UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment
No. 2)
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 12, 2011
NVE Corporation
(Exact name of registrant as specified in its charter)
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Minnesota
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000-12196
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41-1424202
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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11409
Valley View Road, Eden Prairie, Minnesota
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55344
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(Address
of principal executive offices)
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(Zip
Code)
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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 Number 2 to Form 8-K
is being filed to disclose an amendment to a Supply Agreement by and between NVE
Corporation and Phonak AG.
Item 1.01 Entry into a Material Definitive
Agreement
General information
Phonak
AG develops, manufactures, and sells hearing systems using our spintronic sensors
under our Supply Agreement.
Description of the Terms of the Agreement
On January 12, 2011 we executed an amendment to the
Supply Agreement pursuant to a letter of intent executed May 12, 2010.
The amendment includes provisions to extend the Supply Agreement term through March 31, 2015,
expand NVE products under the scope of the Supply Agreement, minimum usage requirements,
and pricing provisions.
2
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.
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Date
January
12, 2011
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NVE
CORPORATION
(Registrant)
/s/ DANIEL A. BAKER
Daniel
A. Baker
President and
Chief Executive Officer
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3
INDEX
TO EXHIBITS
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Exhibit #
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Description
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10.1
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Supply
Agreement by and between the company and Phonak AG (incorporated by reference
to our Current Report on Form 8-K filed May 6, 2009).
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10.2+
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Letter
of Intent relating to Supply Agreement by and between NVE Corporation and Phonak
AG (incorporated by reference to our Current Report on Form 8-K filed May 12, 2010).
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10.3+
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Amendment
to Supply Agreement dated January 12, 2011 by and between NVE Corporation and Phonak AG (filed with this
Current Report on Form 8-K/A).
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+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.
4
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.
CONFIDENTIAL
AMENDMENT
TO SUPPLY AGREEMENT
This
Amendment to the Supply Agreement executed May 1, 2009 by and between NVE
Corporation, a Minnesota corporation (“NVE” or “Supplier”)
and Phonak AG (“Phonak”) is executed by and between NVE and Phonak effective
as of the last date of signature.
1. Term
Section 17.1 is hereby
replaced in its entirety with the following:
This
Agreement shall remain in force until March 31, 2015.
Sections
17.2, 17.2.1, and 17.2.2 are hereby replaced in their entirety with the following:
17.2 Either
Party may terminate this Agreement by notice in writing to the other Party if
the other Party is in material breach under Sections 14 or 15, provided that the
Agreement shall not be so terminated if the Party in default has cured the default
within thirty (30) days after the notice is given.
2.
Products
Appendix B shall be amended to add the following Supplier part
numbers:
**
3.
Usage
Section 3 of the Supply Agreement is hereby renamed “FORECAST
AND USAGE.”
The
following new Sections 3.2, 3.3, and 3.4 are hereby added to the Supply Agreement:
3.2 Phonak
shall purchase at least ** of the unit volume of magnetic sensors used in Phonak’s
hearing instruments to detect the presence of telephones or other audio devices.
Magnetic sensors subject to this requirement shall include the “Easy Phone”
feature in Phonak’s hearing instruments.
3.3 Target minimum
purchases of ** as a percentage of total purchased Products are as follows:
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Period
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12
May
2010 to 31
March 2011
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1 April
2011 to 31
March 2012
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1 April
2012 to 31
March 2013
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1 April
2013 to 31
March 2014
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1
April
2014 to 31
March 2015
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Target
Purchases of
**
as a
Percentage
of Product Purchases
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**
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**
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**
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**
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**
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For
the purposes of this Section 3, “Purchases” shall mean Products ordered
by Phonak for a particular Period and shipped by Supplier in the Period.
Pricing
herein is contingent on a substantial portion of Product purchases for ** over
the next few years.
Page
2 of 2
4.
Pricing
The following Section 9.4 is hereby added to the Supply Agreement:
9.4 ** pricing as specified in Appendix F shall apply to Products.
Appendix
F as follows is hereby incorporated into the Supply Agreement:
Appendix
F: Price List
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Period
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12
May
2010 to 31
March 2011
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1 April
2011 to 31
March 2012
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1 April
2012 to 31
March 2013
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1 April
2013 to 31
March 2014
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1
April
2014 to 31
March 2015
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Volume
(1
April to 31 March)
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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**
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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment through the signatures
of their duly authorized representatives.
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For
PHONAK AG:
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For
NVE:
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By:
/s/ HANS MEHL
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By:
/s/ DANIEL BAKER
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[Printed Name] Hans Mehl
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Daniel
Baker
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[Title] Group Vice President Operation
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President
and CEO
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Place: Stäfa
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Place: Eden
Prairie, MN
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Date: Jan 12th 2011
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Date: December
21, 2010
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By:
/s/ PAUL SCHURTER
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[Printed Name] Paul Schurter
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[Title] Director Corporate Procurement
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Place: Stäfa
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Date: Jan 12th 2011
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