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)

 
  

  
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 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.
   
  
Date  January 12, 2011 NVE
CORPORATION
 (Registrant)
  
 /s/ DANIEL A. BAKER
Daniel
A. Baker
President and
 Chief Executive Officer
 
 
 
 
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INDEX
TO EXHIBITS
 
 
  
Exhibit #
Description
    10.1Supply
Agreement by and between the company and Phonak AG (incorporated by reference
to our Current Report on Form 8-K filed May 6, 2009).
 
   10.2+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).
 
    10.3+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). 
+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.











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