UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NVE Corporation
(Name of Issuer)
common stock, $.01 par value
(Title of Class Securities)
629445206
(CUSIP Number)
Mary E. Schaffner
Wells Fargo & Company
MAC N9305-173
Wells Fargo Center
Sixth and Marquette
Minneapolis, MN 55479
(612) 667-2367
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 629445206 Page 2 of 10 pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners IV, LP
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON (8) SHARED DISPOSITIVE POWER
WITH 1,221,487
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,487
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.3%
12) TYPE OF REPORTING PERSON
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 629445206 Page 3 of 10 pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners, L.L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON (8) SHARED DISPOSITIVE POWER
WITH 1,221,487
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,487
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.3%
12) TYPE OF REPORTING PERSON
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 629445206 Page 4 of 10 pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Lindahl
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (5) SOLE VOTING POWER
SHARES 109
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 109
PERSON (8) SHARED DISPOSITIVE POWER
WITH 1,221,487
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,596
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.3%
12) TYPE OF REPORTING PERSON
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 629445206 Page 5 of 10 pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (5) SOLE VOTING POWER
SHARES
SHARES 109
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 109
PERSON (8) SHARED DISPOSITIVE POWER
WITH 1,221,487
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,596
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.3%
12) TYPE OF REPORTING PERSON
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 629445206 Page 6 of 10 pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Whaley
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (5) SOLE VOTING POWER
SHARES 1,221,716
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 229
PERSON (8) SHARED DISPOSITIVE POWER
WITH 1,221,487
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,716
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.3%
12) TYPE OF REPORTING PERSON
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 629445206 Page 7 of 10 pages
STATEMENT FOR SCHEDULE 13
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.01 per
share, of NVE Corporation, whose executive offices are located at 11409
Valley View Road, Eden Prairie, Minnesota 55344.
Item 2. Identity and Background.
(a)-(c) This statement is filed by the entities and persons listed
below:
Norwest Equity Partners IV, LP
Itasca Partners, L.L.P.
John E. Lindahl
George J. Still, Jr.
John P. Whaley
Norwest Equity Partners IV, LP ("NEP IV") is a Minnesota limited
partnership, of which Itasca Partners, L.L.P., a Minnesota limited
liability partnership ("Itasca Partners"), is the general partner.
John E. Lindahl and George J. Still, Jr. are the managing partners of
Itasca Partners and John P. Whaley is the managing administrative
partner of Itasca Partners. The address of NEP IV is 3600 IDS Center,
80 South Eighth Street, Minneapolis, Minnesota 55402.
(d) During the last five years, none of the persons listed above has
been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the persons listed above has
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he or it was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect
to such laws.
(f) Each of the entities listed above was organized under the laws of
the state of Minnesota. Each of the natural persons listed above is a
United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of common stock of NVE Corporation that are the subject of
this statement were acquired as a result of the merger of Nonvolatile
Electronics, Incorporated (NVE), a Minnesota corporation, with and into
PREMIS Corporation, a Minnesota corporation ("Premis"), with Premis
surviving under the new name NVE Corporation. As of the effective date
of the merger, November 21, 2000, each share of common stock of NVE
SCHEDULE 13D
CUSIP NO. 629445206 Page 8 of 10 pages
Corporation outstanding immediately prior to the Merger, was converted
into 3.5 shares of common stock of NVE Corporation.
Item 4. Purpose of Transaction.
This Schedule 13D is filed solely to reflect a change in the beneficial
ownership by the reporting persons named herein as a result of
(1) open-market sales of shares of the common stock of NVE Corporation by
NEP IV and (2) a pro rata partnership distribution without consideration of
112,493 shares by NEP IV to its limited partner and holder of an
interest in the general partnership interest of Itasca in NEP IV and
(3) the receipt by certain reporting persons named in this Schedule 13D
of shares in a pro rata partnership distribution without consideration
made by Norwest Equity Partners V, LP to its limited partners.
Item 5. Interest in Securities of the Issuer.
(a)(i) NEP IV: As of July 28, 2003, NEP IV sold 44,000 shares in
open-market transactions. On July 29, 2003, NEP IV sold an additional
5,000 shares in open market transactions and distributed, as a pro rata
partnership distribution without consideration, 112,493 shares of the
common stock of NVE Corporation to its sole limited partner and holder
of certain general partnership interests in NEP IV. Subsequent to the
distribution, NEP IV may be deemed to have beneficially owned 1,221,487
shares of Issuer's common stock. John P. Whaley is the record holder
of such shares. This amount represents 29.3% of the total shares of
common stock of NVE Corporation outstanding as of that date.
(ii) Itasca Partners: As of July 29, 2003, Itasca Partners may be
deemed to have beneficially owned 1,221,487 shares of common stock of
NVE Corporation by virtue of its position as the general partner of NEP
IV. John P. Whaley is the record holder of such shares. This amount
represents 29.3% of the total shares of common stock of NVE Corporation
outstanding as of that date.
