UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 17, 2005
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NVE Corporation
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(Exact name of registrant as specified in its charter)
Minnesota 000-12196 41-1424202
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11409 Valley View Road, Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (952) 829-9217
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(Former name or former address, if changed since last report)
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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 (1 7 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 17, 2005, our Board of Directors voted to terminate the NVE
Corporation 2001 Employee Stock Purchase Plan effective January 1, 2006. The
plan was approved by our shareholders in 2001 and allowed us to issue up to
200,000 shares of common stock. Since the plan was implemented, we issued
7,009; 12,566; 8,917; and 2,839 shares of common stock under the plan for
fiscal years 2005, 2004, 2003, and 2002, respectively. The termination was in
anticipation of the impact of Financial Accounting Standards Board Statement of
Financial Accounting Standards ("SFAS") No. 123(R), which we believe would have
required recognizing expenses associated with the issuance of shares under the
Plan. Public entities that do not file as small business issuers will be
required to apply SFAS No. 123(R) as of the first annual reporting period
beginning after June 15, 2005. The termination of the Plan will not affect
participants' options to purchase shares under the Plan on December 31, 2005.
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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.
NVE CORPORATION
(Registrant)
Date October 19, 2005 /s/ Daniel A. Baker
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By: Daniel A. Baker
President and Chief Executive Officer
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