-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hi6Qfvg9n3s1X98HQNFSUD2qUjIi0UMvaLBxbwnpJdrC3hLy9jcTg6vyg90wIQ+k n9UXPqsxIKLhojIo9Ef/OQ== 0001193125-03-021778.txt : 20030722 0001193125-03-021778.hdr.sgml : 20030722 20030721210740 ACCESSION NUMBER: 0001193125-03-021778 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030722 GROUP MEMBERS: GEORGE J. STILL, JR. GROUP MEMBERS: ITASCA PARTNERS, LLP GROUP MEMBERS: JOHN E. LINDAHL GROUP MEMBERS: JOHN P. WHALEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NVE CORP /NEW/ CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59937 FILM NUMBER: 03795255 BUSINESS ADDRESS: STREET 1: 11409 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9528299217 MAIL ADDRESS: STREET 1: 11409 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: PREMIS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY PARTNERS IV LP /MN/ CENTRAL INDEX KEY: 0000901837 IRS NUMBER: 411647118 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3600 IDS CENTER STREET 2: 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6122151667 MAIL ADDRESS: STREET 1: 3600 IDS CENTER 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 554026 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D - -------------------------------------------------------------------------------- SEC 1746 Potential persons who are to respond to the collection of information (11-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- ---------------------------------------------- OMB APPROVAL ---------------------------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response........................11 ---------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NVE Corporation --------------- (Name of Issuer) common stock, $.01 par value ---------------------------- (Title of Class of Securities) 629445 10 7 ----------- (CUSIP Number) Mary E. Schaffner Wells Fargo & Company MAC N9305-173 Wells Fargo Center Sixth and Marquette Minneapolis, MN 55479 (612) 667-2367 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 10, 2003 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 - -------------------------------------------------------------------------------- SEC 1746 Potential persons who are to respond to the collection of information (11-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- CUSIP No. 629445 10 7 Page 1 of 11 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Norwest Equity Partners IV, LP - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) SC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Minnesota - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 161,493(2) Shares ------------------------------------------------------------ 8. Shared Voting Power Beneficially 0 ------------------------------------------------------------ Owned by 9. Sole Dispositive Power 161,493(2) Each ------------------------------------------------------------ 10. Shared Dispositive Power Reporting 1,221,487(1)(2) ------------------------------------------------------------ Person With: - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,382,980(1)(2) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 33.1%(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- Page 1 CUSIP No. 629445 10 7 Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Itasca Partners, LLP - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) SC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Minnesota - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 161,493(2) Shares ------------------------------------------------------------ 8. Shared Voting Power Beneficially 0 ------------------------------------------------------------ Owned by 9. Sole Dispositive Power 161,493(2) Each ------------------------------------------------------------ 10. Shared Dispositive Power Reporting 1,221,487(1)(2) ------------------------------------------------------------ Person With: - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,382,980(1)(2) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 33.1%(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- Page 2 CUSIP No. 629445 10 7 Page 3 of 11 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) John E. Lindahl - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) SC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 270,000(2)(4) Shares ------------------------------------------------------------ 8. Shared Voting Power Beneficially 0 ------------------------------------------------------------ Owned by 9. Sole Dispositive Power 270,000(2)(4) Each ------------------------------------------------------------ 10. Shared Dispositive Power Reporting 1,221,487(5) ------------------------------------------------------------ Person With: - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,491,487(2)(4)(5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 35.7%(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 3 CUSIP No. 629445 10 7 Page 4 of 11 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) George J. Still, Jr. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) SC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 270,000(2)(6) Shares ------------------------------------------------------------ 8. Shared Voting Power Beneficially 0 ------------------------------------------------------------ Owned by 9. Sole Dispositive Power 270,000(2)(6) Each ------------------------------------------------------------ 10. Shared Dispositive Power Reporting 1,221,487(5) ------------------------------------------------------------ Person With: - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,491,487(2)(5)(6) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 35.7%(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 4 CUSIP No. 629445 10 7 Page 5 of 11 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) John P. Whaley - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) SC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 1,491,607(1)(2)(7)(8) Shares ------------------------------------------------------------ 8. Shared Voting Power Beneficially 0 ------------------------------------------------------------ Owned by 9. Sole Dispositive Power 270,120(1)(2)(7)(8) Each ------------------------------------------------------------ 10. Shared Dispositive Power Reporting 1,221,487(5) ------------------------------------------------------------ Person With: - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,491,607(1)(2)(5)(7)(8) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 35.7%(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 5 /1/ Norwest Equity Partners IV, LP sold 1,221,487 shares of the common stock of NVE Corporation to John P. Whaley on July 10, 2003, transferring the legal ownership of the securities. Under the terms of the Stock Purchase Agreement, by and between Norwest Equity Partners IV, LP and John P. Whaley, the purchase price is subject to adjustment. Norwest Equity Partners IV, LP maintained ownership of 161,493 shares of the common stock of NVE Corporation. (See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" below for a description of the Stock Purchase Agreement). /2/ A 5-for-1 reverse split of the common stock of NVE Corporation occurred on November 22, 2002. /3/ Percentage based on 4,174,778 total outstanding shares of common stock of NVE Corporation on May 16, 2003, as reported in their report on Form 10-K, filed with the Securities and Exchange Commission on May 16, 2003. /4/ Includes (i) 108,507 shares of common stock of NVE Corporation that John E. Lindahl may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners V, LLP, a Minnesota limited liability partnership and the general partner of Norwest Equity Partners V, LP, a Minnesota limited partnership and the record holder of such shares and (ii) 161,493 shares of common stock of NVE Corporation that John E. Lindahl may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners, LLP, a Minnesota limited liability partnership and the general partner of Norwest Equity Partners IV, LP, a Minnesota limited partnership and the record holder of such shares. /5/ Norwest Equity Partners IV, LP sold 1,221,487 shares of the common stock of NVE Corporation to John P. Whaley on July 10, 2003, transferring the legal ownership of the securities but maintaining some dispositive power over the shares. John E. Lindahl and George J. Still, Jr. are managing partners and John P. Whaley is the managing administrative partner of Itasca Partners, LLP, a Minnesota limited liability partnership and the general partner of Norwest Equity Partners IV, LP, a Minnesota limited partnership /6/ Includes (i) 108,507 shares of common stock of NVE Corporation that George J. Still, Jr. may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners V, LLP, a Minnesota limited liability partnership and the general partner of Norwest Equity Partners V, LP, a Minnesota limited partnership and the record holder of such shares and (ii) 161,493 shares of common stock of NVE Corporation that George J. Still, Jr. may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners, LLP, a Minnesota limited liability partnership and the general partner of Norwest Equity Partners IV, LP, a Minnesota limited partnership and the record holder of such shares. /7/ Includes 120 shares of common stock of NVE Corporation for which John P. Whaley is the record holder independent of his relationship with Norwest Equity Partners IV, LP, Itasca Partners, LLP, Norwest Equity Partners V, LP or Itasca Partners V, LLP. /8/ Includes 108,507 shares of common stock of NVE Corporation that John P. Whaley may be deemed to beneficially own by virtue of his position as the managing administrative partner of Itasca Partners V, LLP, a Minnesota limited liability partnership and the general partner of Norwest Equity Partners V, LP, a Minnesota limited partnership and the record holder of such shares and 161,493 shares of common stock of NVE Corporation that John P. Whaley may be deemed to beneficially own by virtue of his position as the managing administrative partner of Itasca Partners, LLP, a Minnesota limited liability partnership, the general partner of Norwest Equity Partners IV, LP, a Minnesota limited partnership and the record holder of such shares. Page 6 - -------------------------------------------------------------------------------- SEC 1746 Potential persons who are to respond to the collection of information (11-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- STATEMENT FOR SCHEDULE 13 Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $.01 