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)   December 17, 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 the lease agreement on the building housing our principal executive offices and manufacturing facility.


Item 1.01 Entry into a Material Definitive Agreement

     On December 17, 2007 we executed a third amendment to the lease agreement between us and Carlson Real Estate Company covering the building housing our principal executive offices and manufacturing facility. The building consists of 21,362 square feet of offices, laboratories, and production areas. Our lease would have expired December 31, 2008 without the third amendment. The third amendment extends the lease for an additional term of seven years, expiring December 31, 2015, with a onetime right to cancel the lease at our option on December 31, 2012. The amendment provides for annual base rent of $138,853 in 2009, increasing 2.5% each subsequent year during the extended term. Additionally, the landlord agreed to provide a tenant improvement allowance of $213,620.

     The lease amendment is filed as Exhibit 10.6 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   December 20, 2007

NVE CORPORATION

          (Registrant)

 
/s/ CURT A. REYNDERS 
      Curt A. Reynders
  Chief Financial Officer

 

 

 

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INDEX TO EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit #
Description
10.1
Lease dated October 1, 1998 between the company and Glenborough Properties, L.P. (incorporated by reference to our Quarterly Report on Form 10-QSB for the period ended September 30, 2002).
 
10.2
First amendment to lease between the company and Glenborough Properties, LP dated September 18, 2002 (incorporated by reference to our Quarterly Report on Form 10-QSB for the period ended September 30, 2002).
 
10.3
Second amendment to lease between the company and Glenborough Properties, LP dated December 1, 2003 (incorporated by reference to our Quarterly Report on Form 10-QSB for the period ended December 31, 2003).
 
10.4
Notification from Glenborough Properties, LP relating to change in building ownership (incorporated by reference to our Current Report on Form 8-K filed October 11, 2005).
 
10.5
Notification from Carlson Real Estate Company, Inc. relating to change in building ownership (incorporated by reference to our Current Report on Form 8-K filed October 11, 2005).
 
10.6
Third amendment to lease between the company and Carlson Real Estate Company, Inc. dated December 17, 2007 (filed with this Current Report on Form 8-K/A).

 

 

 


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THIRD AMENDMENT TO LEASE
 
DATE:
December 17, 2007
 
PARTIES:
Carlson Real Estate Company, a Minnesota Limited Partnership
"Landlord"
 
NVE Corporation, a Minnesota corporation
"Tenant"
   
RECITALS:
 
A. By Lease between Glenborough Properties, L.P., a California limited partnership, ("GP") and Nonvolatile Electronics, Inc. ("NEI"), a Minnesota corporation, dated October 1, 1998, and by First Amendment to Lease dated September 18, 2002, and Second Amendment to Lease dated December 1, 2003, by and between Glenborough Fund IX, LLC, a Delaware limited liability company, ("Glenborough") as successor to GP and Tenant as successor to NEI (collectively, the "Lease") relating to approximately 21,362 square feet of space (the "Premises") located in Bryant Lake Business Center, Eden Prairie, Minnesota.
 
B. Landlord succeeded to the interest of Glenborough in the Lease and in Premises.
 
C. The parties have reached an agreement with respect to the amendment of the Lease which they wish to reduce to writing.
 
AGREEMENT:
 
In consideration of the following terms and conditions, the parties agree as follows:
 
1. Recitals. The foregoing recitals are true and are incorporated herein.
 
2. Effective Date. The "Effective Date" of this Third Amendment to Lease shall be January 1, 2009.
 
3. Extension of Lease Term. The term of the Lease is hereby extended, pursuant to all of the terms and conditions of the Lease as amended, for an additional period of seven (7) years, commencing January 1, 2009, and ending December 31, 2015 (the "Extended Term").
 
