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<SEC-DOCUMENT>0001193125-03-021778.txt : 20030722
<SEC-HEADER>0001193125-03-021778.hdr.sgml : 20030722
<ACCEPTANCE-DATETIME>20030721210740
ACCESSION NUMBER:		0001193125-03-021778
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030722
GROUP MEMBERS:		GEORGE J. STILL, JR.
GROUP MEMBERS:		ITASCA PARTNERS, LLP
GROUP MEMBERS:		JOHN E. LINDAHL
GROUP MEMBERS:		JOHN P. WHALEY

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NVE CORP /NEW/
		CENTRAL INDEX KEY:			0000724910
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				411424202
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-59937
		FILM NUMBER:		03795255

	BUSINESS ADDRESS:	
		STREET 1:		11409 VALLEY VIEW ROAD
		CITY:			EDEN PRAIRIE
		STATE:			MN
		ZIP:			55344
		BUSINESS PHONE:		9528299217

	MAIL ADDRESS:	
		STREET 1:		11409 VALLEY VIEW ROAD
		CITY:			EDEN PRAIRIE
		STATE:			MN
		ZIP:			55344

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PREMIS CORP
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORWEST EQUITY PARTNERS IV LP /MN/
		CENTRAL INDEX KEY:			0000901837
		IRS NUMBER:				411647118
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		3600 IDS CENTER
		STREET 2:		80 SOUTH EIGHTH STREET
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402
		BUSINESS PHONE:		6122151667

	MAIL ADDRESS:	
		STREET 1:		3600 IDS CENTER 80 SOUTH EIGHTH STREET
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			554026
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>dsc13da.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13D
<TEXT>
<PAGE>

- --------------------------------------------------------------------------------
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          displays a currently valid OMB control number.
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                                  ----------------------------------------------
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 1)*

                                 NVE Corporation
                                 ---------------
                                (Name of Issuer)

                          common stock, $.01 par value
                          ----------------------------
                         (Title of Class of Securities)

                                   629445 10 7
                                   -----------
                                 (CUSIP Number)

                                Mary E. Schaffner
                              Wells Fargo & Company
                                  MAC N9305-173
                               Wells Fargo Center
                               Sixth and Marquette
                              Minneapolis, MN 55479
                                 (612) 667-2367
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 10, 2003
             (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                     Page 1

<PAGE>

- --------------------------------------------------------------------------------
SEC 1746  Potential persons who are to respond to the collection of information
(11-02)   contained in this form are not required to respond unless the form
          displays a currently valid OMB control number.
- --------------------------------------------------------------------------------


  CUSIP No. 629445 10 7                                       Page 1 of 11 Pages

- --------------------------------------------------------------------------------
1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s)
   (entities only)
         Norwest Equity Partners IV, LP

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   (a) |_|
   (b) |X|

- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
         SC

- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
   or 2(e)

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
         Minnesota

- --------------------------------------------------------------------------------
     Number of         7.  Sole Voting Power
                              161,493(2)
      Shares        ------------------------------------------------------------
                       8.  Shared Voting Power
   Beneficially               0
                    ------------------------------------------------------------
     Owned by          9.  Sole Dispositive Power
                              161,493(2)
       Each         ------------------------------------------------------------
                      10.  Shared Dispositive Power
    Reporting                 1,221,487(1)(2)
                    ------------------------------------------------------------
   Person With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
         1,382,980(1)(2)
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
    Instructions)

- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
         33.1%(3)

- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
         PN

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

                                     Page 1

<PAGE>

  CUSIP No. 629445 10 7                                       Page 2 of 11 Pages

- --------------------------------------------------------------------------------
1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s)
   (entities only)
         Itasca Partners, LLP

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   (a) |_|
   (b) |X|

- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
         SC

- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
   or 2(e)

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
         Minnesota

- --------------------------------------------------------------------------------
     Number of         7.  Sole Voting Power
                              161,493(2)
      Shares        ------------------------------------------------------------
                       8.  Shared Voting Power
   Beneficially               0
                    ------------------------------------------------------------
     Owned by          9.  Sole Dispositive Power
                              161,493(2)
       Each         ------------------------------------------------------------
                      10.  Shared Dispositive Power
    Reporting                 1,221,487(1)(2)
                    ------------------------------------------------------------
   Person With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
         1,382,980(1)(2)
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
    Instructions)

- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
         33.1%(3)

- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
         PN

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

                                     Page 2

<PAGE>

  CUSIP No. 629445 10 7                                       Page 3 of 11 Pages

- --------------------------------------------------------------------------------
1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s)
   (entities only)
         John E. Lindahl

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   (a) |_|
   (b) |X|

- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
         SC

- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
   or 2(e)

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
         United States

- --------------------------------------------------------------------------------
     Number of         7.  Sole Voting Power
                              270,000(2)(4)
      Shares        ------------------------------------------------------------
                       8.  Shared Voting Power
   Beneficially               0
                    ------------------------------------------------------------
     Owned by          9.  Sole Dispositive Power
                              270,000(2)(4)
       Each         ------------------------------------------------------------
                      10.  Shared Dispositive Power
    Reporting                 1,221,487(5)
                    ------------------------------------------------------------
   Person With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
         1,491,487(2)(4)(5)
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
    Instructions)

- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
         35.7%(3)

- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
         IN

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

                                     Page 3

<PAGE>

  CUSIP No. 629445 10 7                                       Page 4 of 11 Pages

- --------------------------------------------------------------------------------
1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s)
   (entities only)
         George J. Still, Jr.

