UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C.  20549
 FORM
 8-K/A
(Amendment No. 3)

CURRENT REPORT

Pursuant to
Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  September 13, 2010



NVE Corporation

(Exact name of registrant as specified in its charter)


 



Minnesota
000-12196

41-1424202


(State or other jurisdiction of incorporation)
(Commission File Number) 
(IRS Employer Identification No.)







 
11409 Valley View Road, Eden Prairie, Minnesota
55344


 
(Address of principal executive offices)
(Zip Code)


 Registrant’s telephone
number, including area code (952) 829-9217


                                                                                                                                

 (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 (see General
 Instruction A.2. below):
[  ] 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))

 

Explanatory Note

     This Amendment Number 3 to Form 8-K is being filed
to disclose a third amendment to our Supplier Partnering Agreement dated January 3, 2006, as amended by Amendment Number 1 to the Agreement dated September 6, 2007 and Amendment Number 2 dated December 15, 2009, by and between Pacesetter, Inc.,
a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management
Division (“St. Jude”), and us. 




Item 1.01 Entry into a Material Definitive Agreement



General information

     We supply spintronic sensors to St. Jude intended
for use in medical devices under the Agreement as amended.



Description of the Terms and Conditions of the Amendment

     On September 13, 2010 we executed Amendment
Number 3 to the Agreement, which extends the term of the
Agreement as amended through December 31, 2011 and modifies the unit price.
Amendment Number 3 is filed herein as Exhibit 10.5 to this Current Report on Form 8-K/A.
 
 
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Item 9.01 Financial Statements and Exhibits







Exhibit #
Description




  10.1Indemnification
Agreement by and between Pacesetter, Inc., a St. Jude Medical Company,
d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company
(incorporated by reference to our Current Report on Form 8-K filed September 27, 2005).

 



  10.2+Supplier Partnering Agreement by and between Pacesetter, Inc., a St. Jude Medical
Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and
the company (incorporated by reference to our Current Report on Form 8-K
filed January 4, 2006).

 



  10.3+Amendment Number 1 dated September 6, 2007 to Supplier Partnering Agreement between Pacesetter, Inc.,
a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management
Division, and the company (incorporated by reference to our Current Report on Form 8-K/A
filed September 10, 2007).

 


  10.4+Amendment Number 2 dated December 15, 2009 to Supplier Partnering Agreement between Pacesetter, Inc.,
a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management
Division, and the company (incorporated by reference to our Current Report on Form 8-K/A
filed December 18, 2009).
 


  10.5+Amendment Number 3 dated September 13, 2010 to Supplier Partnering Agreement between Pacesetter, Inc.,
a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management
Division, and the company (filed with this Current Report on Form 8-K/A).


+Confidential portions of this exhibit have been deleted and filed separately with the SEC under a
request for confidential treatment pursuant to Rule 24b-2 or Rule 406.
 
 
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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.




Date  September 16, 2010

NVE CORPORATION

(Registrant)



 /s/ DANIEL A. BAKER

Daniel A. Baker

President and Chief Executive Officer
 
 
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