FORM S-8 03/16/06
As
filed with the Securities and Exchange Commission on March 16,
2006 Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NVIDIA
Corporation
(Exact
name of Registrant as specified in its charter)
Delaware
|
|
94-3177549
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification No.)
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2701
San Tomas Expressway, Santa Clara, CA 95050
(Address
of principal executive offices and zip code)
NVIDIA
Corporation
1998
Employee Stock Purchase Plan, as amended
(Full
title of the plan)
Marvin
D. Burkett
Chief
Financial Officer
NVIDIA
Corporation
2701
San Tomas Expressway
Santa
Clara, CA 95050
Tel:
408-486-2000
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
to:
Eric
C.
Jensen, Esq.
Cooley
Godward LLP
Five
Palo
Alto Square
3000
El
Camino Real
Palo
Alto, CA 94306
(650)
843-5000
CALCULATION
OF REGISTRATION FEE
Title
of each class of Securities
to
be Registered
|
Amount
to be Registered(1)
|
Proposed
Maximum
Offering
Price
per Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price (2)
|
Amount
of
Registration
Fee
|
Common
Stock, par value $.001 per share: to be issued under NVIDIA Corporation
1998 Employee Stock Purchase Plan, as amended
|
3,248,484
shares
|
$47.85
|
$155,439,959
|
$16,632
|
(1) Calculated
pursuant to General Instruction E to Form S-8. Pursuant to Rule 416(a) under
the
Securities Act of 1933 (the “Act”), this Registration Statement also covers
shares issued pursuant to antidilution provisions set forth in the NVIDIA
Corporation 1998 Employee Stock Purchase Plan, as amended.
(2) Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(c) and (h)(1) under the Act. The proposed maximum offering
price per share and proposed maximum aggregate offering price are based upon
the
average of the high and low prices of Registrant’s common stock as reported on
the Nasdaq National Market on March 13, 2006.
The
Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Act.
EXPLANATORY
NOTE
This
Registration Statement is being filed for the purposes of increasing the number
of securities of the same class as other securities for which a Registration
Statement of the Registrant on Form S-8 relating to the same employee benefit
plan is effective.
Registrant’s
Form S-8 Registration Statements filed with the Securities and Exchange
Commission (the “Commission”) on March 23, 1999 (File No. 333-74905), December
8, 2000 (File No. 333-51520), December 10, 2001 (File No. 333-74868), September
23, 2002 (File No. 333-100010), June 17, 2003 (File 333-106191), April 9, 2004
(File No. 333-114375) and April 8, 2005 (File No. 333-123933), each of which
relates to the Registrant’s 1998 Employee Stock Purchase Plan, as amended, are
incorporated herein by reference and made a part hereof.
EXHIBITS
Exhibit
Number
|
Description
|
5.1
|
Opinion
of Cooley Godward LLP.
|
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
23.2
|
Consent
of KPMG LLP.
|
23.3
|
Consent
of Cooley Godward LLP(included
in Exhibit 5.1).
|
24.1
|
Power
of Attorney (included in the signature page).
|
|
|
|
|
UNDERTAKINGS
1. |
The
undersigned registrant hereby
undertakes:
|
(a) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement.
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided,
however,
that
paragraphs (a)(i) and (a)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant
to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(b) That,
for
the purpose of determining any liability under the Securities Act of 1933,
each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(d) That,
for
the purpose of determining liability of the registrant under the Securities
Act
of 1933 to any purchaser in the initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other
communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
2. |
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
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3. |
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the registrant pursuant to the foregoing provisions, or otherwise,
the
registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such
issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Santa Clara, State of California, on March 16, 2006.
NVIDIA
Corporation
By:
/s/
JEN-HSUN HUANG
Jen-Hsun
Huang
President
and Chief Executive Officer
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Jen-Hsun Huang
and
Marvin D. Burkett, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as
he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
|
Date
|
|
|
|
|
President,
Chief Executive Officer
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/s/
JEN-HSUN HUANG
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and
Director (Principal Executive
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Jen-Hsun
Huang
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Officer)
|
March
16, 2006
|
|
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/s/
MARVIN D. BURKETT
|
Chief
Financial Officer (Principal
|
|
Marvin
D. Burkett
|
Financial
and Accounting Officer)
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March
16, 2006
|
|
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/s/
TENCH COXE
|
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Tench
Coxe
|
Director
|
March
16, 2006
|
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/s/
STEVEN CHU
|
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Steven
Chu
|
Director
|
March
13, 2006
|
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/s/
JAMES C. GAITHER
|
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|
James
C. Gaither
|
Director
|
March
16, 2006
|
|
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/s/
HARVEY C. JONES
|
|
|
Harvey
C. Jones
|
Director
|
March
13, 2006
|
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/s/
MARK L. PERRY
|
|
|
Mark
L. Perry
|
Director
|
March
16, 2006
|
|
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/s/
WILLIAM J. MILLER
|
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|
William
J. Miller
|
Director
|
March
16, 2006
|
|
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/s/
A. BROOKE SEAWELL
|
|
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A.
Brooke Seawell
|
Director
|
March 16,
2006
|
|
|
|
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Mark
A. Stevens
|
Director
|
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EXHIBIT
INDEX
Exhibit
Number
|
Description
|
5.1
|
Opinion
of Cooley Godward LLP.
|
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
23.2
|
Consent
of KPMG LLP.
|
23.3
|
Consent
of Cooley Godward LLP(included
in Exhibit 5.1).
|
24.1
|
Power
of Attorney (included in the signature
page).
|