FORM S-8 03/16/06
As filed with the Securities and Exchange Commission on March 16, 2006  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 plan)
 
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 each class 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
3,248,484 shares
$47.85
$155,439,959
$16,632
 
(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 March 13, 2006.
                            
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), April 9, 2004 (File No. 333-114375) and April 8, 2005 (File No. 333-123933), 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.
23.2
Consent of KPMG LLP.
23.3
Consent of Cooley Godward LLP(included in Exhibit 5.1).
24.1
Power of Attorney (included in the signature page).
   
   




UNDERTAKINGS
 
1.  
The undersigned registrant hereby undertakes:
 
(a)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
 
(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
 
(b)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
      (d) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
 
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
2.  
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
3.  
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 


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 March 16, 2006.
 
                                                                    
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
 
 
 
 
President, Chief Executive Officer
 
/s/ JEN-HSUN HUANG
and Director (Principal Executive
 
Jen-Hsun Huang
Officer)
March 16, 2006
 
 
 
/s/ MARVIN D. BURKETT
Chief Financial Officer (Principal
 
Marvin D. Burkett
Financial and Accounting Officer)
March 16, 2006
 
 
 
/s/ TENCH COXE
 
 
Tench Coxe
Director
March 16, 2006
 
 
 
/s/ STEVEN CHU
 
 
Steven Chu
Director
March 13, 2006
 
 
 
/s/ JAMES C. GAITHER
 
 
James C. Gaither
Director
March 16, 2006
 
 
 
/s/ HARVEY C. JONES
 
 
Harvey C. Jones
Director
March 13, 2006
 
    
/s/ MARK L. PERRY
 
 
Mark L. Perry
Director
March 16, 2006
 
 
 
/s/ WILLIAM J. MILLER
 
 
William J. Miller
Director
March 16, 2006
 
 
 
/s/ A. BROOKE SEAWELL
 
 
A. Brooke Seawell
Director
March 16, 2006
 
 
 
 
 
 
Mark A. Stevens
Director
  
 
 
 
 
 

EXHIBIT INDEX
 
Exhibit
Number
 
    Description
5.1
Opinion of Cooley Godward LLP.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of KPMG LLP.
23.3
Consent of Cooley Godward LLP(included in Exhibit 5.1).
24.1
Power of Attorney (included in the signature page).