhibit 99.1~~member toof ~~this~~Novafora’s ~~Current Report~~board onof ~~Form~~directors in ~~8-K~~connection ~~and~~with iscompletion ~~incorporated~~of ~~herein~~the ~~by reference~~Merger.

~~Table~~The following disclosure supplements the discussion at page 36 of ~~Contents~~the proxy statement concerning GCA Savvian.

~~The~~In ~~Merger~~October 2004, ~~Agreement~~we ~~has~~retained ~~been~~Perseus ~~unanimously~~Group, ~~approved~~a bypredecessor ~~the~~firm ~~Board~~to ofSavvian, ~~Directors~~as a financial advisor in connection with a direct placement offering of Transmeta securities. After completing that offering in November 2004, our former management consulted with Savvian advisors from time to time, on a non-exclusive and confidential basis, regarding other potential business opportunities. We have not sought or received any financial advice or services from Savvian at least since our restructuring in early 2007, and we formally terminated our relationship with Savvian in November 2007.

~~Consummation~~The offollowing ~~the~~disclosure ~~Merger~~supplements ~~is subject to customary closing conditions, including~~ the ~~approval of~~discussion ~~the~~at ~~Merger~~pages by38-39 ~~the stockholders~~ of ~~Transmeta;~~ the ~~absence~~proxy ~~of certain governmental restraints; the~~statement ~~accuracy~~concerning ~~in all material respects of~~ the ~~representations~~two inagreements ~~the~~that ~~Merger~~we ~~Agreement,~~entered ~~except~~into aswith ~~would not~~Intel ~~have~~in aSeptember 2008 ~~material~~relating ~~adverse effect on Transmeta’s business or ability~~ to ~~consummate~~ the ~~Merger; and~~ ~~the~~licensing ~~performance in all material respects~~ of ~~the~~certain ~~covenants~~technologies ~~under~~and ~~the~~intellectual ~~Merger Agreement~~property. ~~The Merger~~ ~~is intended to be treated as a taxable purchase of securities of Transmeta under the Internal Revenue Code of 1986, as amended.~~

~~Transmeta~~On ~~has agreed not to, directly~~ or ~~indirectly,~~before ~~(i)~~September ~~solicit~~30, ~~initiate~~2008, ~~seek~~we orreceived ~~knowingly encourage,~~full ~~knowingly~~payment ~~facilitate~~in orcash ~~knowingly~~of ~~induce~~ the ~~making, submission or announcement of any proposal relating to any alternative business combination transaction; (ii)~~$91.5 ~~furnish~~million orthat ~~make~~Intel ~~available~~agreed ~~any non-public information regarding Transmeta~~ to ~~any~~pay ~~person~~us inpursuant ~~connection with or in response~~ to ~~any~~the ~~proposal~~two ~~relating~~agreements tothat ~~any~~we ~~alternative~~announced ~~business combination transaction; (iii) enter~~on into, participate or engage in, or continue any discussions or negotiations with any person in connection with or in response to any proposal relating to any alternative business combination transaction; (iv)September ~~agree to~~24, ~~accept,~~2008 ~~approve,~~for ~~endorse~~a ornon-exclusive ~~recommend~~and ~~(or~~paid-up ~~publicly~~license ~~propose or announce~~of ~~any~~certain ~~intention~~of orour ~~desire~~intellectual toproperty ~~agree~~ to, ~~accept,~~Intel ~~approve,~~and ~~endorse or recommend) any proposal relating~~Intel’s toaccelerated ~~any~~payment ~~alternative business combination transaction or adopt a board resolution to do any~~ of the ~~foregoing;~~ ~~(v) enter~~Intel ~~into~~Receivable. ~~any~~All ~~letter~~$91.5 million of ~~intent~~that orconsideration ~~similar~~inured ~~document~~to ~~or agreement (binding or not~~the ~~binding)~~benefit ~~contemplating~~of orTransmeta ~~otherwise~~before ~~relating~~we toentered ~~any~~into ~~proposal~~the ~~relating~~Merger toAgreement ~~any~~with ~~alternative~~Novafora. ~~business~~Additional ~~combination~~information ~~transaction;~~about ~~and~~our ~~(vi)~~September ~~grant~~2008 ~~any~~transactions ~~discretionary~~with ~~waiver~~Intel oris ~~release~~available ~~under~~in ~~any~~our ~~effective standstill~~report oron ~~similar~~Form 10-Q ~~agreement~~for ~~with~~the ~~respect~~period toended ~~the~~September 30, ~~Transmeta~~2008, orfiled ~~any~~with ~~class~~the ofSecurities ~~equity~~and ~~securities~~Exchange ofCommission on ~~Transmeta~~November 17, 2008.

