UNITED
STATES
 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A
(Amendment
No. 4)
 CURRENT REPORT
 Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  February 1,
2011
 


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 4 to Form 8-K is being filed
to disclose a fourth amendment to our Supplier Partnering Agreement dated January 3,
2006, as amended by Amendment Number 1 to the Agreement dated September 6,
2007, Amendment Number 2 dated December 15, 2009, and Amendment Number 3
dated September 13, 2010, 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 Supplier Partnering Agreement as amended.
 
 Description of the
Terms and Conditions of the Amendment
      Effective
February 1, 2011 we executed Amendment Number 4 to the Supplier Partnering Agreement,
which extends the term of the Agreement as amended through January 1, 2016
and provides for an escrow services agreement. Amendment Number 4 is filed
herein as Exhibit 10.6 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 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 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 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 16, 2010).
      10.6Amendment
Number 4 effective February 1, 2011 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  February 7, 2011
NVE
CORPORATION
 (Registrant)
 
  /s/ DANIEL A. BAKER

Daniel A. Baker
 President and Chief Executive Officer
 
 
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