UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
 FORM
8-K/A
(Amendment No. 1)

CURRENT REPORT


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


Date of Report (Date of earliest event reported)  May 12, 2010



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))





Explanatory Note

     This Amendment Number 1 to Form 8-K is being filed to disclose a letter of intent relating to a Supply Agreement by and between NVE Corporation and Phonak AG.



Item 1.01 Entry into a Material Definitive Agreement



General information

     Phonak AG develops, manufactures, and sells hearing systems using our spintronic  sensors under the Supply Agreement.



Description of the Terms of the Agreement

     On May 12, 2010 we executed a letter of intent relating to the Supply Agreement.
The Letter of Intent sets immediate pricing and defines the terms for an amendment to the Supply Agreement
including an extension of the Supply Agreement term through March 31, 2015, an expansion of NVE products under
the scope of the Supply Agreement, minimum purchase requirements, and pricing provisions.


 
 
 
 
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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  May 12, 2010

NVE CORPORATION

(Registrant)

 

/s/ DANIEL A. BAKER
Daniel A. Baker
President and

Chief Executive Officer

 
 
 
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INDEX TO EXHIBITS






Exhibit #
Description

   10.1Supply Agreement by and between the company and Phonak AG (incorporated by reference to our Current Report on Form 8-K filed May 6, 2009).
 


  10.2+Letter of Intent relating to Supply Agreement by and between NVE Corporation and Phonak AG.
+Confidential portions of this exhibit were deleted and filed separately with the SEC under a request for confidential treatment pursuant to Rule 24b-2 or Rule 406.











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