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.