InThe ~~addition,~~following ~~in connection~~disclosure ~~with~~supplements the ~~proposed~~discussion ~~merger~~at ~~with~~page ~~Novafora,~~28 ~~Transmeta~~of ~~has agreed to certain restrictions on~~ the ~~conduct~~proxy ofstatement ~~its business that require Transmeta to conduct its business in~~concerning ~~the~~our ~~ordinary~~communications ~~course consistent~~ with ~~past~~Intellectual ~~practices,~~Ventures ~~subject~~independent ~~to specific limitations, including a restriction on Transmeta’s ability to enter into any future licensing transaction prior to closing~~ of ~~the~~our ~~Merger~~discussions ~~without~~with Novafora’s ~~consent~~in May 2008.

~~The~~During ~~Merger~~the ~~Agreement~~spring ~~contains~~and ~~certain~~summer ~~termination~~of ~~rights~~2008, ~~for~~as ~~both~~part ~~Novafora~~of ~~and~~our ~~Transmeta~~integrated ~~and~~effort to maximize stockholder ~~provides~~value ~~that~~by incoordinating ~~certain~~our ~~specified~~effort ~~circumstances,~~to ~~Transmeta~~monetize ~~must~~our ~~pay~~intellectual ~~Novafora~~property arights ~~termination~~with ~~fee~~our ofevaluation $5of our strategic business alternatives,~~000,000~~ ~~(generally~~we incommunicated ~~the~~and ~~event~~met ~~the~~with ~~Board~~representatives of Intellectual ~~Directors~~Ventures ofregarding ~~Transmeta~~alternative ~~changes~~business ~~its~~scenarios ~~recommendation~~ that ~~the~~did ~~stockholders~~not involve Novafora or the acquisition of Transmeta. ~~vote~~Our indiscussions ~~favor~~with representatives of Intellectual Ventures were and are subject to one or more confidentiality agreements. In the ~~Merger~~business judgment of our management and board of directors, orthe ~~elects~~business toalternatives ~~pursue~~that awe ~~superior~~discussed with Intellectual Ventures ~~acquisition~~would ~~proposal~~not ~~from~~have acreated ~~third~~sufficient ~~party)~~value for our stockholders and were inferior to the Merger with Novafora.

The ~~description~~following ofdisclosure supplements the ~~proposed~~discussion ~~Merger~~at inpage ~~this~~44 ~~report does not purport to be complete and is qualified in its entirety by reference to the full text~~ of the ~~Merger~~proxy ~~Agreement,~~statement ~~which is filed as~~concerning ~~Exhibit 2.1~~our ~~to this Current Report on Form 8~~non-Kexclusive ~~and~~patent ~~incorporated~~license ~~herein by reference. The Merger Agreement has been included~~ to ~~provide~~AMD investors and security holders with information regarding its terms. The Merger Agreement is not intended to provide any other factual information about Transmeta. The Merger Agreement contains representations and warranties of Transmeta made to and solely for the benefit of Novafora and Merger Sub. The assertions embodied in ~~those representations and warranties are qualified by information in a confidential disclosure schedule that Transmeta has delivered to Novafora in connection with signing the Merger Agreement~~November 2008. ~~Accordingly, investors and~~ security holders should not rely on the representations and warranties as characterizations of the actual state of facts, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure schedule. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement.

~~Concurrently with the execution of the Merger Agreement, Transmeta’s directors and executive~~All ~~officers~~consideration ~~and~~furnished ~~certain~~by ~~entities~~AMD ~~affiliated with them have entered into voting agreements with Novafora (the “Voting Agreements”) and have agreed,~~ in ~~their~~exchange ~~capacity~~for asthat ~~stockholders~~non-exclusive ofpatent ~~Transmeta, to~~license ~~vote~~was ~~shares~~received ~~of Transmeta common stock held~~ by ~~them (which in the aggregate represent~~ ~~approximately 18% of the outstanding shares of~~ Transmeta ~~common stock as of the date hereof) in favor of the Merger and against any proposal made in opposition to the Merger~~. ~~The~~No ~~foregoing description~~other ~~of the Voting Agreements is qualified in its entirety by reference to the full text of the Voting Agreements~~parties, ~~the~~including ~~forms~~Novafora ofand ~~which~~Intellectual ~~are filed as Exhibits 99.2~~Ventures, ~~99.3~~received ~~and 99.4 to this Current~~any ~~Report~~consideration onfrom ~~Form~~AMD ~~8-K~~in ~~and~~connection ~~are~~with ~~incorporated~~that ~~herein by reference~~transaction.

