As filed with the Securities and Exchange Commission on April 7,
2005 Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NVIDIA Corporation
(Exact name of Registrant as specified in its charter)
|
Delaware |
|
94-3177549 |
|
(State of Incorporation) |
|
(I.R.S. Employer Identification No.) |
2701 San Tomas Expressway, Santa Clara, CA
95050
(Address of principal executive offices and zip code)
NVIDIA Corporation
1998 Employee Stock Purchase Plan, as
amended
(Full title of the plans)
Marvin D. Burkett
Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050
Tel: 408-486-2000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Eric C. Jensen, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
CALCULATION OF REGISTRATION FEE
|
Title of Securities
to be Registered |
Amount to be Registered(1) |
Proposed Maximum
Offering Price per Share (2) |
Proposed Maximum
Aggregate Offering Price (2) |
Amount of Registration Fee |
|
Common Stock, par value $.001 per share: to be issued under
NVIDIA Corporation 1998 Employee Stock Purchase Plan, as amended |
3,551,702 shares |
$23.17 |
$82,292,935.34 |
$9,685.88 |
(1) Calculated pursuant to General Instruction E to Form S-8.
Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Act”), this
Registration Statement also covers shares issued pursuant to antidilution
provisions set forth in the NVIDIA Corporation 1998 Employee Stock Purchase
Plan, as amended.
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) and (h)(1) under the Act. The
proposed maximum offering price per share and proposed maximum aggregate
offering price are based upon the average of the high and low prices of
Registrant’s common stock as reported on the Nasdaq National Market on April 4,
2005.
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Act.
EXPLANATORY NOTE
This Registration Statement is being filed for the purposes of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant’s Form S-8 Registration Statements filed with the
Securities and Exchange Commission (the “Commission”) on March 23, 1999 (File
No. 333-74905), December 8, 2000 (File No. 333-51520), December 10, 2001 (File
No. 333-74868), September 23, 2002 (File No. 333-100010), June 17, 2003 (File
333-106191) and April 9, 2004 (File No. 333-114375), each of which relates to
the Registrant’s 1998 Employee Stock Purchase Plan, as amended, are incorporated
herein by reference and made a part hereof.
EXHIBITS
|
Exhibit
Number
|
Description
|
|
5.1
|
Opinion of Cooley Godward LLP.
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP.
|
|
23.2
|
Consent of Independent Registered Public Accounting Firm, KPMG
LLP.
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23.3
|
Consent of Cooley Godward LLP (included in Exhibit
5.1).
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24.1
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Power of Attorney (included in the signature page).
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, State of California, on April 7, 2005.
NVIDIA
Corporation
By /s/ JEN-HSUN
HUANG_______
Jen-Hsun Huang
President and Chief
Executive Officer
POWER OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Jen-Hsun Huang and
Marvin D. Burkett, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated below.
|
Signature |
Title |
Date |
| |
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| |
President, Chief Executive Officer |
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|
/s/ JEN-HSUN HUANG |
and Director (Principal Executive |
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|
Jen-Hsun Huang |
Officer) |
April 7, 2005 |
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| |
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/s/ MARVIN D. BURKETT |
Chief Financial Officer (Principal |
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|
Marvin D. Burkett |
Financial and Accounting Officer) |
April 7, 2005 |
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Tench Coxe |
Director |
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Steven Chu |
Director |
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/s/ JAMES C. GAITHER |
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James C. Gaither |
Director |
April 7, 2005 |
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/s/ HARVEY C. JONES |
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Harvey C. Jones |
Director |
April 7, 2005 |
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/s/ WILLIAM J. MILLER |
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William J. Miller |
Director |
April 7, 2005 |
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/s/ A. BROOKE SEAWELL |
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A. Brooke Seawell |
Director |
April 7, 2005 |
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/s/ MARK A. STEVENS |
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Mark A. Stevens |
Director |
April 7, 2005 |
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EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
5.1
|
Opinion of Cooley Godward LLP.
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP.
|
|
23.2
|
Consent of Independent Registered Public Accounting Firm, KPMG
LLP.
|
|
23.3
|
Consent of Cooley Godward LLP (included in Exhibit 5.1).
|
|
24.1
|
Power of Attorney (included in the signature page).
|