per share, of NVE Corporation, whose executive offices are located at 11409 Valley View Road, Eden Prairie, Minnesota 55344. Item 2. Identity and Background. (a)-(c) This statement is filed by the entities and persons listed below: Norwest Equity Partners IV, LP Itasca Partners, LLP John E. Lindahl George J. Still, Jr. John P. Whaley Norwest Equity Partners IV, LP ("Norwest Equity Partners IV") is a Minnesota limited partnership, of which Itasca Partners, LLP ("Itasca Partners"), a Minnesota limited liability partnership, is the general partner. John E. Lindahl and George J. Still, Jr. are the managing partners of Itasca Partners and John P. Whaley is the managing administrative partner of Itasca Partners. The address of Norwest Equity Partners IV is 3600 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402. (d) During the last five years, none of the persons listed above has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the persons listed above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Each of the of the entities listed above was organized under the laws of the state of Minnesota. Each of the natural persons listed above is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. The shares of common stock of NVE Corporation that are the subject of this statement were acquired as a result of the merger of Nonvolatile Electronics, Incorporated (NVE), a Minnesota corporation ("NVE"), with and into PREMIS Corporation, a Minnesota corporation ("Premis"), with Premis surviving under the new name NVE Corporation. As of the effective date of the merger, November 21, 2000, each share of common stock of NVE outstanding immediately prior to the Merger, was converted into 3.5 shares of common stock of NVE Corporation. Item 4. Purpose of Transaction. John P. Whaley purchased 1,221,487 shares of common stock of NVE Corporation from Norwest Equity Partners IV, LP (see "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer" below). John P. Whaley is holding such shares for investment purposes only. Item 5. Interest in Securities of the Issuer. (a)(i) Norwest Equity Partners IV: As of November 21, 2000, Norwest Equity Partners IV was the record holder of 7,034,899 shares of common stock of NVE Corporation. A 5-for-1 reverse split of the common stock of NVE Corporation occurred on November 22, 2002. On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487 shares of common stock of NVE Corporation to John P. Whaley, the managing administrative partner of Itasca Partners, the general partner of Norwest Equity Partners IV. As of July 10, 2003 Norwest Equity Partners IV maintained ownership of 161,493 Page 1 shares of the common stock of NVE Corporation. Due to the operation of a price adjustment mechanism contained in the Stock Purchase Agreement described in "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" below, Norwest Equity Partners IV retained the economic risk for the ownership of the 1,221,487 shares transferred to John P. Whaley and may be deemed to be the indirect beneficial owner of those shares. As of July 10, 2003, Norwest Equity Partners IV (i) owned 161,493 shares of the common stock of NVE Corporation and (ii) may be deemed to have beneficially owned 1,221,487 further shares of the common stock of NVE Corporation by virtue of the terms of the Stock Purchase Agreement described in "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" below. Combined, these amounts represent 33.1% of the total shares of common stock of NVE Corporation. (ii) Itasca Partners: As of November 21, 2000, Itasca Partners may be deemed to have beneficially owned 7,034,899 shares of common stock of NVE Corporation by virtue of its position as the general partner of Norwest Equity Partners IV. A 5-for-1 reverse split of the common stock of NVE Corporation occurred on November 22, 2002. On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487 shares of common stock of NVE Corporation to John P. Whaley, the managing administrative partner of Itasca Partners, the general partner of Norwest Equity Partners IV. As of July 10, 2003 Norwest Equity Partners IV maintained ownership of 161,493 shares of the common stock of NVE Corporation. As of July 10, 2003, Itasca Partners may be deemed to have beneficially owned 1,382,980 shares of the common stock of NVE Corporation by virtue of its position as the general partner of Norwest Equity Partners IV, the record holder of 161,493 shares of the common stock of NVE Corporation. This amount represents 33.1% of the total shares of common stock of NVE Corporation. (iii) John E. Lindahl: As of November 21, 2000, John E. Lindahl may be deemed to have beneficially owned 7,577,434 shares of common stock of NVE Corporation, which includes (i) 7,034,899 shares of common stock that he may be deemed to have beneficially owned by virtue of his position as a managing partner of Itasca Partners, the general partner of Norwest Equity Partners IV and (ii) 542,535 shares of common stock that he may be deemed to have beneficially owned by virtue of his position as a managing partner of Itasca Partners V, LLP, a Minnesota limited liability partnership ("Itasca Partners V"), the general partner of Norwest Equity Partners V, LP, a Minnesota limited partnership ("Norwest Equity Partners V"), the record holder of such shares. A 5-for-1 reverse split of the common stock of NVE Corporation occurred on November 22, 2002. On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487 shares of common stock of NVE Corporation to John P. Whaley, the managing administrative partner of Itasca Partners, the general partner of Norwest Equity Partners IV. As of July 10, 2003 Norwest Equity Partners IV maintained ownership of 161,493 shares of the common stock of NVE Corporation. As of July 10, 2003, John E. Lindahl may be deemed to have beneficially owned 1,491,487 shares of common stock of NVE Corporation, which includes (i) 1,221,487 shares of common stock that he may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners, (ii) 161,493 shares of common stock that he may be deemed to beneficially own by virtue of his position as managing partner of Itasca Partners, the general partner of Norwest Equity Partners, IV, the record holder of such shares, and (iii) 108,507 shares of common stock that he may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners V, the general partner of Norwest Equity Partners V, the record holder of such shares. Combined, these amounts represent 35.7% of the total shares of common stock of NVE Corporation. (iv) George J. Still: As of November 21, 2000, George J. Still may be deemed to have beneficially owned 7,577,434 shares of common stock of NVE Corporation, which includes (i) 7,034,899 shares of common stock that he may be deemed to have beneficially owned by virtue of his position as a managing partner of Itasca Partners, the general partner of Norwest Equity Partners IV and (ii) 542,535 shares of common stock that he may be deemed to have beneficially owned by virtue of his position as a managing partner of Itasca Partners V, the general partner of Norwest Equity Partners V, the record holder of such shares. A 5-for-1 reverse split of the common stock of NVE Corporation occurred on November 22, 2002. On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487 shares of common stock of NVE Corporation to John P. Whaley, the managing administrative partner of Itasca Partners, the general partner of Norwest Equity Partners IV. As of July 10, 2003 Norwest Equity Partners IV maintained ownership of 161,493 shares of the common stock of NVE Corporation. As of July 10, 2003, George J. Still may be deemed to have beneficially owned 1,491,487 shares of common stock of NVE Corporation, which includes (i) 1,221,487 shares of common stock that he may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners, (ii) 161,493 shares of common stock that he may be deemed to beneficially own by virtue of his position as managing partner of Itasca Partners, the general partner of Norwest Equity Partners, IV, the record holder of such shares, and (iii) 108,507 shares of common stock that he may be deemed to beneficially own by virtue of his position as a managing partner of Itasca Partners V, the general partner of Page 2 Norwest Equity Partners V, the record holder of such shares. Combined, these amounts represent 35.7% of the total shares of common stock of NVE Corporation. (v) John P. Whaley: As of November 21, 2000, John P. Whaley may be deemed to have beneficially owned 7,577,434 shares of common stock of NVE Corporation, which includes (i) 7,034,899 shares of common stock that he may be deemed to have beneficially owned by virtue of his position as the managing administrative partner of Itasca Partners, the general partner of Norwest Equity Partners IV and (ii) 542,535 shares of common stock that he may be deemed to have beneficially owned by virtue of his position as the managing administrative partner of Itasca Partners V, the general partner of Norwest Equity Partners V, LP, the record holder of such shares. A 5-for-1 reverse split of the common stock of NVE Corporation occurred on November 22, 2002. On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487 shares of common stock of NVE Corporation to John P. Whaley, making him the record holder of the securities. As of July 10, 2003 Norwest Equity Partners IV maintained ownership of 161,493 shares of the common stock of NVE Corporation, of which John P. Whaley may be deemed to have beneficially owned by virtue of his position as the managing administrative partner of Itasca Partners, the general partner of Norwest Equity Partners IV. As of July 10, 2003, John P. Whaley may also be deemed to beneficially own (i) 108,507 shares of common stock of NVE Corporation by virtue of his position as the managing administrative partner of Itasca Partners V, the general partner of Norwest Equity Partners V, the record holder of such shares and (ii) 120 shares of common stock of NVE Corporation for which John P. Whaley is the record holder, independent of his relationship with Norwest Equity Partners IV, Itasca Partners, Norwest Equity Partners V, or Itasca Partners V. Combined, these amounts represent 35.7% of the total shares of common stock of NVE Corporation. (b) The parties named in this Form 13D have the sole voting and dispositive and shared voting and dispositive power of the shares of the common stock of NVE Corporation as indicated on the cover sheets hereto. (c) Not applicable. (d) With the exception of