InThe ~~connection~~following ~~with~~disclosure ~~the~~supplements ~~execution of~~ the ~~Merger~~discussion ~~Agreement,~~at ~~Transmeta~~pages ~~entered~~45-46 ~~into~~of ~~an Amendment (~~the ~~“Rights~~proxy ~~Agreement~~statement concerning ~~Amendment”)~~reasons offor the ~~Rights~~Merger ~~Agreement~~with ~~dated January 15~~Novafora, ~~2002~~including ~~between Transmeta~~our ~~and~~consideration ~~Mellon~~of ~~Investor~~our ~~Services~~prospects ~~LLC (the “Rights Agreement”),~~ for ~~the~~creating ~~purpose~~stockholder ofvalue ~~making the provisions~~by ofdistributing ~~the~~cash ~~Rights Agreement inapplicable~~ to ~~the~~ ~~execution~~stockholders, ofliquidating ~~the~~our ~~Merger~~assets ~~Agreement~~ and ~~the~~ ~~Voting~~dissolving ~~Agreements; the announcement of the~~Transmeta. ~~Merger Agreement, the~~

~~Table~~In evaluating our strategic alternatives for Transmeta, we considered a variety of ~~Contents~~factors affecting the potential value returnable to our stockholders if we were to distribute cash by means of a dividend or stock repurchase, including limitations on the amount of our cash and capital surplus available for distribution in the near term, the time and expense practically required to make any such distribution, anticipated adverse effects on our competitive position and our business prospects for continuing operations as a stand-alone company if we were to distribute a substantial portion of our cash to our stockholders, certain dividend preferences in favor of some of our stockholders, tax treatment of dividends, and the expenses, timetable and prospective liabilities associated with a corporate dissolution and orderly wind-down of our business. As part of that process, we considered the immediate value offered to our shareholders in the merger with Novafora as compared with potential future return to stockholders from liquidation of Transmeta, in addition to an assumed hypothetical liquidation value discussed elsewhere in the proxy statement (which does not include estimates of our operating costs, wind-down costs and other expenses incurred in the liquidation process or proceeds from the sale of intellectual property assets). In the business judgment of our board of directors, none of these alternatives was reasonably likely to result in value for our stockholders greater than the consideration to be received by our stockholders in the Merger with Novafora.

~~Voting Agreements~~The ~~and~~following ~~the~~disclosure ~~Merger;~~supplements ~~and~~ the ~~consummation~~discussion ofat ~~the~~pages ~~Merger.~~45-46 ~~The foregoing description~~ of the ~~Rights~~proxy ~~Agreement Amendment is qualified in its entirety by reference~~statement toconcerning the ~~full~~reasons ~~text~~for of the ~~Rights~~Merger ~~Agreement~~with ~~Amendment~~Novafora, ~~which~~including isour ~~filed~~consideration asof ~~Exhibit 4.1~~our toprospects for ~~this~~continuing ~~Current Report~~operations onas ~~Form~~a 8stand-Kalone ~~and~~intellectual isproperty ~~incorporated~~licensing ~~herein by reference~~business.

~~Additional~~In ~~Information~~evaluating our strategic alternatives for Transmeta, we considered various possibilities for continuing our business operations, both with and ~~Where~~without substantial reductions of our workforce, with a focus on licensing our patents and other intellectual property rights to ~~Find~~third Itparties for value,

