-----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, Ue8wC3SS6ryKfesBOzo1gDq92RKciwCWAPMaorm6kCQKCPDFnlzor0lRl3es+Sxv Q3pYZ6GkpPbwNap2/BMvZQ== 0000912057-00-052325.txt : 20020425 0000912057-00-052325.hdr.sgml : 20020425 ACCESSION NUMBER: 0000912057-00-052325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001121 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20001206 DATE AS OF CHANGE: 20001207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVE CORP /NEW/ CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 005-59937 FILM NUMBER: 00783861 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 a2032378z8-k.txt FORM 8-K 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): November 21, 2000 --------------------- NVE CORPORATION --------------- (Exact name of registrant as specified in its charter) MINNESOTA --------- (State or other jurisdiction of incorporation) 0-12196 41-1424202 - ---------------------------- ------------------------ Commission File Number I.R.S. Employer Identification number 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 -------------- PREMIS CORPORATION 13220 COUNTY ROAD 6, PLYMOUTH, MINNESOTA 55441 ---------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. MERGER COMPLETED Effective as of November 21, 2000 (the "Effective Date"), and pursuant to that certain Agreement and Plan of Merger, dated as of September 22, 2000, by and between Nonvolatile Electronics, Incorporated (NVE), a Minnesota corporation ("Merged NVE"), and PREMIS Corporation ("Premis"), Merged NVE has successfully merged with and into Premis (the "Merger"), with Premis surviving under the new name NVE Corporation (the "Company"). On November 20, 2000, in connection with the Merger, all outstanding shares of common stock of Premis held as of that date were converted on a 5:1 basis in a reverse stock-split. As of the Effective Date, each shareholder of Merged NVE received 3.5 shares of stock of the Company for each share of common stock of Merged NVE held immediately prior to the Merger. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. Not Applicable. (b) Pro forma financial information. Not Applicable. (c) Exhibits. 2.1 Agreement and Plan of Merger, dated as of September 22, 2000, by and between Nonvolatile Electronics, Incorporated (NVE) and PREMIS Corporation (incorporated by reference to the Definitive Proxy Statement on Schedule 14 filed by PREMIS Corporation on November 16, 2000). 99.1 Press Release of NVE Corporation, dated November 27, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized. NVE CORPORATION Dated: December 6, 2000 By /s/ Dr. James Daughton/s/ Dr. James Daughton Chief Executive Officer By /s/ Richard George/s/ Richard George Chief Financial Officer INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE - ----------- ----------------------- ---- 2.1 Agreement and Plan of Merger, dated as of September 22, 2000, by and between Nonvolatile Electronics, Incorporated (NVE) and PREMIS Corporation (incorporated by reference to the Definitive Proxy Statement on Schedule 14 filed by PREMIS Corporation on November 16, 2000). 99.1 Press Release of NVE Corporation, dated November 27, 2000.
EX-99.1 2 a2032378zex-99_1.txt EXHIBIT 99.1 [LOGO] PRESS RELEASE CORPORATION - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE November 27, 2000 NVE CORPORATION IS LAUNCHED EDEN PRAIRIE, MN--The shareholders of Premis Corporation, a publicly traded corporation, and Nonvolatile Electronics, Inc., a privately held corporation, have approved the merger of the two companies. The surviving public company is NVE Corporation and its Board of Directors will be the previous Nonvolatile Electronics, Inc. Board of Directors. Dr. James Daughton, Chairman and President of NVE stated, "NVE is pleased that the merger with Premis Corporation has been completed. The new NVE should now be stronger and better able to develop and market its products in its fast growing and competitive marketplace. NVE will be better positioned to build value for its shareholders." He went on to say, "The dedicated employees of NVE, its management and its Board are committed to the future success, growth and profitability of NVE." "This merger will give us greater access to the equity market and recognition in the financial community for our strong leadership position in applying Giant Magnetoresistive (GMR) materials and Magnetic Tunnel Junction (MTJ) devices to magnetic sensors, isolators and Magnetoresistive Random Access Memory (MRAM). Our customers are recognized leaders in their fields and are using these technologies in next generation products. Today, our products are being applied in the industrial automation, telecommunications, medical, automotive, biomedical, military and aerospace markets." NVE Corporation is an ISO-9001 certified electronics component manufacturer located in Eden Prairie, Minnesota specializing in the combination of magnetically sensitive materials with integrated circuits. It currently has 15 issued US Patents and 2 foreign patents with additional patents pending. Further information on NVE Corporation and its products can be obtained from NVE at 11409 Valley View Road, Eden Prairie, MN 55344-3617, (952) 996-1636, FAX (952) 996-1600, email: investor@nve.com or visit its web site: www.nve.com. Information regarding the exchange of Premis stock as well as the new stock exchange symbol will be posted on the NVE web site, as that information becomes available. - -------------------------------------------------------------------------------- NVE CORPORATION 11409 Valley View Road - Eden Prairie, MN 55344-3617 Telephone: (952) 829-9217 - FAX: (952) 996-1600 E-mail: investor@nve.com - WWW: http://www.nve.com -----END PRIVACY-ENHANCED MESSAGE-----