NVIDIA Corporation FORM S-8


 

As filed with the Securities and Exchange Commission on April 9, 2004
Registration No. 333-
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)
                            
1998 Equity Incentive Plan
1998 Employee Stock Purchase Plan
(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
5 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
Stock Options and Common Stock,
par value $.001 per share
12,314,618 shares
$26.16 - $27.35
$329,477,604.59
$41,744.81

(1)
This Registration Statement shall cover any additional shares of common stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant outstanding common stock.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended (the “Act”). The offering price per share and 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 5, 2004, for (i) 8,796,156 shares reserved for future grant pursuant to the Registrant’s 1998 Equity Incentive Plan and (ii) 3,518,462 shares issuable pursuant to the Registrant’s 1998 Employee Stock Purchase Plan.

 
     
 
 
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-74905, 333-51520,
333-74868, 333-100010 and 333-106191

The contents of Registration Statements on Form S-8 Nos. 333-74905, 333-51520, 333-74868, 333-100010 and 333-106191 filed with the Securities and Exchange Commission on March 23, 1999, December 8, 2000, December 10, 2001, September 23, 2002 and June 17, 2003, respectively, are incorporated by reference herein.

EXHIBITS

Exhibit
Number
 
Description
4.1(1)
Amended and Restated Certificate of Incorporation.
   
4.2(2)
Certificate of Amendment of Amended and Restated Certificate of Incorporation.
   
4.3(3)
Bylaws, as amended.
   
4.4(4)
Specimen Stock Certificate.
   
5.1    
Opinion of Cooley Godward LLP.
   
23.1    
Consent of KPMG LLP.
   
23.2    
Consent of Cooley Godward LLP (included in Exhibit 5.1).
   
24.1    
Power of Attorney (included in the signature page).
   
99.1(5)
1998 Equity Incentive Plan, as amended.
   
99.2(6)
1998 Employee Stock Purchase Plan, as amended.
   
99.3(7)
Form of Employee Stock Purchase Plan Offering, as amended.

_________________________________________

(1)
Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8 filed on March 23, 1999 (No. 333-74905) and incorporated by reference herein.
(2)
Previously filed as Exhibit 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (No. 000-23985) and incorporated by reference herein.
(3)
Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985) and incorporated by reference herein.
(4)
Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1/A filed on April 24, 1998 (No. 333-47495), as amended, and incorporated by reference herein.
(5)
Previously filed as Exhibit 10.2 to our Annual Report on Form 10-K for the year ended January 26, 2003 filed on April 25, 2003 (No. 000-23985), and incorporated by reference herein.
(6)
Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520) and incorporated by reference herein.
(7)
Previously filed as Exhibit 99.5 to our Registration Statement on Form S-8 filed on September 23, 2002 (No. 333-100010) and incorporated by reference herein.

 
     
 
 
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 9, 2004.

 
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 by the following persons in the capacities and on the dates indicated.

Signature

 
Title

 
Date

 

 

 

 

 

/s/ Jen-Hsun Huang

 
President, Chief Executive Officer and Director

 
April 9, 2004
Jen-Hsun Huang

 

(Principal Executive Officer)

 

 

         
/s/ Marvin D. Burkett

 
Chief Financial Officer

 
April 9, 2004
Marvin D. Burkett

 

(Principal Financial and Accounting Officer)

 

 

         
 

 
Director

 
 
Tench Coxe
        
         
/s/ James C. Gaither

 
Director

 
April 9, 2004
James C. Gaither

 

 

 

 

     
/s/ Harvey C. Jones

 
Director

 
April 9, 2004
Harvey C. Jones
        
         
/s/ William J. Miller

 
Director

 
April 9, 2004
William J. Miller

 

 

 

 

         
/s/ A. Brooke Seawell

 
Director

 
April 9, 2004
A. Brooke Seawell

 

 

 

 

         
 

 
Director

 
 
 Mark A. Stevens
        

 
     
 

EXHIBIT INDEX
Exhibit
Number
Description
4.1(1)
Amended and Restated Certificate of Incorporation.
   
4.2(2)
Certificate of Amendment of Amended and Restated Certificate of Incorporation.
   
4.3(3)
Bylaws, as amended.
   
4.4(4)
Specimen Stock Certificate.
   
5.1    
Opinion of Cooley Godward LLP.
   
23.1    
Consent of KPMG LLP.
   
23.2    
Consent of Cooley Godward LLP (included in Exhibit 5.1).
   
24.1    
Power of Attorney (included in the signature page).
   
99.1(5)
1998 Equity Incentive Plan, as amended.
   
99.2(6)
1998 Employee Stock Purchase Plan, as amended.
   
99.3(7)
Form of Employee Stock Purchase Plan Offering, as amended.
_________________________________________

(1)
Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8 filed on March 23, 1999 (No. 333-74905) and incorporated by reference herein.
(2)
Previously filed as Exhibit 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (No. 000-23985) and incorporated by reference herein.
(3)
Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985) and incorporated by reference herein.
(4)
Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1/A filed on April 24, 1998 (No. 333-47495), as amended, and incorporated by reference herein.
(5)
Previously filed as Exhibit 10.2 to our Annual Report on Form 10-K, for the year ended January 26, 2003 filed on April 25, 2003 (No. 000-23985), and incorporated by reference herein.
(6)
Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520) and incorporated by reference herein.
(7)
Previously filed as Exhibit 99.5 to our Registration Statement on Form S-8 filed on September 23, 2002 (No. 333-100010) and incorporated by reference herein.