-----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, G8hDal7k/NAV4be75Xjao3pVkycdOsjd0x6EVzuZIfMCpjsDM3f2VR6NOA9QW8pr uaULzvJs/apPOOL4gQNvQg== 0000724910-05-000009.txt : 20050330 0000724910-05-000009.hdr.sgml : 20050330 20050330165705 ACCESSION NUMBER: 0000724910-05-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050328 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 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: 05714921 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 accel8-k.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) March 28, 2005 -------------- 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.) 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 (1 7 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 March 28, 2005 the Compensation Committee of our Board of Directors approved an immediate and full acceleration of vesting of all stock options outstanding under the NVE Corporation 2000 Stock Option Plan as Amended July 19, 2001 with an exercise price greater than $20 per share (the "Acceleration"). The closing per share price of the company's common stock on the Nasdaq SmallCap Market on March 28, 2005 was $16.93. For book reporting purposes, no compensation expense will be recognized related to the Acceleration as the affected options had exercise prices higher than the fair value of the underlying common stock on the effective date of the Acceleration. The Company will amend all relevant option agreements to reflect the Acceleration. The Acceleration was approved in anticipation of the impact of Financial Accounting Standards Board SFAS No. 123(R), which requires the expensing of unvested options. Public entities that do not file as small business issuers will be required to apply SFAS No. 123(R) as of the first interim reporting period that begins after June 15, 2005. We do not expect to be eligible to file as a small business issuer in the fiscal year ending March 31, 2006. Accordingly, we expect to adopt SFAS No. 123(R) commencing with the quarter that begins July 1, 2005. As a result of the Acceleration, out-of-the-money options to purchase 42,125 shares of the company's common stock became immediately exercisable as of March 28, 2005. The following table summarizes such shares by range of exercise price: Range of Exercise Price Accelerated Shares ----------------------- ------------------ $20.00 - $34.99 35,000 $35.00 - $49.99 5,250 $50.00 - $59.99 1,875 ------ Total Shares 42,125 Of the total shares accelerated, executive officers and directors of the company hold options to purchase 39,500 shares of common stock as follows: Officer or Director Per Share Exercise Price Accelerated Shares - --------------------- ------------------------ ------------------ Daniel A. Baker $29.65 35,000 Patricia M. Hollister $37.38 4,500 ------ Total shares held by executive officers and directors 39,500 Copies of the amendments to the stock option agreements of Mr. Baker and Ms. Hollister are filed as Exhibits 10.1 and 10.2 to this Current Report. -2- Item 9.01 Financial Statements and Exhibits. (c) Exhibits: The following exhibits are filed as a part of this Current Report: Exhibit Description - ------- ----------- 10.1 Amendment No. 1 dated March 28, 2005 to Stock Option Agreement dated May 7, 2004 between the Company and Daniel A. Baker 10.2 Amendment No. 1 dated March 28, 2005 to Stock Option Agreement dated August 17, 2004 between the Company and Patricia M. Hollister -3- 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 (Registrant) Date March 30, 2005 /s/ Daniel A. Baker ------------------- By: Daniel A. Baker President and Chief Executive Officer -4- EX-10 2 a1-dab.txt EX 10.1 - AMENDMENT TO STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND DANIEL A. BAKER Amendment No. 1 to Incentive Stock Option Agreement This Amendment No. 1 to the Incentive Stock Option Agreement dated May 7, 2004 is by and between NVE Corporation (the "Company") and Daniel A. Baker (the "Employee"), effective as of March 28, 2005 (the "Amendment"). Recitals A. The Company and the Employee entered into a Stock Option Agreement dated May 7, 2004 (the "Option Agreement") pursuant to which the Employee was granted an incentive stock option under the Company's 2000 Stock Option Plan (the "Plan") to purchase up to 35,000 shares of the Company's common stock at an exercise price of $29.65 per share. B. The Compensation Committee of the Company approved an immediate and full acceleration of vesting of all stock options outstanding under the Plan with an exercise price greater than $20 per share. C. The Company and the Employee desire to amend the Option Agreement to reflect the immediate and full vesting of the incentive stock option granted under the Option Agreement in accordance with the terms and conditions of this Amendment. Agreement In consideration of the recitals, the Company and the Employee agree as follows: 1. Amendment to Section 4.1. Section 4.1 of the Option Agreement is hereby amended in its entirety to read as follows: "4.1 Vesting Schedule. The Option will fully vest and be exercisable as to all Stock purchasable under the Option from and after March 28, 2005." 2. Scope of Amendment. Except as expressly modified by this Amendment, all of the terms and conditions of the Option Agreement remain in full force and effect. The Company and the Employee have executed this Amendment as of the effective date set forth above. NVE CORPORATION EMPLOYEE By: /s/ Richard George /s/ Daniel A. Baker Name: Richard George Daniel A. Baker Title: CFO EX-10 3 a1-pmh.txt EX 10.2 - AMENDMENT TO STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND PATRICIA M. HOLLISTER HOLLISTER Amendment No. 1 to Nonstatutory Stock Option Agreement This Amendment No. 1 to the Nonstatutory Stock Option Agreement dated August 17, 2004 is by and between NVE Corporation (the "Company") and Patricia M. Hollister (the "Optionee"), effective as of March 28, 2005 (the "Amendment"). Recitals A. The Company and the Optionee entered into a Stock Option Agreement dated August 17, 2004 (the "Option Agreement") pursuant to which the Optionee was granted a nonstatutory stock option under the Company's 2000 Stock Option Plan (the "Plan") to purchase up to 6,000 shares of the Company's common stock at an exercise price of $37.38 per share. B. The Compensation Committee of the Company approved an immediate and full acceleration of vesting of all stock options outstanding under the Plan with an exercise price greater than $20 per share. C. The Company and the Optionee desire to amend the Option Agreement to reflect the immediate and full vesting of the nonstatutory stock option granted under the Option Agreement in accordance with the terms and conditions of this Amendment. Agreement In consideration of the recitals, the Company and the Optionee agree as follows: 1. Amendment to Section 4.1. Section 4.1 of the Option Agreement is hereby amended in its entirety to read as follows: "4.1 Vesting Schedule. The Option will fully vest and be exercisable as to all Stock purchasable under the Option from and after March 28, 2005." 2. Scope of Amendment. Except as expressly modified by this Amendment, all of the terms and conditions of the Option Agreement remain in full force and effect. The Company and the Optionee have executed this Amendment as of the effective date set forth above. NVE CORPORATION OPTIONEE By: /s/ Daniel A. Baker /s/ Patricia M. Hollister Name: Daniel A. Baker Patricia M. Hollister Title: President & CEO -----END PRIVACY-ENHANCED MESSAGE-----