FORM 8-K
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): November
27, 2006
NVIDIA
CORPORATION
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
0-23985
|
94-3177549
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
2701
San Tomas Expressway, Santa Clara, CA
|
95050
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (408)
486-2000
|
N/A
|
|
|
(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:
[
]
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))
SECTION
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On
November 29, 2006, NVIDIA Corporation (the “Company”) filed an amended
Form 10-K/A for the fiscal year ended January 29, 2006, a Form 10-Q/A for
the
fiscal quarter ended April 30, 2006 and a Form 10-Q for the fiscal quarter
ended
July 30, 2006 with the Securities and Exchange Commission in which it described
that it had identified a number of occasions on which the Company had used
an
incorrect measurement date for financial accounting and reporting purposes
for
stock option grants made in certain prior periods. As a result of this
determination, the Company launched a tender offer pursuant to a Schedule
TO
which was filed with the Securities and Exchange Commission on November 29,
2006. The tender offer is being made with respect to certain stock option
grants
held by existing employees for which the fair market value of the Company’s
common stock on the corrected measurement date for financial accounting and
reporting purposes exceeded the exercise price of the stock option grant,
but
only to the extent that such stock option grants may be subject to potential
tax
consequences under Section 409A of the Internal Revenue Code of 1986, as
amended, and the proposed regulations issued by the U.S. Internal Revenue
Service thereunder. Under the terms of the tender offer as approved by the
Board
of Directors, no executive officer or member of the Company’s Board of Directors
is eligible to participate. Mr. Huang, a member of the Company’s Board of
Directors and Chief Executive Officer, holds three stock option grants
potentially subject to tax under Section 409A. On November 27, 2006, the
Board
of Directors (with Mr. Huang abstaining) elected to amend Mr. Huang’s affected
three stock option grants to increase the grant price of such options to
equal
the fair market value of the Company’s common stock on the new measurement date
as determined for financial accounting and reporting purposes. The increased
prices are set forth in the table below. Mr. Huang consented to such amendments.
Original
Date of Grant
|
Original
Exercise Price (Split Adjusted)
|
Number
of Shares Subject to Amendment (Split Adjusted)
|
New
Exercise Price (Split Adjusted)
|
January 31, 2000 |
$4.632875 |
129,504 |
$4.672 |
January
31, 2000
|
$4.632875
|
3,070,496
|
$4.672 |
May
1, 2003
|
$7.135
|
27,912
|
$7.95 |
May
1, 2003
|
$7.135
|
372,088
|
$7.95 |
SIGNATURES
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.
|
NVIDIA
Corporation
|
Date:
December 1, 2006
|
By:
/s/ Marvin D. Burkett
|
|
Marvin
D. Burkett
|
|
Chief
Financial Officer
|