SEC Info - Nvidia Corp - ‘S-3MEF’ on 9/26/00

SEC Info℠

Home

Help

Please Sign In

Nvidia Corp – ‘S-3MEF’ on 9/26/00

On: Tuesday, 9/26/00, at 4:59pm ET · Effective: 9/26/00 · Accession #: 1012870-0-4959 · File #s: 333-33560, 333-46650

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/26/00  Nvidia Corp                       S-3MEF      9/26/00    2:9K                                     Donnelley R R & S… 13/FA

Registration of Additional Securities — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities                  4     17K 
 2: EX-23.1     Consent of Kpmg LLP.                                   1      5K

S-3MEF — Registration of Additional Securities

S-3MEF 1st Page of 4 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on September 26, 2000. 
                                               Registration No. 333-
=============================================================================== 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

--------------- 

FORM S-3  
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.)

3535 Monroe Street  
Santa Clara, CA 95051 
(408) 615-2500  
(Address, including zip code, and telephone number, including area code of  
Registrant's principal executive offices) 

--------------- 

Jen-Hsun Huang  
Chief Executive Officer 
NVIDIA Corporation  
3535 Monroe Street  
Santa Clara, CA 95051 
(408) 615-2500  
(Name, address, including zip code, and telephone number including area code, 
of agent for service) 

Copies to:  
James C. Gaither  
Eric C. Jensen  
Karyn S. Tucker 
Alyssa R. Harvey  
Cooley Godward LLP  
One Maritime Plaza, 20th Floor  
San Francisco, CA 94111 
(415) 693-2000  

Approximate date of commencement of proposed sale to the public: As soon as 
practicable after the effective date of this Registration Statement.            
If the only securities being registered on this form are being offered      
pursuant to dividend or interest reinvestment plans, please check the           
following box. [_]                                                              
If any of the securities being registered on this Form are to be offered on 
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or         
interest reinvestment plans, check the following box. [_]                       
If this form is filed to register additional securities for an offering     
pursuant to Rule 462(b) under the Securities Act, please check the following    
box and list the Securities Act registration statement number of the earlier    
effective registration statement for the same offering. [X] 333-33560           
If this form is a post-effective amendment filed pursuant to Rule 462(c)    
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      
If delivery of the prospectus is expected to be made pursuant to Rule 434,  
please check the following box. [_]                                             

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

=====================================================================================================
                                                                Proposed Maximum                     
                      Title of Class of                        Aggregate Offering      Amount of     
                 Securities to be Registered                        Price(1)      Registration Fee(2)
-----------------------------------------------------------------------------------------------------
                                                                                                     
Common Stock, par value $.001 per share(3)...................                                        
-----------------------------------------------------------------------------------------------------
Debt Securities(4)...........................................         (5)                 (5)        
-----------------------------------------------------------------------------------------------------
   Total.....................................................    $80,000,000(6)         $21,120      
=====================================================================================================

(1) The proposed maximum aggregate offering price per class of security will    
be determined from time to time by the registrant in connection with the
issuance by the registrant of the securities registered hereunder.      
(2) Calculated pursuant to Rule 457(o) under the Securities Act.                
(3) Subject to note 6 below, there is being registered an indeterminate number  
of shares of common stock of the registrant as may be sold from time to 
time.                                                                   
(4) Subject to note 6 below, there is being registered hereunder an             
  indeterminate principal amount of debt activities of the registrant as may
  be sold, from time to time, by us. If any debt securities are issued at an
 original issue discount, then the offering price shall be in such greater
principal amount at maturity as shall result in aggregate gross proceeds
to the registrant not to exceed $480 million less the gross proceeds    
attributable to any securities previously issued pursuant to this       
registration statement.                                                 
(5) Not required to be included in accordance with General Instructions II.D.   
of Form S-3 under the Securities Act.                                   
(6) In no event will the aggregate offering price of all securities issued      
from time to time pursuant to this registration statement exceed $480   
 million. The securities registered hereunder may be sold separately or as
units with other securities registered hereunder.                       

--------------- 

This Registration Statement shall hereafter become effective in accordance  
with Section 8(a) of the Securities Act on such date as the Commission, acting  
pursuant to said Section 8(a), may determine.                                   

=============================================================================== 

S-3MEF 2nd Page of 4 TOC 1st Previous Next ↓Bottom Just 2nd
EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) and      
General Instruction IV of Form S-3. Incorporated by reference herein is, in its 
entirety, the Registration Statement on Form S-3 (File No. 333-33560) of NVIDIA 
Corporation, as amended, which was declared effective by the Securities and     
Exchange Commission on April 24, 2000.                                          

S-3MEF 3rd Page of 4 TOC 1st Previous Next ↓Bottom Just 3rd
SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements for filing on Form S-3 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  
September 26, 2000.                                                             

                      NVIDIA Corporation

                                        /s/ Jen-Hsun Huang
                                         By: _________________________________
                                          Jen-Hsun Huang
                                           Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the    
capacities and on the dates indicated.                                          

                                                                [Download Table]

             Signature                           Title                  Date       
             ---------                           -----                  ----       
                                                                                   
  /s/ Jen-Hsun Huang                 President, Chief Executive  September 26, 2000
____________________________________ Officer and Director                          
   Jen-Hsun Huang                    (Principal Executive                          
                                     Officer)                                      

   Christine B. Hoberg*              Chief Financial Officer     September 26, 2000
____________________________________ (Principal Financial and                      
   Christine B. Hoberg               Accounting Officer)                           

   Tench Coxe*                       Director                    September 26, 2000
____________________________________                                               
   Tench Coxe                                                                      

   Harvey C. Jones, Jr.*             Director                    September 26, 2000
____________________________________                                               
   Harvey C. Jones, Jr.                                                            

   Mark A. Stevens*                  Director                    September 26, 2000
____________________________________                                               
   Mark A. Stevens                                                                 

   A. Brooke Seawell*                Director                    September 26, 2000
____________________________________                                               
   A. Brooke Seawell                                                               

   James C. Gaither*                 Director                    September 26, 2000
____________________________________                                               
   James C. Gaither                                                                

   William J. Miller*                Director                    September 26, 2000
____________________________________                                               
   William J. Miller                                                               

     /s/ Jen-Hsun Huang                                                            
*By: _______________________________                                               
     Jen-Hsun Huang                                                                
     Attorney-in-fact                                                              

II-1  

S-3MEF Last Page of 4 TOC 1st Previous Next ↓Bottom Just 4th
EXHIBIT INDEX 

                                                                [Download Table]

Exhibit                     
Number  Description         
------- -----------         
                            
 23.1   Consent of KPMG LLP.

S-3MEF	1st Page of 4	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

S-3MEF	2nd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 2nd

S-3MEF	3rd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 3rd

S-3MEF	Last Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 4th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3MEF’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	9/26/00	1	3	None on these Dates
	4/24/00	2
				List all Filings

↑Top

Filing Submission 0001012870-00-004959 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Nvidia Corp – ‘S-3MEF’ on 9/26/00

On: Tuesday, 9/26/00, at 4:59pm ET · Effective: 9/26/00 · Accession #: 1012870-0-4959 · File #s: 333-33560, 333-46650

Registration of Additional Securities — Form S-3Filing Table of Contents

S-3MEF — Registration of Additional Securities

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Additional Securities — Form S-3
Filing Table of Contents