UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A
(Amendment No. 7)

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 1, 2006

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 Secu'rities 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 No. 7 to Form 8-K is being filed to disclose a eighth amendment to our Supplier Partnering Agreement dated January 3, 2006 by and between Pacesetter, Inc., now a subsidiary of Abbott Laboratories (“Abbott”), and us, as amended by Amendment No. 1 to the Agreement dated September 6, 2007, Amendment No. 2 dated December 15, 2009, Amendment No. 3 dated September 13, 2010, Amendment No. 4 dated February 1, 2011, Amendment No. 5 dated April 20, 2016, Amendment No. 6 dated December 18, 2020, and Amendment No. 7 dated April 30, 2021.


Item 1.01. Entry into a Material Definitive Agreement.

General Information
     We supply products to Abbott under the Supplier Partnering Agreement as amended.

Description of the Terms and Conditions of the Amendment
     On February 1, 2022, we executed Amendment No. 8 to the Supplier Partnering Agreement, which extends the Agreement term through December 31, 2022 and amends pricing. The Amendment is filed as Exhibit 10.10 to this Current Report on Form 8-K/A.

 

 

 

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.
 
Date  February 2, 2022 NVE CORPORATION
(Registrant)

 /s/ DANIEL A. BAKER
Daniel A. Baker
President & Chief Executive Officer

 

 

 

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INDEX TO 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 the Form 8-K filed September 27, 2005).
 
  10.2+ Supplier Partnering Agreement by and between St. Jude and the company (incorporated by reference to the Form 8-K filed January 4, 2006).
 
  10.3+ Amendment No. 1 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed September 10, 2007).
 
  10.4+ Amendment No. 2 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed December 18, 2009).
 
  10.5+ Amendment No. 3 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed September 16, 2010).
 
  10.6 Amendment No. 4 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed February 7, 2011).
 
  10.7 Amendment No. 5 to Supplier Partnering Agreement between St. Jude and the company (incorporated by reference to the Form 8-K/A filed April 21, 2016).
 
  10.8 Amendment No. 6 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 8-K/A filed December 21, 2020).
 
  10.9 Amendment No. 7 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 10-K filed May 5, 2021).
 
  10.10* Amendment No. 8 to Supplier Partnering Agreement between Abbott and the company (filed with this Current Report on 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.

 


4

 
AMENDMENT NO. 8
TO
SUPPLIER PARTNERING AGREEMENT 
 
THIS AMENDMENT TO SUPPLIER PARTNERING AGREEMENT (this “Amendment”), dated as of November 10, 2021, (the “Amendment Effective Date”) is made and entered into by and between Pacesetter, Inc., with offices at 15900 Valley View Court, Sylmar, California, 91342 (“Buyer”), and NVE Corporation, with a principal place of business at 11409 Valley View Rd, Eden Prairie, Minnesota, 553443617 (“Seller”).
 
RECITALS
 
A. Buyer and Seller are parties to that certain SUPPLIER PARTNERING AGREEMENT with an effective date of January 1, 2006; Amendment No. 1 with an effective date of September 6, 2007; Amendment No. 2 with an effective date of December 15, 2009; Amendment No. 3 with an effective date of September 13, 2010; Amendment No. 4 with an effective date of February 1, 2011; Amendment No. 5 with an effective date of April 20, 2016; Amendment No. 6 with an effective date of December 16, 2020; and Amendment No. 7 with an effective date of April 12, 2021 (collectively the “Agreement”).
 
B. Buyer and Seller now wish to amend the terms of Agreement as set forth in this Amendment.
 
NOW, THEREFORE, Buyer and Seller agree to amend the Agreement as follows:
 
  1. Section 1, Term of Agreement, is hereby deleted and replaced with the following
 
    1. Term of Agreement. This Agreement begins on January 1, 2006 and will remain in force through December 31, 2022, unless terminated earlier.
 
  2. Section 10.8, Compliance with Supplier Guidelines, is hereby added with the following:
 
10.8    Compliance with Supplier Guidelines. Buyer is committed to supporting and applying the fundamental principles of human rights, labor, environmental protection, and anti-corruption to ensure Buyer’s and our suppliers’ long-term business success, as well as improving lives around the world. Supplier has read and agrees to comply with the values represented in Buyer’s Supplier Guidelines found at http://www.abbott.com/partners/suppliers.html, as in effect from time to time (“Guidelines”). At Buyer’s request, Supplier shall (i) provide information and access to Buyer (or applicable Buyer Affiliate, or their delegated third-party advisors) for the purposes of confirming Supplier’s compliance with the Guidelines; and (ii) use commercial reasonable efforts to remediate identified issues and to report its corrective actions. In the event of a conflict between this Agreement and the Guidelines, the terms of this Agreement will prevail.
 
  3. Attachment 1 is hereby amended to reflect a 2022 price of the following:
 
Part Number 1071000-001 increase from current price of $** to $**; Part Number 100101124 increase from current price of $** to $**. These increases are effective with all shipments made after December 1, 2021.
 
  4. If any provisions of this Amendment and the Agreement conflict, the provisions of this Amendment shall prevail. Except as specifically amended herein, all terms and conditions of the Agreement shall remain in full force and effect.
 
 
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  5. Each party represents that it has authority to enter into this Amendment. This Amendment may be executed in counterparts, each of which for all purposes shall be deemed an original, and all of which constitute, collectively, one agreement. Facsimile or electronically transmitted signatures shall be deemed effective as originals.
 
The parties have caused this Amendment to be signed by their duly authorized representatives, effective as of the Amendment Effective Date.
 
Pacesetter, Inc.
 
 
By:  /s/ JONATHAN HARRINGTON 
 
Name:  Jonathan Harrington 
 
Title:  DVP OPS+SUPPLY CHAIN 
 
Date:  2/1/22  		NVE Corporation
 
 
By:  /s/ DANIEL A. BAKER 
 
Name:  Daniel A. Baker 
 
Title:  President & CEO 
 
Date:  2/1/22  
 
 
 
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