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
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) |
(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.
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.
2
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).
|
3
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 |
4
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