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): August 10,
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
2 - Financial Information
Item
2.02 Results of Operations and Financial Condition.
On
August
10, 2006, NVIDIA Corporation (“NVIDIA” or the “Company”) issued a press release
announcing its revenue for the three months ended July 30, 2006. The press
release is furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”), or subject to the
liabilities of that section. The press release is attached as Exhibit 99.1
and
is incorporated herein by reference. The information in Items 2.02 and
9.01 of
this Current Report shall not be incorporated by reference in any filing
under
the Securities Act of 1933 or the Exchange Act, except as shall be expressly
set
forth by specific reference in such filing.
SECTION
8 - Other Events
Item
8.01 Other Events.
NVIDIA
also announced that the Audit Committee of the Board of Directors is conducting
a voluntary review of the Company’s stock option practices covering the time
from the Company’s initial public offering in 1999 through the current fiscal
year. The Audit Committee is conducting this review with the assistance
of
outside legal counsel. The Company has voluntarily contacted the Securities
and
Exchange Commission staff to inform them about the ongoing review.
Although
the review is ongoing, the Audit Committee has reached a preliminary conclusion
that incorrect measurement dates were used for financial accounting purposes
for
stock option grants in certain prior periods. As a result, NVIDIA may record
additional non-cash stock-based compensation expense related to stock option
grants. Any additional non-cash stock-based compensation expense recorded
will
not affect the Company’s cash position or reported revenue for the recently
completed quarter or any previous periods.
NVIDIA
does not expect to be in a position to announce additional financial results
for
the second quarter until the Audit Committee has completed its review.
At this
time, the Company does not expect to be in a position to file its Form
10-Q for
the second fiscal quarter by the September 8, 2006 filing deadline or the
permitted extension to September 13, 2006.
SECTION
9 - Financial Statements and Exhibits
Item 9.01
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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99.1
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Press
Release, dated August 10, 2006, entitled “NVIDIA Reports Record Revenue
for the Second Quarter of Fiscal Year 2007.”
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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.
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NVIDIA
Corporation
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By:
/s/ Marvin D. Burkett
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Marvin
D. Burkett
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Date:
August 10, 2006
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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99.1
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Press
Release, dated August 10, 2006, entitled “NVIDIA Reports Record Revenue
for the Second Quarter of Fiscal Year 2007.”
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