UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A
(Amendment No. 4)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  May 1, 2009

NVE LOGO
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ] 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value NVEC The NASDAQ Stock Market, LLC
 

Explanatory Note
     This Amendment Number 4 to Form 8-K is being filed to disclose an amendment to a Supply Agreement by and between NVE Corporation and Sonova AG.


Item 1.01 Entry into a Material Definitive Agreement

General Information
     Sonova AG (formerly known as Phonak AG) develops, manufactures, and sells hearing systems using our magnetic sensors under a Supply Agreement executed May 1, 2009, previously amended January 12, 2011, and further amended November 13, 2015 (the “2015 Supply Agreement”).

Description of the Terms and Conditions of the Amendment
     Effective February 18, 2020 we executed a First Amendment to the 2015 Supply Agreement, which extends the 2015 Supply Agreement term through March 31, 2025 and amends pricing provisions.

     The foregoing descriptions of the agreements and amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amendment filed as Exhibit 10.4 and the other documents incorporated by reference to this Current Report Amendment Number 4 to Form 8-K/A and incorporated by reference into this Item 1.01.

 

 

 

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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  February 18, 2020 NVE CORPORATION
(Registrant)

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

 

 

 

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INDEX TO EXHIBITS

Exhibit #
Description
 
  10.1 Supply Agreement by and between the company and Phonak AG (incorporated by reference to the Form 8-K filed May 6, 2009).
 
  10.2+ Amendment to the 2009 Supply Agreement by and between the company and Phonak (incorporated by reference to the Form 8-K/A filed January 12, 2011).
 
  10.3+ Supply Agreement by and between the company and Sonova AG (incorporated by reference to the Form 8-K/A filed November 16, 2015).
 
  10.4* First Amendment to the 2015 Supply Agreement (filed with this Form 8-K/A).

+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.

*Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.

 

 

 


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[Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed.]
 
CONFIDENTIAL
First Amendment to Supply Agreement
 
This First Amendment to the Supply Agreement between Supplier and Sonova (“Amendment”) is dated effective as of the date fully executed by both Parties (“Effective Date”),

and is entered into by and between

Sonova AG, Laubisrütistrasse 28, 8712 Stäfa, Switzerland (“Sonova”),
and
NVE Corporation, 11409 Valley View Road, Eden Prairie, MN 55344, USA (“Supplier”).

Sonova and the Supplier entered into a Supply Agreement between dated effective 13th of November 2015 (the “Agreement”).

1. In accordance with clause 18.1 of the Agreement, Sonova and the Supplier agree to extend the Agreement for 5 years, i.e., until March 31st, 2025.
 
2. The pricing table in Appendix B is replaced by the following:
[**]
 
3. Pricing beyond ** shall be **
 
4. Except as provided in this Amendment, all terms used in this Amendment that are not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement.
 
5. This Amendment embodies the entire agreement between the Company and the Contractor with respect to the amendment of the Agreement. In the event of any conflict or inconsistency between the provisions of the Agreement and this Amendment, the provisions of this Amendment shall prevail.
 
6. Except as specifically modified and amended herein, all of the terms, provisions, requirements and specifications contained in the Agreement remain in full force and effect.
 
7. This Amendment shall be governed, interpreted and enforced in accordance with the same governing law and jurisdiction stated in the Agreement.
 
 
Sonova AG
 
 
/s/ [illegible]  
 
Place/Date:  Stäfa, 18.02.2020
/s/ [illegible]  
 
Place/Date:  Stäfa, 18.02.2020
 
 
NVE Corporation
 
 
/s/ D. Baker  
 
Place/Date: Eden Prairie / 17 Feb. 2020
 
 

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