Prospectus Supplement No. 1
Filed Pursuant to
Rule 424(b)(3) and (c)
File No. 333-109377
NVE CORPORATION
1,221,487 SHARES
COMMON STOCK
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This prospectus supplement should be read in conjunction with the prospectus
dated October 9, 2003, of NVE Corporation relating to the offering and sale of
up to 1,221,487 shares of our common stock by selling shareholders of NVE
Corporation (or by donees, pledgees, transferees and other successors in
interest that receive such shares as a gift, pledge, partnership distribution
or other non-sale transfer). This prospectus supplement should be read in
conjunction with the prospectus, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information provided
by this prospectus supplement supersedes the information contained in the
prospectus.
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS TO READ ABOUT FACTORS
YOU SHOULD CONSIDER BEFORE BUYING OUR COMMON STOCK.
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The shares offered or sold under this prospectus have not been approved by the
Securities and Exchange Commission or any state securities commission nor have
any of these organizations determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
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The date of this prospectus supplement is October 13, 2003
The table and related notes appearing in the prospectus under the heading
"Selling Shareholders" is superseded by the following table and related notes:
The following table sets forth the number of shares beneficially owned by the
selling shareholders as of October 13, 2003. The information provided in the
table below with respect to the selling shareholders has been obtained from
such selling shareholders. The selling shareholders have not had a material
relationship with us within the past three years other than as described below
or as a result of the ownership of the shares or other securities of NVE
Corporation. No estimate can be given as to the amount of shares that will be
held by the selling shareholders after completion of this offering because the
selling shareholders may offer all or only some of the shares and because there
currently are no agreements, arrangements or understandings with respect to the
sale of the shares. The shares offered by this prospectus may be offered from
time to time by the selling shareholders named below.
Number of Shares
Which May Be Sold
Shares Beneficially Pursuant to this
Owned(1) Prospectus(2)
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Selling Shareholder Number Percent Number
--------------------------------- --------- --------- -----------------
Wells Fargo & Company(3) 1,064,790 24.73% 1,064,790
Daniel J. Haggerty Rev. Trust 44,136 1.03% 44,136
Stephen R. Sefton 24,976 * 24,976
Ernest C. Parizeau 23,927 * 23,927
Mary L. Zicarelli Survivors Trust 15,029 * 15,029
George J. Still, Jr. 13,568 * 13,568
All others as a group(4) 35,061 * 35,061
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Total 1,221,487 1,221,487
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* Less than 1%.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and also any
shares the individual has the right to acquire within 60 days of the date of
this prospectus through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person has sole voting and
investment power (or shares such powers with his or her spouse) with respect to
the shares shown as beneficially owned. The percentage is based on 4,305,430
shares of NVE Corporation common stock outstanding on September 24, 2003.
(2) This Prospectus also covers any additional shares of common stock that
become issuable in connection with the shares registered for sale hereby by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that results in an
increase in the number of outstanding shares of common stock.
(3) Wells Fargo & Company has indicated that it may donate some portion of the
shares to the Wells Fargo Foundation (the "Foundation"). Should Wells Fargo &
Company make a donation to the Foundation at a later time, the Foundation shall
become a selling shareholder under this prospectus.
(4) Includes shares held by each of John P. Whaley, Kevin G. Hall, Leonard
Brandt and Promod Haque.
We may from time to time supplement or amend the prospectus to reflect the
required information concerning a transferee, pledgee, donee or successor to
the selling shareholders named in the prospectus.