8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  September 13, 2010

NVE Corporation
(Exact name of registrant as specified in its charter)

Minnesota	000-12196	41-1424202
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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))

Explanatory Note
     This Amendment Number 3 to Form 8-K is being filed to disclose a third amendment to our Supplier Partnering Agreement dated January 3, 2006, as amended by Amendment Number 1 to the Agreement dated September 6, 2007 and Amendment Number 2 dated December 15, 2009, by and between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division (“St. Jude”), and us.


Item 1.01 Entry into a Material Definitive Agreement

General information
     We supply spintronic sensors to St. Jude intended for use in medical devices under the Agreement as amended.

Description of the Terms and Conditions of the Amendment
     On September 13, 2010 we executed Amendment Number 3 to the Agreement, which extends the term of the Agreement as amended through December 31, 2011 and modifies the unit price. Amendment Number 3 is filed herein as Exhibit 10.5 to this Current Report on Form 8-K/A.

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Item 9.01 Financial Statements and Exhibits

Exhibit #	Description
10.1	Indemnification Agreement by and between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company (incorporated by reference to our Current Report on Form 8-K filed September 27, 2005).
10.2+	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 (incorporated by reference to our Current Report on Form 8-K filed January 4, 2006).
10.3+	Amendment Number 1 dated September 6, 2007 to Supplier Partnering Agreement between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company (incorporated by reference to our Current Report on Form 8-K/A filed September 10, 2007).
10.4+	Amendment Number 2 dated December 15, 2009 to Supplier Partnering Agreement between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company (incorporated by reference to our Current Report on Form 8-K/A filed December 18, 2009).
10.5+	Amendment Number 3 dated September 13, 2010 to Supplier Partnering Agreement between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company (filed with this Current Report on Form 8-K/A).

+Confidential portions of this exhibit have been deleted and filed separately with the SEC under a request for confidential treatment pursuant to Rule 24b-2 or Rule 406.

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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.

Date  September 16, 2010 NVE CORPORATION
(Registrant)

 /s/ DANIEL A. BAKER
Daniel A. Baker
President and Chief Executive Officer

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EX-10

A CONFIDENTIAL PORTION OF THIS EXHIBIT HAS BEEN REPLACED WITH ASTERISKS AND FILED SEPARATELY WITH THE SEC UNDER A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 OR RULE 406.

NVE and Pacesetter Confidential
 
 

Amendment No. 3 to Supplier Partnering Agreement

 
This Amendment No. 3 to Supplier Partnering Agreement dated January 1, 2006 (as previously amended, the “Agreement”) by and between Pacesetter, Inc. (d/b/a St. Jude Medical CRMD), a St. Jude Medical Company, 15900 Valley View Court, Sylmar, California  91392-9221 (“Buyer”); and NVE Corporation, 11409 Valley View Road, Eden Prairie, MN  55344-3617 (“Seller”) is executed by and between Buyer and Seller.

1. Extension of Term of Agreement.
Section 1 of the Agreement is amended so that the term of this Agreement will continue until December 31, 2011.

2. Changes in Unit Price
Attachment 1 of the Agreement shall be amended to reflect a 2011 price of **.

3. Escrow Agreement
Buyer and Seller shall negotiate in good faith towards execution of a mutually satisfactory technology escrow agreement to provide for the retention, administration and controlled access of Seller’s product proprietary technology under certain circumstances.

4. Except as expressly amended above, all other terms and conditions of the Agreement will continue in full force and effect without change or modification.

IN WITNESS OF THIS AGREEMENT, the parties have signed below by their authorized officers, effective as of the later date below:
 

PACESETTER, INC.	NVE Corporation
By:   /s/ JEFF CHATEAU	By:  /s/ DANIEL A. BAKER
Jeff Chateau	Daniel A. Baker
Title:  V.P, Supply Line	Title:  President & CEO
Date:  9-8-10	Date:  9/13/10

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