UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 1)
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 6, 2007


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 No. 1 to Form 8-K is being filed to disclose an amendment to our Supplier Partnering Agreement dated January 3, 2006 (the "Original Agreement") 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 Original Agreement.

Description of the Terms and Conditions of the Amendment
     On September 6, 2007 we executed Amendment Number 1 to the Original Agreement. The Amendment is filed as Exhibit 10.3 to this Current Report on Form 8-K/A. The Amendment extends the term of the Original Agreement through December 31, 2009, and modifies required inventory, purchase forecast, and unit prices.

 

 

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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 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 10, 2007 NVE CORPORATION
 (Registrant)
 
/s/ DANIEL A. BAKER 
(Signature)
Daniel A. Baker
President and Chief Executive Officer

 

 

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

Amendment No. 1 to Supplier Partnering Agreement

This Amendment No. 1 to Supplier Partnering Agreement dated January 1, 2006 ("Original 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 Original Agreement shall be amended so that the term of the Agreement will continue until December 31, 2009.

2. **
Section 6.2 of the Original Agreement shall be amended so that ** applies to 2009.

3. Change in contacts .
Section 7 "Communication" of the Original Agreement shall be amended so that the Buyer contact responsible for routine communications between Seller and Buyer is Winston Hanson. Section 10.6 "Notices" to Buyer shall be similarly amended.

4. Changes in Purchase Quantity and Unit Price .
Attachment 1 of the Original Agreement shall be amended to reflect a 2008 Unit Price of **, with an annual volume forecast for 2008 and 2009 of **.

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:

PACESETTER, INC.
NVE Corporation
 
By:   /s/ WINSTON R. HANSON  
By:  /s/ DANIEL A. BAKER   
          Winston R. Hanson
           Daniel A. Baker
 
Title:  Commodity Manager  
Title:   President & CEO  
 
Date:  9/4/07 
Date:   9/6/07 



SJM 2008 Forecast
NVE Corporation

SJM Part No.
Description
2007
% / Qty Required
Inventory
2007
12 Mo. Purchase
Forecast
2007
UNIT PRICE
2008
% / Qty Required
Inventory
2008
12 Mo. Purchase
Forecast
2008
UNIT PRICE
1071000-001  
GMR Sensor
**
**
**
**
**
**
**
**

/s/ DANIEL A. BAKER   
Vendor Acknowledgment

Daniel A. Baker   
Name

9/6/07   
Date