UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 8)
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 1, 2006
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
| Trading symbol(s)
| Name of each exchange on which registered
|
Common Stock, $0.01 par value
| NVEC
| The NASDAQ Stock Market, LLC
|
Explanatory Note
This Amendment No. 8 to Form 8-K is being filed to disclose Amendment No. 9 to our Supplier Partnering Agreement dated January 3, 2006 by and between Pacesetter, Inc., now a subsidiary of Abbott Laboratories (“Abbott”), and us, as amended by Amendment No. 1 to the Agreement dated September 6, 2007, Amendment No. 2 dated December 15, 2009, Amendment No. 3 dated September 13, 2010, Amendment No. 4 dated February 1, 2011, Amendment No. 5 dated April 20, 2016, Amendment No. 6 dated December 18, 2020, Amendment No. 7 dated April 30, 2021, and Amendment No. 8 dated February 1, 2022.
Item 1.01. Entry into a Material Definitive Agreement.
General Information
We supply products to Abbott under the Supplier Partnering Agreement as amended.
Description of the Terms and Conditions of the Amendment
On January 20, 2023, we executed Amendment No. 9 to the Supplier Partnering Agreement, which extends the Agreement term through December 31, 2023 and amends pricing. The Amendment is filed as Exhibit 10.11 to this Current Report on Form 8-K/A.
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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 January 25, 2023
| NVE CORPORATION
(Registrant)
/s/ DANIEL A. BAKER
Daniel A. Baker
President & Chief Executive Officer
|
|
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INDEX TO 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 the Form 8-K filed September 27, 2005).
|
10.2+
| Supplier Partnering Agreement by and between St. Jude and the company (incorporated by reference to the Form 8-K filed January 4, 2006).
|
10.3+
| Amendment No. 1 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed September 10, 2007).
|
10.4+
| Amendment No. 2 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed December 18, 2009).
|
10.5+
| Amendment No. 3 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed September 16, 2010).
|
10.6
| Amendment No. 4 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed February 7, 2011).
|
10.7
| Amendment No. 5 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed April 21, 2016).
|
10.8
| Amendment No. 6 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 8-K/A filed December 21, 2020).
|
10.9
| Amendment No. 7 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 10-K filed May 5, 2021).
|
10.10*
| Amendment No. 8 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 8-K/A filed February 2, 2022).
|
10.11*
| Amendment No. 9 to Supplier Partnering Agreement between Abbott and the company (filed with this Current Report on Form 8-K/A).
|
104
| Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
+Confidential portions of this exhibit were deleted and filed separately with the SEC under a request for confidential treatment pursuant to Rule 24b-2 or Rule 406.
*Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.
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