8-K 1 sjm1-06.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) January 3, 2006 --------------- 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 St. Jude Supplier Partnering Agreement On January 3, 2006 we entered into a Supplier Partnering Agreement (the "Agreement") by and between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division ("St. Jude"), and us. Under the Agreement, we will supply spintronic sensors intended for use in medical devices to St. Jude. The Agreement is effective as of January 1, 2006 and has a term of two years. It defines pricing for our sensors, establishes purchase forecasts and inventory requirements, and specifies certain other terms and conditions. The Agreement is attached as Exhibit 10 and incorporated herein by reference. -2- 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 January 4, 2006 /s/ Daniel A. Baker ------------------- By: Daniel A. Baker President and Chief Executive Officer -3- INDEX TO EXHIBITS Exhibit Description ------- ----------- 10 Supplier Partnering Agreement by and between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company. Confidential treatment has been requested with respect to portions of this exhibit, and such confidential portions have been deleted and separately filed with the SEC pursuant to Rule 24b-2 or Rule 406. -4-