Inincluding, ~~connection~~among ~~with~~other ~~the~~business ~~proposed Merger~~factors, ~~Transmeta~~the ~~will~~resource becommitment ~~filing~~and aexpense ~~proxy~~required ~~statement~~to maintain and ~~other relevant~~continue ~~documents~~developing ~~concerning~~ the ~~Merger~~intellectual ~~with~~property ~~the~~rights ~~Securities~~necessary ~~and~~to ~~Exchange~~support ~~Commission. INVESTORS~~a ~~AND~~stand-alone ~~SECURITY~~intellectual ~~HOLDERS~~property ~~ARE~~licensing ~~URGED~~business; TOthe ~~READ~~resource ~~THE~~commitment, ~~PROXY~~expense, ~~STATEMENT~~time ~~AND ANY OTHER RELEVANT DOCUMENTS FILED~~and ~~WITH~~risks ~~THE~~inherent ~~SECURITIES~~in ~~AND~~a ~~EXCHANGE~~licensing ~~COMMISSION~~business ~~WHEN~~that ~~THEY~~might ~~BECOME~~require ~~AVAILABLE~~or ~~BECAUSE~~involve ~~THEY~~us ~~WILL~~in ~~CONTAIN~~the assertion, ~~IMPORTANT~~enforcement ~~INFORMATION~~or ~~ABOUT~~defense ~~THE~~of ~~PROPOSED~~intellectual ~~MERGER.~~property ~~Transmeta~~rights ~~intends~~in tolegal ~~mail~~proceedings ~~the~~before ~~proxy~~a ~~statement~~variety toof ~~its~~administrative ~~stockholders~~and asjudicial ~~soon~~tribunals; ~~as practicable. Investors~~ and ~~stockholders~~the ~~will~~current begeneral ~~able~~business toclimate ~~obtain~~for aintellectual ~~copy~~property oflicensing in the ~~proxy~~semiconductor ~~statement~~ and ~~other~~computing ~~documents~~industries. ~~filed~~In bythe ~~Transmeta~~business ~~with~~judgment ~~the~~of ~~SEC~~our ~~free~~board of directors, ~~charge~~no atscenario ~~the Web~~for ~~site~~continuing ~~maintained~~to byoperate ~~the~~as ~~SEC~~a atstand-alone ~~http://www.sec.gov.~~business Inwas ~~addition,~~reasonably ~~documents~~likely ~~filed~~to result ~~with~~in ~~the~~value ~~SEC~~for ~~by Transmeta~~our ~~are~~stockholders ~~available~~greater ~~free~~than ofthe ~~charge~~consideration to be received by ~~contacting~~our stockholders ~~Transmeta~~in ~~Investor~~the ~~Relations~~Merger ~~(Kristine~~with ~~Mozes, 781-652-8875)~~Novafora.

~~Transmeta,~~The ~~and~~following ~~its~~disclosure ~~directors,~~supplements ~~executive officers, and employees may be deemed to be participants in~~ the ~~solicitation~~discussion ofat ~~proxies~~pages ~~from~~45-46 ~~the stockholders~~ of ~~Transmeta in connection with~~ the ~~proposed merger and related items. Information regarding the directors and executive officers of Transmeta and their ownership of Transmeta stock is set forth in Transmeta’s~~ proxy statement ~~for~~ ~~Transmeta’s~~concerning ~~2008~~the ~~annual~~reasons ~~meeting~~for ofthe ~~stockholders,~~Merger ~~which was filed~~ with ~~the SEC on August 25~~Novafora, ~~2008. Investors~~including ~~and~~our ~~stockholders~~consideration ~~may obtain additional information regarding the interests~~ of ~~those participants~~our ~~by reading the proxy statement relating to the proposed merger when it becomes~~prospects ~~available.~~for ~~Investors~~realizing ~~and~~stockholder ~~stockholders~~value ~~can~~by ~~obtain~~selling asome ~~copy~~or ofall ~~that proxy statement free~~ of ~~charge~~our ~~at the~~intellectual ~~Web~~property ~~site maintained by the SEC at http://www~~assets.~~sec.gov.~~

~~Item 3~~Both in evaluating our strategic alternatives for Transmeta and as a focal activity of our business operations, we regularly considered the present and potential future value of our intellectual property portfolio and its constituent assets, including our patent portfolio and individual patents, and we entertained and engaged in confidential business discussions with multiple firms, companies and individuals expressing interest in acquiring, licensing, co-venturing with us or otherwise managing or assisting us in the analysis, marketing and licensing of our patents and other intellectual property rights.03 ~~Material~~In ~~Modification~~the course of those efforts, we received from time to ~~Rights~~time offers and indications of ~~Security~~interest ~~Holders~~from third parties about potential transactions to acquire our intellectual property assets, including our patents, and we considered, among other things, the potential value of such transactions for our stockholders; the potential adverse effects of such transactions on our prospects for achieving certain non-exclusive licensing agreements then under negotiation with third parties; the potential adverse effects of such transactions on the value of Transmeta as a business enterprise, Transmeta securities and our technologies and other assets; and our belief that the market for patent assets, both generally and in the semiconductor and computing industries, was declining through 2008. In the business judgment of our board of directors, we neither received nor had any reasonable prospect of receiving any offer or offers for our intellectual property assets that might return value to our stockholders greater than the consideration to be received by our stockholders in the Merger with Novafora.