(iii) John E. Lindahl: As of July 29, 2003, John E. Lindahl may be
deemed to have beneficially owned 1,221,596 shares of common stock of
NVE Corporation. This amount includes 1,221,487 shares of common stock
that he may be deemed to beneficially own by virtue of his position as
a managing partner of Itasca Partners, the general partner of NEP IV,
which shares are held of record by John P. Whaley. Mr. Lindahl
disclaims beneficial ownership of such securities, except to the extent
of his indirect pecuniary interest therein. This amount also includes
109 shares of common stock owned by him directly. On July 29, 2003,
Norwest Equity Partners V, LP, a Minnesota limited partnership ("NEP
V"), whose general partner is Itasca Partners V, L.L.P. ("Itasca V")
distributed, as a pro rata partnership distribution without
consideration, an aggregate of 108,507 shares of Issuer's common stock
to its limited partners. Mr. Lindahl received 109 shares in the
distribution. This amount represents 29.3% of the total shares of
common stock of NVE Corporation outstanding as of that date.
SCHEDULE 13D
CUSIP NO. 629445206 Page 9 of 10 pages
(iv) George J. Still, Jr.: As of July 29, 2003, George J. Still, Jr.
may be deemed to have beneficially owned 1,221,596 shares of common
stock of NVE Corporation. This amount includes 1,221,487 shares of
common stock that he may be deemed to beneficially own by virtue of his
position as a managing partner of Itasca Partners, the general partner
of NEP IV, which shares are held of record by John P. Whaley. Mr.
Still disclaims beneficial ownership of such securities, except to the
extent of his indirect pecuniary interest therein. This amount also
includes 109 shares of common stock owned by him directly. On July 29,
2003, NEP V, whose general partner is Itasca V distributed, as a pro
rata partnership distribution without consideration, an aggregate of
108,507 shares of Issuer's common stock to its limited partners. Mr.
Still received 109 shares in the distribution. This amount represents
29.3% of the total shares of common stock of NVE Corporation outstanding as
of that date.
(v) John P. Whaley: As of July 29, 2003, John P. Whaley may be deemed
to have beneficially owned 1,221,716 shares of common stock of NVE
Corporation. This amount includes 1,221,487 shares of common stock of
which Mr. Whaley is the holder of record and 229 shares of common stock
owned by him directly. 109 of the 229 shares owned directly by Mr.
Whaley were acquired in the July 29, 2003 distribution by NEP V, whose
general partner is Itasca V, of an aggregate of 108,507 shares of
Issuer's common stock. The shares were distributed, as a pro rata
partnership distribution without consideration, to NEP IV's limited
partners. Mr. Whaley received 109 shares in the distribution. This
amount represents 29.3% of the total shares of common stock of NVE
Corporation outstanding as of that date.
(b) The parties named in this Schedule 13D have the sole voting and
dispositive and shared voting and dispositive power of the shares of
common stock of NVE Corporation as indicated on the cover sheets
attached hereto.
(c) Not applicable.
(d) With the exception of the persons who are the holders of record of
the shares of common stock of NVE Corporation listed above, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
of common stock beneficially owned by the reporting persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On July 10, 2003 John P. Whaley purchased 1,221,487 shares of the
common stock of NVE Corporation from Norwest Equity Partners IV
pursuant to a Stock Purchase Agreement (the "Agreement") using a Non-
Recourse Promissory Note (the "Note"). Pursuant to the terms of the
SCHEDULE 13D
CUSIP NO. 629445206 Page 10 of 10 pages
Agreement, the principal amount of the Note is initially $25,040,483,
representing a per share price of $20.50 (the "Per Share Price"). On
each date that Mr. Whaley makes a sale of any of the shares, the
principal amount of the Note shall be adjusted such that Per Share
Price shall be adjusted as follows: a) if the sale price of the shares
is greater than the Per Share Price, then the Per Share Price shall be
adjusted upward by an amount equal to the number of shares sold
multiplied by the difference between the price at which they were sold
and the Per Share Price, and b) if the sale price of the shares is
lower than the Per Share Price, then the Per Share Price shall be
adjusted downward by an amount equal to the number of shares sold
multiplied by the difference between the price at which they were sold
and the Per Share Price. Upon any such adjustment the principal amount
of the note shall also adjust accordingly.
Pursuant to the terms of the Note, if Mr. Whaley fails to pay any of
the principal amount when due, Norwest Equity Partners IV shall have
the right to accelerate the Note, in which event the entire principal
balance shall become immediately due and payable, and immediately
collectible by Norwest Equity Partners IV. The principal amount of the
Note is secured by a pledge of the 1,221,487 shares of the common stock
of NVE Corporation.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief of
the undersigned, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Dated: August 7, 2003
Norwest Equity Partners IV, LP
By: Itasca Partners, L.L.P., as
general partner
By /s/ John P. Whaley
John P. Whaley, as Managing
Administrative Partner