the persons who are the holders of record of the shares of common stock of NVE Corporation listed above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock beneficially owned by the reporting persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On July 10, 2003 John P. Whaley purchased 1,221,487 shares of the common stock of NVE Corporation from Norwest Equity Partners IV pursuant to a Stock Purchase Agreement (the "Agreement") using a Non-Recourse Promissory Note (the "Note"). Pursuant to the terms of the Agreement, the principal amount of the Note is initially $25,040,483, representing a per share price of $20.50 (the "Per Share Price"). On each date that Mr. Whaley makes a sale of any of the shares, the principal amount of the Note shall be adjusted such that Per Share Price shall be adjusted as follows: a) if the sale price of the shares is greater than the Per Share Price, then the Per Share Price shall be adjusted upward by an amount equal to the number of shares sold multiplied by the difference between the price at which they were sold and the Per Share Price, and b) if the sale price of the shares is lower than the Per Share Price, then the Per Share Price shall be adjusted downward by an amount equal to the number of shares sold multiplied by the difference between the price at which they were sold and the Per Share Price. Upon any such adjustment the principal amount of the note shall also adjust accordingly. Pursuant to the terms of the Note, if Mr. Whaley fails to pay any of the principal amount when due, Norwest Equity Partners IV shall have the right to accelerate the Note, in which event the entire principal balance shall become immediately due and payable, and immediately collectible by Norwest Equity Partners IV. The principal amount of the Note is secured by a pledge of the 1,221,487 shares of the common stock of NVE Corporation. Item 7. Material to be Filed as Exhibits. 7.1 Stock Purchase Agreement by and between Norwest Equity Partners IV and John P. Whaley, dated as of July 10, 2003. 7.2 Non-Recourse Promissory Note entered into in favor of Norwest Equity Partners IV by John P. Whaley, dated as of July 10, 2003. Page 3 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 21, 2003 Norwest Equity Partners IV, LP By: Itasca Partners, LLP, as general partner By: /s/ John P. Whaley John P. Whaley, as Managing Administrative Partner Page 4 EX-7.1 3 dex71.txt STOCK PURCHASE AGREEMENT EXHIBIT 7.1 ----------- STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 10th day of July, 2003, by and between NORWEST EQUITY PARTNERS IV, L.P. ("NEP IV") (the "Seller") and JOHN P. WHALEY (the "Purchaser"). RECITALS -------- WHEREAS, the Seller desires to sell, and Purchaser desires to acquire from Seller a total of one million two hundred twenty one thousand four hundred eighty seven (1,221,487) shares of the common stock of NVE Corporation (the "Shares") with offices at 11409 Valley View Road, Eden Prairie, MN 55344, on the terms and conditions hereinafter set forth. WITNESSETH: ----------- NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and in reliance on the representation contained herein, the parties hereby agree as follows: Section 1. Purchase and Sale of Stock. 1.1 Method of Transfer. Seller hereby agrees to sell, transfer, assign and deliver to the Purchaser and Purchaser agrees to acquire 1,221,487 Shares, free and clear of all liens, charges and encumbrances. 1.2 Purchase Price & Method of Payment. The Purchase Price for the Shares shall be $20.50 per share (the "Per Share Price"), for an aggregate purchase price to be paid to NEP IV of $25,040,483 (the "Purchase Price"), plus appropriate adjustment pursuant to 1.3 of this section, where such Purchase Price is payable with a Non Recourse Promissory Note to the Seller in the form attached as Exhibit A hereto (the "Note"). 1.3 Purchase Price Adjustment. On each date that Purchaser makes a sale of any of the Shares, the Purchase Price shall be adjusted as follows: (a) If the sale price of the shares is greater than Per Share Price, then the Purchase Price shall be adjusted upward by an amount equal to the number of shares sold multiplied by the difference between the price at which they were sold and the Per Share Price; or (b) If the sale price of the shares is lower than Per Share Price, than the Purchase Price shall be adjusted downward by an amount equal to the number of shares sold multiplied by the difference between the price at which they were sold and the Per Share Price. 1. (c) Upon any adjustment to the Purchase Price, the principal amount of the note will be appropriately adjusted. 