UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C.  20549
 FORM
  8-K
CURRENT
  REPORT

  Pursuant to
  Section 13 OR 15(d) of The Securities Exchange Act of 1934


  Date of Report (Date of earliest event reported)  December 18, 2007

  


  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))



 Item 5.03 Amendments
  to Articles of Incorporation or By-laws; Change in Fiscal Year.

  

       On August 8, 2006, the Securities and Exchange
  Commission approved an amendment to Nasdaq Marketplace Rule 4350(l), which requires
  securities listed on the NASDAQ Stock Market, such as our common stock, to be
  eligible for a Direct Registration System, or DRS. A DRS permits an investor’s
  ownership of listed companies’ equity securities to be recorded and maintained
  on the books of the issuers or their transfer agents without the physical issuance
  of a stock certificate. The new rule does not require companies to participate
  in a DRS, but it requires all NASDAQ-listed equity securities to be eligible
  to participate by January 1, 2008. 
     In
  order to ensure that our common stock is DRS eligible, effective December 18,
  2007 our Board approved amendments to Article VII of our Bylaws to allow for
  issuance of shares in either certificated or book entry form. Our registered
  office and registered agent were also amended.
      Our
  Bylaws as amended are filed as Exhibit 3.



 
 
2
 
 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  December 19, 2007
    
    
      
NVE
        CORPORATION
    
  
  
    
      
 
    
    
      
          (Registrant)
    
  
  
    
     
  
  
    
    
      /s/
        CURT A. REYNDERS 
    
  
  
    
            Curt
      A. Reynders
  
  
    
       Chief
      Financial Officer
  

 
 
 
3
 
INDEX
  TO EXHIBITS
Item 9.01 Financial
  Statements and Exhibits

  
    
      
Exhibit
        #
    
    
    
      
Description
    
  
  
    
      
 
    
    
      
 
    
    
  
  
    
      
3
    
    
    
      
Bylaws
        of the company as amended by the Board of Directors effective December 18, 2007.
    
  




 
 
 


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