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
Minnesota 000-12196 41-1424202
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11409 Valley View Road, Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (952) 829-9217
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(Former name or former address, if changed since last report)
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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 (1 7 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
On September 23, 2005 we entered into an Indemnification Agreement by and between Pacesetter, Inc., a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and us. The Agreement is attached as Exhibit 10 and incorporated herein by reference.
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 September 27, 2005 /s/ Daniel A. Baker
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By: Daniel A. Baker
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit Description
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10 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.
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INDEMNIFICATION AGREEMENT
This Agreement, effective as of the first date below written, is made by
and between PACESETTER, INC., a St. Jude Medical Company, d.b.a. St. Jude
Medical Cardiac Rhythm Management Division, 15900 Valley View Court, Sylmar,
California 91392-9221 (hereinafter referred to as "CRMD") and NVE CORPORATION,
11409 Valley View Road, Eden Prairie, Minnesota 55344 (hereinafter referred to
as "VENDOR").
1. CRMD will indemnify, defend, and hold harmless VENDOR and its officers,
directors, employees, agents, and contractors from and against any and all
losses, claims, damages, liabilities, and expenses (including reasonable
attorneys fees) arising out of or based upon CRMD's incorporation of a Giant
Magnetoresistive Sensor Component designed and/or manufactured by VENDOR to be
used as part of CRMD's Cardiac Pacemakers, Defibrillators, Electrodes, Leads,
and Programmers, and Components Therefor. VENDOR shall give CRMD written notice
of any such claim within fifteen (15) days and shall cooperate in the defense
of such claim at CRMD's expense. Further, VENDOR agrees that CRMD shall have
sole control over the defense or settlement of any such claim, action or
proceeding, including, but not limited to, the right to select defense counsel,
and that neither it nor its officers, directors, employees, agents, or
contractors shall enter into any agreement with respect to such claim, action
or proceeding for which indemnification is or may be sought without receipt of
CRMD's prior written approval.
2. CRMD's obligations hereunder do not extend to claims arising as a direct
result of the willful misconduct of VENDOR, its employees, representatives, or
subcontractors.
3. VENDOR expressly warrants that the goods quoted and delivered to CRMD
will be free from defects in material and workmanship. Upon receipt of the
goods quoted and delivered to CRMD, the goods will be inspected by CRMD. If the
goods are not inspected or are accepted after such inspection, the goods will
be considered free from defects both in connection with any warranty claim or
in connection with any claim included in the obligations of CRMD in paragraph 1
of this agreement. Notwithstanding any of the foregoing or anything expressly
described in any purchase orders, the liability of VENDOR for breach of this
express warranty shall be limited to the repair or replacement of defective
parts.
4. This Agreement sets forth the entire Agreement of the parties relating
to the subject matter. No modification of or an amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in
writing signed by the party to be charged.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first below written.
PACESETTER, INC, d.b.a., NVE CORPORATION
St. Jude Medical
Cardiac Rhythm Management Division
By: /s/ Jeff Chateau By: /s/ Daniel A. Baker
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Jeff Chateau Daniel A. Baker, Ph.D.
Title: Vice President Supply Chain Title: President and CEO
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Date: Sept. 26, 2005 Date: Sept. 23, 2005
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