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): March
2, 2006
NVIDIA
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-23985
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94-3177549
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2701
San Tomas Expressway, Santa Clara, CA
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95050
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408)
486-2000
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
1 - Registrant’s Business and Operations
Item
1.01 Entry Into a Material Definitive Agreement.
On
March
2, 2006, the Board of Directors of NVIDIA Corporation approved a new form
of
indemnification agreement to replace existing indemnification agreements.
The
new form is designed to provide members of our Board of Directors, executive
officers and other selected officers of NVIDIA, collectively the Covered
Parties, the maximum protection available under applicable law in connection
with their services to NVIDIA and our affiliates. In connection with any
change
of control of NVIDIA, the Covered Parties will be entitled to a determination
by
independent legal counsel of the extent indemnification is permitted under
the
new form. In addition, unless otherwise approved by our Board of Directors
prior
to a change of control of NVIDIA, we are required to maintain directors and
officers’ insurance with respect to the Covered Parties. We intend to enter into
the new form with current and future Covered Parties. The foregoing summary
of
changes contained in the new form is qualified in its entirety by the
indemnification agreement itself, which is attached hereto as Exhibit 10.1
and
is incorporated herein by reference.
SECTION
5 - Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
March
2, 2006, the Board of Directors of NVIDIA Corporation approved our Amended
and
Restated Bylaws, or the Restated Bylaws, pursuant to which:
· |
references
to Section 2115 of the California General Corporation Law were
removed, as
Section 2115 is no longer applicable to
NVIDIA;
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· |
provisions
relating to our ability to grant loans to our officers were removed,
as
such loans are no longer permitted under applicable
law;
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· |
provisions
applicable to NVIDIA prior to our becoming a public company were
removed;
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· |
references
in the “Officers” section of the Restated Bylaws were revised to conform
to our current organizational
structure;
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· |
limitations
on director and executive officer indemnification were removed
in order to
conform the Restated Bylaws to the new form of indemnification
agreement
(as discussed in Item 1.01 above);
and
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· |
the
date for timely receipt of stockholder proposals was changed to
no later
than 120 days prior to the anniversary of the mailing date of the
prior
year’s proxy materials in order to match the deadline set by federal
proxy
statement rules.
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The
foregoing summary of the Restated Bylaws is qualified in its entirety by
the
Restated Bylaws themselves, which are attached hereto as Exhibit 3.3 and
are
incorporated herein by reference.
SECTION
8 - Other Events
Item
8.01 Other Events.
On
March
6,
2006, we issued a press release announcing that our Board of Directors
had approved a two-for-one stock split of the Company’s outstanding shares of
common stock to be effected in the form of a 100% stock dividend. We also
announced that our Board of Directors has approved an increase in our
existing share repurchase program. The press release is attached as Exhibit
99.1
and is incorporated herein by reference.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
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Description
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3.3
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Bylaws
of NVIDIA Corporation, Amended and Restated as of March 2,
2006.
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10.1
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Form
of Indemnity Agreement between NVIDIA Corporation and each of
its
directors, executive officers and other selected
officers.
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99.1
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Press
Release, dated March 6, 2006, entitled “NVIDIA Announces Two-for-One Stock
Split and $400,000,000 Increase in Stock Repurchase
Program.”
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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.
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NVIDIA
Corporation
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By:
/s/ David M. Shannon
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David
M. Shannon
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Date:
March 7, 2006
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Senior
Vice President, General Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit
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Description
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3.3
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Bylaws
of NVIDIA Corporation, Amended and Restated as of March 2, 2006.
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10.1
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Form
of Indemnity Agreement between NVIDIA Corporation and each
of its
directors, executive officers and other selected
officers.
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99.1
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Press
Release, dated March 6, 2006, entitled “NVIDIA Announces Two-for-One Stock
Split and $400,000,000 Increase in Stock Repurchase
Program.”
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