1.4 Settlement & Closing: The closing hereunder, including payment for and delivery of the Shares shall occur at the office of the Seller, or at such other time and place as the parties may mutually agree. At closing, Seller shall deliver or cause to be delivered to Purchaser stock certificates endorsed in blank or accompanied by duly endorsed stock powers, the aggregate of such certificates representing the stock of the company and all other instruments. Section 2. Representations. (a) In connection with the purchase of the Shares, Purchaser agrees (i) to assume and be bound by any and all restrictions and obligations with respect to the Shares, whatever those may be and (ii) that at any time and from time to time Purchaser will promptly execute and deliver such further instruments and documents and take such further action as may be reasonably required in order to carry out the full intent and purpose of this Agreement (b) In connection with the sale of the Shares, Seller represents to the Purchaser that it has full power and authority to sell, assign and transfer the Shares to the Purchaser, free and clear of all liens, claims, and encumbrances and that the Shares are not subject to any adverse claim. Section 3. Miscellaneous. (a) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day, (c) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the other party hereto at such party's address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto. (b) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Sellers' principal place of business. (c) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto. (d) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be 2. interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. (e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NORWEST EQUITY PARTNERS IV, L.P. BY: ITASCA PARTNERS, LLP By: ------------------------------------------- John E. Lindahl Title: Managing Partner -------------------------------------- Address: 3600 IDS Center, 80 South 8th Street -------------------------------------- Minneapolis, MN 55402 PURCHASER: ---------------------------------------------- JOHN P. WHALEY Address: 1978 Summit Avenue ------------------------------------- St. Paul, MN 55105 3. EXHIBIT A FORM OF PROMISSORY NOTE 4. EX-7.2 4 dex72.txt NON-RECOURSE PROMISSORY NOTE EXHIBIT 7.2 ----------- NON-RECOURSE PROMISSORY NOTE $25,040,483 Minneapolis, MN July 10, 2003 FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay to the order of NORWEST EQUITY PARTNERS IV, L.P., a Minnesota limited partnership (the "Company"), at 3600 IDS Center, 80 South 8th Street, Minneapolis, MN 55402 or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of $25,040,483 (the "Principal Amount") (as adjusted pursuant to the terms of this Note), as follows: A portion of the Principal Amount hereunder shall be due and payable within one (1) day of each settlement date related to each trade date on which the undersigned sells any of the Shares (as defined in that certain Stock Purchase Agreement, by and between the Company and the undersigned, dated as of even date herewith (the "Agreement")) (each a "Repayment Date"). That portion of the Principal Amount due on each Repayment Date shall be determined by multiplying the number of Shares sold on the Repayment Date by the price at which those Shares were sold. The Principal Amount shall be automatically adjusted on each Repayment Date, as follows: a) if the sale price of the Shares is greater than Per Share Price (as defined in the Agreement), then the portion of the Principal Amount represented by those Shares sold on the Repayment Date shall be adjusted upward by an amount equal to the number of shares sold multiplied by the difference between the price at which they were sold and the Per Share Price; and b) if the sale price of the Shares is lower than Per Share Price, then the portion of the Principal Amount represented by those Shares sold on the Repayment Date shall be adjusted downward by an amount equal to the number of shares sold multiplied by the difference between the price at which they were sold and the Per Share Price. If the undersigned fails to pay any of the principal when due, the Company, at its sole option, shall have the right to accelerate this Note, in which event the entire principal balance shall become immediately due and payable, and immediately collectible by the Company pursuant to applicable law. This Note may not be prepaid. This is a non-recourse note. The full amount of this Note is secured solely by a pledge of the Shares, and is subject to all of the terms and provisions of the Agreement and the Stock Pledge Agreement of even date herewith between the undersigned and the Company (the "Stock Pledge Agreement"). The Company shall have recourse only to the Pledged Collateral (as defined in the Stock Pledge Agreement), and not to any other assets or properties, tangible or intangible, of the undersigned, and the undersigned shall have no personal liability for amounts due under this Note. 1. The undersigned hereby represents and agrees that the amounts due under this Note are not consumer debt, and are not incurred primarily for personal, family or household purposes, but are for business and commercial purposes only. The undersigned hereby waives presentment, protest and notice of protest, demand for payment, notice of dishonor and all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. The holder hereof shall be entitled to recover, and the undersigned agrees to pay when incurred, all costs and expenses of collection of this Note, including without limitation, reasonable attorneys' fees. This Note shall be governed by, and construed, enforced and interpreted in accordance with, the laws of the State of Minnesota, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. -------------------------------- John P. Whaley 2. -----END PRIVACY-ENHANCED MESSAGE-----