-----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, MP4cXXDgtxhBtH35Q9s9hAjd0HnQbBtTTBuw431tI/lKKVgRjTG1/bM1dxkus7M+ B9iS6zO3fJWFjGS3m/ATCg== 0000724910-03-000008.txt : 20030626 0000724910-03-000008.hdr.sgml : 20030626 20030626081136 ACCESSION NUMBER: 0000724910-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030627 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030626 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12196 FILM NUMBER: 03757486 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 8-K 1 sltr8k03.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 27, 2003 ------------- NVE Corporation --------------- (Exact name of registrant as specified in its charter) Minnesota 000-12196 41-1424202 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 11409 Valley View Road, Eden Prairie, Minnesota 55344 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (952) 829-9217 -------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 9. Regulation FD Disclosure We plan to begin the mailing of our 2003 Annual Report to shareholders on or about June 27, 2003, which will include the 2003 Letter to Shareholders. Attached as Exhibit 99 is the 2003 Letter to Shareholders. The information in this report, including the exhibits hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing. SIGNATURE 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: NVE CORPORATION Date: June 26, 2003 /s/ Daniel A. Baker ------------------- By: Daniel A. Baker President and Chief Executive Officer EX-99 3 sltr03.txt LETTER TO SHAREHOLDERS 2003 Letter to Shareholders Fellow Shareholders: Despite a tough environment for the electronics industry, fiscal 2003 was the best year in NVE's history. We were able to increase product sales over 50% and generate a solid profit. Our growth was driven by superior products, wider distribution, and effective advertising. Together with our technology partners we brought revolutionary spintronics memories closer to fruition. Our world- class research team expanded our intellectual property portfolio and won a number of prestigious government contracts. Dominating a Market Segment The proven way small companies can become big companies is to identify a market segment where they can provide big advantages over the incumbent technology, dominate that segment, then expand into other segments. Our target market is industrial/factory automation, where we offer three to four times the accuracy and five to ten times the data rate of conventional electronics. That allows factories to make better products at lower costs. We do not dominate that segment yet, but we are getting there. We believe the fastest way for us to reach a large number of potential customers is to partner with organizations that reach a large customer base in our target market. After a year of rigorous qualification testing, Agilent Technologies, Inc. began selling our parts under their brand. Agilent, the Hewlett-Packard spin-off, is the leading supplier of high-performance digital data couplers. Before they began selling our parts, Agilent sold only opto- electronic couplers. Their willingness to sell a competing technology confirms the importance of what we have. Also in the past fiscal year, we added a number of new distributors and sales representatives, and we now ship our products to 39 countries. We expanded our "hate optos" advertising campaign. The brash campaign has struck a chord with engineers frustrated with conventional electronics and generated an excellent return on our advertising investment. MRAM This Year? We are pioneers in Magnetic Random Access Memory (MRAM), a revolutionary spintronic memory. MRAM has been called the ideal memory because it combines the high speed and small size of semiconductor memories with the ability of disks to retain data with power removed. Some have speculated that MRAM could take over the $50 billion memory device market. We feel we have one of the best portfolios of MRAM designs, patents, and know-how in the industry, but we have neither a large enough factory nor the experience to build memories. Our strategy therefore is to capitalize on our MRAM intellectual property through manufacturing partnerships. In the past fiscal year we signed a technology exchange agreement with Cypress Semiconductor Corporation, one of the industry's smartest memory manufacturers. Cypress joins Motorola, Honeywell, and Union Semiconductor Technology Corporation as NVE MRAM licensees. Cypress and Motorola both demonstrated prototype MRAMs in the past year, and both announced plans for product introductions this calendar year. We have an agreement for Motorola to pay us royalties and a contract for Cypress to manufacture MRAMs we can resell at a profit. Intellectual Property Through Government Contracts A record $5.6 million in government contract revenue in fiscal 2003 helped us develop new products and more intellectual property. Contracts in the past year included developing higher-speed couplers, more sensitive sensors, denser MRAM cells, sensors for biological agents, and nanotechnology. Nasdaq Listing to Better Serve Our Shareholders Profitability and a $6 million-plus Cypress investment allowed us to qualify for Nasdaq listing. Our common stock began trading on the Nasdaq in January 2003, and we believe this will allow us to better serve our shareholders. New Assignments to Strengthen Development and Sales John Myers, who envisioned and built our coupler business, has taken on an expanded role as Vice President of Development. We are transitioning responsibility for our world-class Research and Development group from Jim Daughton, our founder and Chief Technology Officer. Jim will remain Chief Technology Officer and continue to provide his extraordinary technical expertise. Anthony Leali has taken responsibility for standard product sales. This new organization will make us better than ever at both development and sales. Leading the Spintronics Revolution We entered fiscal 2004 with a solid sales backlog, key design wins, and a first-rate distribution channel. In the coming year, we will expand our product lines, continue to target industrial/factory automation, and advance our mission of leading the spintronics revolution with practical products. Sincerely, /s/ Daniel A. Baker Daniel A. Baker, Ph.D. President and Chief Executive Officer June 11, 2003 -----END PRIVACY-ENHANCED MESSAGE-----