Nvidia Corp – IPO: ‘S-1MEF’ on 1/22/99

As of:  Friday, 1/22/99   ·   Effective:  1/22/99   ·   Accession #:  1012870-99-186   ·   File #s:  333-47495, 333-70973

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Initial Public Offering (IPO):  Registration of Additional Securities   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Registration Pursant to Rule 462(B)                    4     20K 
 2: EX-5.1      Opinion of Cooley Godward LLP                          1      8K 
 3: EX-23.1     Consent of Independent Auditors                        1      6K 
 4: EX-23.3     Consent of Law Offices of Michael A. Glenn             1      5K 
 5: EX-24.1     Power of Attorney                                      2±    11K 

S-1MEF   —   Registration Pursant to Rule 462(B)

S-1MEF
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As filed with the Securities and Exchange Commission on January 22, 1999  
                                                   Registration No. 333-
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
--------------- 
FORM S-1  
REGISTRATION STATEMENT  
Under 
The Securities Act of 1933  
--------------- 
NVIDIA CORPORATION  
(Exact name of registrant as specified in its charter)  

--------------- 
Delaware                    3674                    94-3177549
(State or other          (Primary Standard           (I.R.S. Employer 
  jurisdiction of      Industrial Classification    Identification Number)
incorporation or            Code Number)                              
organization)                                                       

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                       Larry W. Sonsini   
Eric C. Jensen                      James N. Strawbridge
Karyn R. Smith                         Jon C. Gonzales  
    Cooley Godward LLP              Wilson Sonsini Goodrich & Rosati
One Maritime Plaza                  Professional Corporation
 20th Floor                         650 Page Mill Road
San Francisco, CA 94111                  Palo Alto, CA 94304    
(415) 693-2000                         (650) 493-9300   
--------------- 
Approximate date of commencement of proposed sale to the public: As soon as 
practicable after the Registration Statement becomes effective.                 
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,    
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, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [X] Registration File No. 333-    
47495                                                                           
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   
number for the same offering. [_]                                               
If this Form is a post-effective amendment filed pursuant to Rule 462(d)    
under the Securities Act, check the following box and list the Securities Act   
registration 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,  
check the following box. [_]                                                    
CALCULATION OF REGISTRATION FEE 
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

                                                                [Download Table]

                                                        Proposed               
                                           Proposed      Maximum               
 Title of each Class of      Amount        Maximum      Aggregate   Amount of  
    Securities to be          to be     Offering Price  Offering   Registration
       Registered         Registered(1)  Per Share(2)   Price(2)      Fee(3)   
-------------------------------------------------------------------------------
                                                                               
Common Stock, $.001 par                                                        
 value..................    4,025,000       $12.00     $48,300,000    $1,120   

------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
(1) Includes 525,000 shares of Common Stock which the Underwriters have the     
option to purchase to cover over-allotments, if any.                    
(2) Estimated solely for the purpose of calculating the amount of the           
registration fee in accordance with Rule 457(a) under the Securities Act
of 1933.                                                                
(3) Does not include $12,310 which was previously paid in connection with       
Securities Act Registration Statement No. 333-47495.                    
--------------- 
The Registrant hereby amends this Registration Statement on such date or    
dates as may be necessary to delay its effective date until the Registrant      
shall file a further amendment that specifically states that this Registration  
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933, as amended, or until the Registration Statement     
shall become effective on such date as the Commission, acting pursuant to said  
Section 8(a), may determine.                                                    
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

S-1MEF
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EXPLANATORY NOTE  

In accordance with General Instruction V to Form S-1 and Rule 462(b)        
promulgated under the Securities Act of 1933, as amended, incorporated by       
reference herein in its entirety is the Registration Statement on Form S-1      
(File No. 333-47495) of NVIDIA Corporation which was declared effective by the  
Securities and Exchange Commission on January 21, 1999.                         

CERTIFICATION 

The Company hereby certifies to the Commission that (i) it has instructed   
its bank to pay the Commission the filing fee set forth on the cover page of    
this Registration Statement by a wire transfer of such amount to the            
Commission's account at Mellon Bank as soon as practicable (but no later than   
the close of business on January 22, 1999), (ii) it will not revoke such        
instructions, (iii) it has sufficient funds in the relevant account to cover    
the amount of such filing fee, and (iv) it will confirm receipt of such         
instructions by its bank during the bank's regular business hours on January    
22, 1999.                                                                       

1 

S-1MEF
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Exhibits.                                                                       

The following exhibits are filed herewith:                                  

                                                                [Download Table]

Exhibit                                              
Number  Document Description                         
------- --------------------                         
                                                     
  5.1   Opinion of Cooley Godward LLP.               
 23.1   Consent of KPMG LLP, Independent Auditors.   
 23.2   Consent of Counsel (included in Exhibit 5.1).
 23.3   Consent of Law Offices of Michael A. Glenn.  
 24.1   Power of Attorney.                           

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S-1MEF
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SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, the Registrant  
has 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 the 21st day of January 1999.                                    

                      NVIDIA Corporation

                                          /s/ Jen-Hsun Huang
                                         By: _________________________________
                                          Jen-Hsun Huang
                                          President, Chief Executive Officer
                                          and Director

Pursuant to the requirements of the Securities Act of 1933, 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  January 21, 1999
____________________________________  Officer and Director                       
          Jen-Hsun Huang              (Principal Executive                       
                                      Officer)                                   

     /s/ Christine B. Hoberg         Chief Financial Officer     January 21, 1999
____________________________________  (Principal Accounting and                  
        Christine B. Hoberg           Financial Officer)                         

            Tench Coxe*              Director                    January 21, 1999
____________________________________                                             
             Tench Coxe                                                          

       /s/ James C. Gaither          Director                    January 21, 1999
____________________________________                                             
          James C. Gaither                                                       

       Harvey C. Jones, Jr.*         Director                    January 21, 1999
____________________________________                                             
        Harvey C. Jones, Jr.                                                     

        William J. Miller*           Director                    January 21, 1999
____________________________________                                             
         William J. Miller                                                       

        A. Brooke Seawell*           Director                    January 21, 1999
____________________________________                                             
         A. Brooke Seawell                                                       

         Mark A. Stevens*            Director                    January 21, 1999
____________________________________                                             
          Mark A. Stevens                                                        

        /s/ Jen-Hsun Huang                                                       
*By: _______________________________                                             
           Jen-Hsun Huang                                                        
        As Attorney-In-Fact                                                      

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/22/99		1		2			424B4
		1/21/99		2		4
									List all Filings