0001045810-14-000006.txt : 20140214 0001045810-14-000006.hdr.sgml : 20140214 20140214081645 ACCESSION NUMBER: 0001045810-14-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140214 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVIDIA CORP CENTRAL INDEX KEY: 0001045810 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943177549 STATE OF INCORPORATION: DE FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23985 FILM NUMBER: 14610594 BUSINESS ADDRESS: STREET 1: 2701 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 408-486-2000 MAIL ADDRESS: STREET 1: 2701 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95050 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/DE DATE OF NAME CHANGE: 20020612 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/CA DATE OF NAME CHANGE: 19980303 8-K 1 form8-kfebruary2014asr.htm 8-K Form 8-K (February 2014 ASR)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 14, 2014

NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-23985
94-3177549
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2701 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95050
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
 
 
 
 




Item 1.01. Entry into a Material Definitive Agreement.
On February 14, 2014, NVIDIA Corporation (“NVIDIA”) entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Goldman, Sachs & Co. (“Goldman”). NVIDIA will acquire the shares under the ASR Agreement as part of its previously announced intention to return $1 billion to shareholders in the current fiscal year.
Pursuant to the terms of the ASR Agreement, on February 20, 2014, NVIDIA will make an upfront payment of $500 million to Goldman and will receive an initial delivery of 20,583,226 shares of NVIDIA common stock from Goldman. At settlement, Goldman may be required to deliver additional shares of common stock to NVIDIA, or, under certain circumstances, NVIDIA may be required to deliver shares of its common stock or may elect to make a cash payment to Goldman, based generally on the average of the daily volume-weighted average prices of NVIDIA common stock during the term of the ASR Agreement. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated, extended or terminated early by Goldman and various acknowledgements, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to be completed by the end of July 2014, although the settlement may be accelerated at Goldman’s option.





        

















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: February 14, 2014
By: /s/ David M. Shannon
 
David M. Shannon
 
Executive Vice President, Chief Administrative Officer and Secretary