4. Increase in Annual Base Rent. As of the Effective Date, Tenant's Annual Base Rent for the Premises shall be as follows:
 
Months Per Square Foot Monthly Installment Annual Base Rent
01/01/09-12/31/09 $6.50 $11,571.08 $138,853.00


01/01/10-12/31/10 $6.66 $11,855.91 $142,270.92
01/01/11-12/31/11 $6.83 $12,158.54 $145,902.46
01/01/12-12/31/12 $7.00 $12,461.17 $149,534.00
01/01/13-12/31/13 $7.17 $12,763.80 $153,165.54
01/01/14-12/31/14 $7.35 $13,084.22 $157,010.70
01/01/15-12/31/15 $7.54 $13,422.46 $161,069.48

5. Landlord Improvement Allowance. Landlord shall pay Tenant a maximum of Two Hundred Thirteen Thousand Six Hundred twenty and 00/100 ($213,620.00) Dollars for Tenant's improvements to the Premises. Said amount shall be payable from Landlord to Tenant at any time after full execution of this amendment provided the following conditions have been fully satisfied:
 
A. Landlord has approved all improvements. Landlord's consent shall not be unreasonably withheld. Landlord acknowledges Improvement Allowance will primarily include expansion of and improvements to Tenant's clean room and related mechanical equipment.
 
B. All necessary permits and approvals have been obtained from appropriate government authorities.
 
C. Tenant is not in default under the terms of the Lease.
 
D. Tenant shall have fully completed all of Tenant's improvements and fully paid all bills for labor, materials and services prior to December 31, 2010 and shall provide Landlord with copies of all paid bills together with appropriate lien waivers and any other documentation requested by Landlord.
 
6. Termination Right. Provided Tenant is not then in default of this Lease, Tenant shall have the onetime option to cancel the Lease on December 31, 2012 ("Termination Right") by providing Landlord written notice on or before April 1, 2012 (the "Termination Notice"). Additionally, Tenant shall pay Landlord a termination fee equal to the sum of the unamortized balance of leasing commissions and Tenant Improvement costs, using an interest factor of ten percent (10%) per annum plus four (4) months of Annual Base Rent (the "Termination Fee").
 
The Termination Fee shall be paid by Tenant simultaneously with delivery of the Termination Notice to Landlord. If the Termination Fee is not paid simultaneously with the Termination Notice, the Termination Right shall not be effective and the Lease shall remain in full force and effect.
 
7. Counterparts/Facsimile Signatures. This Third Amendment to Lease may be signed in counterparts, and all counterpart signature pages when taken together shall constitute one and the same instrument. This Third Amendment to Lease may be executed and delivered by facsimile signature for execution on the part of one or more parties hereto and upon one party
 

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    sending via facsimile to another party a facsimile copy of a signature page showing the sending party's execution or signature, the sending party shall be bound by such signature or execution.
 
8 Interpretation of Third Amendment to Lease. In the event of any conflict between the Lease and this Third Amendment to Lease, the terms of this Third Amendment to Lease shall control. Except as expressly amended, supplemented or modified by this Third Amendment to Lease, the Lease shall continue in full force and effect. All capitalized terms contained in this Third Amendment to Lease, unless specifically defined herein, shall have the meaning ascribed to them in the Lease.
 
9. Binding Effect. This Third Amendment to Lease shall bind and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
 

IN WITNESS WHEREOF, Landlord and Tenant have caused this Third Amendment to Lease to be executed as of the day and year first above written.
 

CARLSON REAL ESTATE COMPANY,
A MINNESOTA LIMITED PARTNERSHIP
 
By Carlson Real Estate Company, Inc.
Its Agent
 
 
By  /s/ MARK G. HERREID
Mark G. Herreid
Its Senior Vice President and CFO
 
By /s/ MATT VAN SLOOTEN
Matt Van Slooten
Its President
 
 
NVE CORPORATION, A MINNESOTA
CORPORATION
 
 
By /s/ DANIEL BAKER
Daniel Baker
Its President and CEO
 
 


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