~~The~~Additional ~~information~~Information ~~concerning~~About the ~~Rights~~Proposed ~~Agreement~~Merger ~~Amendment~~and ~~set~~Where ~~forth~~to ~~above~~Find ~~under Item 1.01 of~~It ~~this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03 of this Current Report on Form 8-K.~~

~~Item~~ Transmeta has filed with the Securities and Exchange Commission a definitive proxy statement and other relevant materials relating to the proposed Merger with Novafora. The definitive proxy statement was mailed on or about January 96, 2009 to Transmeta stockholders of record as of the close of business on December 31, 2008.01 ~~Financial~~INVESTORS ~~Statements~~AND SECURITY HOLDERS OF TRANSMETA ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELATED DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and ~~Exhibits~~security holders may obtain free copies of the definitive proxy statement and other documents filed by Transmeta with the SEC free of charge at the Web site maintained by the SEC at http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Transmeta by contacting Transmeta Investor Relations (Kristine Mozes, 781-652-8875). Investors and security holders of Transmeta are urged to read the definitive proxy statement and the other relevant materials before making any voting or investment decision with respect to the proposed Merger.

~~(d)~~ Transmeta and its directors, executive officers, and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Transmeta in connection with the proposed merger and related items. Information regarding the directors and executive officers of Transmeta and their ownership of Transmeta stock is set forth in Transmeta’s definitive proxy statement concerning the proposed Novafora merger, which was filed with the SEC on January ~~Exhibits~~5, 2009. Investors and stockholders may obtain additional information regarding the interests of those participants by reading the definitive proxy statement relating to the proposed merger. Investors and stockholders can obtain a copy of that proxy statement free of charge at the Web site maintained by the SEC at http://www.sec.gov.

Exhibit
Number		Exhibit Title or Description
2.1		Agreement and Plan of Merger dated as of November 17, 2008, by and among Transmeta Corporation, Novafora, Inc. and Transformer Acquisition LLC.
4.1		Amendment to Rights Agreement dated as of November 17, 2008 by and between Transmeta Corporation and Mellon Investor Services LLC.
99.1		Escrow Agreement dated as of November 14, 2008 by and among Transmeta Corporation, Novafora, Inc., Intellectual Venture Funding LLC and Silicon Valley Bank.
99.2		Form of Voting Agreement dated as of November 17, 2008 by and between Novafora, Inc. and Bryant R. Riley.
99.3		Form of Voting Agreement dated as of November 17, 2008 by and between Novafora, Inc. and entities affiliated with Riley Investment Management LLC.
99.4		Form of Voting Agreement dated as of November 17, 2008 by and between Novafora, Inc. and each of R. Hugh Barnes, Lester M. Crudele, Robert V. Dickinson, Murray A. Goldman, J. Michael Gullard, Daniel Hillman, John O’Hara Horsley, Sujan Jain, Rick Timmins and entities affiliated with Institutional Venture Partners.

SIGNATURE

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

SIGNATURE


	TRANSMETA CORPORATION
Date: January 16, 2009	By:	/s/ John O’Hara Horsley
		John O’Hara Horsley,
		Executive Vice President, General Counsel & Secretary

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.

	TRANSMETA CORPORATION
Date: November 20, 2008	By:	/s/ John O’Hara Horsley
		John O’Hara Horsley,
		Executive Vice President, General Counsel & Secretary

Exhibit Index

Exhibit
Number		Exhibit Title or Description
2.1		Agreement and Plan of Merger dated as of November 17, 2008, by and among Transmeta Corporation, Novafora, Inc. and Transformer Acquisition LLC.
4.1		Amendment to Rights Agreement dated as of November 17, 2008 by and between Transmeta Corporation and Mellon Investor Services LLC.
99.1		Escrow Agreement dated as of November 14, 2008 by and among Transmeta Corporation, Novafora, Inc., Intellectual Venture Funding LLC and Silicon Valley Bank.
99.2		Form of Voting Agreement dated as of November 17, 2008 by and between Novafora, Inc. and Bryant R. Riley.
99.3		Form of Voting Agreement dated as of November 17, 2008 by and between Novafora, Inc. and entities affiliated with Riley Investment Management LLC.
99.4		Form of Voting Agreement dated as of November 17, 2008 by and between Novafora, Inc. and each of R. Hugh Barnes, Lester M. Crudele, Robert V. Dickinson, Murray A. Goldman, J. Michael Gullard, Daniel Hillman, John O’Hara Horsley, Sujan Jain, Rick Timmins and entities affiliated with Institutional Venture Partners.

Table of Contents

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