-----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, A1Rfn3WAmqoYWUbxOoRkGodJrnOLsw7IuRVChRjY3tpj3d3LypPF1xxb6YMV3eys sjSCFdRBoe32zXkDatfk1Q== 0000724910-06-000005.txt : 20060118 0000724910-06-000005.hdr.sgml : 20060118 20060118164105 ACCESSION NUMBER: 0000724910-06-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060116 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 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: 06535946 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 cfo-8k.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 16, 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) Registrant'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 (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 Pursuant to his appointment as a principal officer as set forth in Item 5.02 below, we have entered into a verbal agreement with Curt A. Reynders providing for an annual salary of $95,000 and the grant of an incentive stock option for the purchase of up to 25,000 shares of NVE Common Stock. Mr. Reynders expects to file an initial statement of beneficial ownership of securities on Form 3 reporting the option grant. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Retirement of Officer Richard L. George retired as our Chief Financial Officer and Treasurer as of January 16, 2006, and will remain with the company as a part-time specialist. Appointment of Officer On January 16, 2006 our board of directors approved the promotion of Curt A. Reynders, age 43, to the position of Chief Financial Officer and Treasurer. Prior to his promotion, Mr. Reynders had been our controller since July 2001. Mr. Reynders has served in various accounting, auditing and accounting management positions with public accounting and industry firms. Before joining NVE, Mr. Reynders was controller for NewLeaf Designs. None of our current directors or executive officers has a family relationship with Mr. Reynders. Other than compensation for his services to NVE, there are no related party transactions between Mr. Reynders and us. We issued a press release on January 18, 2006 announcing the retirement of Mr. George and the promotion of Mr. Reynders. The press release is attached as Exhibit 99. -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 18, 2006 /s/ Daniel A. Baker ------------------- By: Daniel A. Baker President and Chief Executive Officer -3- INDEX TO EXHIBITS Exhibit Description ------- ----------- 99 Press release dated January 18, 2006 announcing the retirement of Richard L. George and the promotion of Curt A. Reynders -4- EX-99 2 cfo-pr.txt PRESS RELEASE DATED JANUARY 18, 2006 ANNOUNCING THE RETIREMENT OF RICHARD L. GEORGE AND THE PROMOTION OF CURT A. REYNDERS PRESS RELEASE For immediate release NVE Promotes Curt A. Reynders to Chief Financial Officer Richard L. George Retires as CFO EDEN PRAIRIE, Minn.--January 18, 2006--NVE Corporation (Nasdaq: NVEC) announced today that Richard L. George retired as Chief Financial Officer and Treasurer on January 16, 2006. George will remain with the company on a part-time basis concentrating on Government contract administration. Curt A. Reynders has been promoted to the position of Chief Financial Officer and Treasurer. Reynders, 43, has been NVE's controller since 2001. Before joining NVE he served in various accounting, auditing and accounting management positions with public accounting and industry firms. Reynders earned a B.S. in Accounting and Economics from Morningside College and is a Certified Public Accountant. "We appreciate Dick's contributions to NVE over the past nearly 15 years," said NVE President and CEO Daniel A. Baker, Ph.D. "NVE has made tremendous progress during his tenure. Dick's skills will remain available to us, and we are fortunate to have an accomplished, experienced individual in Curt to assume the CFO role." NVE is a leader in the practical commercialization of spintronics, a nanotechnology that many experts believe represents the next generation of microelectronics. NVE licenses its MRAM intellectual property and sells spintronic sensors and couplers to revolutionize data sensing and transmission. Statements used in this press release that relate to future plans, events, financial results or performance are forward-looking statements that are subject to certain risks and uncertainties including the risk factors listed from time to time in our filings with the SEC, including our Annual Report on Form 10-KSB and other reports filed with the SEC. ### -----END PRIVACY-ENHANCED MESSAGE-----