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   (a) |_|
   (b) |X|

- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
         SC

- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
   or 2(e)

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
         United States

- --------------------------------------------------------------------------------
     Number of         7.  Sole Voting Power
                              270,000(2)(6)
      Shares        ------------------------------------------------------------
                       8.  Shared Voting Power
   Beneficially               0
                    ------------------------------------------------------------
     Owned by          9.  Sole Dispositive Power
                              270,000(2)(6)
       Each         ------------------------------------------------------------
                      10.  Shared Dispositive Power
    Reporting                 1,221,487(5)
                    ------------------------------------------------------------
   Person With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
         1,491,487(2)(5)(6)
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
    Instructions)

- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
         35.7%(3)

- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
         IN

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

                                     Page 4

<PAGE>

  CUSIP No. 629445 10 7                                       Page 5 of 11 Pages

- --------------------------------------------------------------------------------
1. Name of Reporting Persons I.R.S. Identification No(s). of above person(s)
   (entities only)
         John P. Whaley

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   (a) |_|
   (b) |X|

- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
         SC

- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
   or 2(e)

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
         United States

- --------------------------------------------------------------------------------
     Number of         7.  Sole Voting Power
                              1,491,607(1)(2)(7)(8)
      Shares        ------------------------------------------------------------
                       8.  Shared Voting Power
   Beneficially               0
                    ------------------------------------------------------------
     Owned by          9.  Sole Dispositive Power
                              270,120(1)(2)(7)(8)
       Each         ------------------------------------------------------------
                      10.  Shared Dispositive Power
    Reporting                 1,221,487(5)
                    ------------------------------------------------------------
   Person With:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
         1,491,607(1)(2)(5)(7)(8)
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
    Instructions)

- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
         35.7%(3)

- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
         IN

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

                                     Page 5

<PAGE>

/1/ Norwest Equity Partners IV, LP sold 1,221,487 shares of the common stock of
NVE Corporation to John P. Whaley on July 10, 2003, transferring the legal
ownership of the securities. Under the terms of the Stock Purchase Agreement, by
and between Norwest Equity Partners IV, LP and John P. Whaley, the purchase
price is subject to adjustment. Norwest Equity Partners IV, LP maintained
ownership of 161,493 shares of the common stock of NVE Corporation. (See "Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer" below for a description of the Stock Purchase
Agreement).

/2/ A 5-for-1 reverse split of the common stock of NVE Corporation occurred on
November 22, 2002.

/3/ Percentage based on 4,174,778 total outstanding shares of common stock of
NVE Corporation on May 16, 2003, as reported in their report on Form 10-K, filed
with the Securities and Exchange Commission on May 16, 2003.

/4/ Includes (i) 108,507 shares of common stock of NVE Corporation that John E.
Lindahl may be deemed to beneficially own by virtue of his position as a
managing partner of Itasca Partners V, LLP, a Minnesota limited liability
partnership and the general partner of Norwest Equity Partners V, LP, a
Minnesota limited partnership and the record holder of such shares and (ii)
161,493 shares of common stock of NVE Corporation that John E. Lindahl may be
deemed to beneficially own by virtue of his position as a managing partner of
Itasca Partners, LLP, a Minnesota limited liability partnership and the general
partner of Norwest Equity Partners IV, LP, a Minnesota limited partnership and
the record holder of such shares.

/5/ Norwest Equity Partners IV, LP sold 1,221,487 shares of the common stock of
NVE Corporation to John P. Whaley on July 10, 2003, transferring the legal
ownership of the securities but maintaining some dispositive power over the
shares. John E. Lindahl and George J. Still, Jr. are managing partners and John
P. Whaley is the managing administrative partner of Itasca Partners, LLP, a
Minnesota limited liability partnership and the general partner of Norwest
Equity Partners IV, LP, a Minnesota limited partnership

/6/ Includes (i) 108,507 shares of common stock of NVE Corporation that George
J. Still, Jr. may be deemed to beneficially own by virtue of his position as a
managing partner of Itasca Partners V, LLP, a Minnesota limited liability
partnership and the general partner of Norwest Equity Partners V, LP, a
Minnesota limited partnership and the record holder of such shares and (ii)
161,493 shares of common stock of NVE Corporation that George J. Still, Jr. may
be deemed to beneficially own by virtue of his position as a managing partner of
Itasca Partners, LLP, a Minnesota limited liability partnership and the general
partner of Norwest Equity Partners IV, LP, a Minnesota limited partnership and
the record holder of such shares.

/7/ Includes 120 shares of common stock of NVE Corporation for which John P.
Whaley is the record holder independent of his relationship with Norwest Equity
Partners IV, LP, Itasca Partners, LLP, Norwest Equity Partners V, LP or Itasca
Partners V, LLP.

/8/ Includes 108,507 shares of common stock of NVE Corporation that John P.
Whaley may be deemed to beneficially own by virtue of his position as the
managing administrative partner of Itasca Partners V, LLP, a Minnesota limited
liability partnership and the general partner of Norwest Equity Partners V, LP,
a Minnesota limited partnership and the record holder of such shares and 161,493
shares of common stock of NVE Corporation that John P. Whaley may be deemed to
beneficially own by virtue of his position as the managing administrative
partner of Itasca Partners, LLP, a Minnesota limited liability partnership, the
general partner of Norwest Equity Partners IV, LP, a Minnesota limited
partnership and the record holder of such shares.

                                     Page 6

<PAGE>

- --------------------------------------------------------------------------------
SEC 1746  Potential persons who are to respond to the collection of information
(11-02)   contained in this form are not required to respond unless the form
          displays a currently valid OMB control number.
- --------------------------------------------------------------------------------

                            STATEMENT FOR SCHEDULE 13

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, par value $.01 per share, of NVE
Corporation, whose executive offices are located at 11409 Valley View Road, Eden
Prairie, Minnesota 55344.

Item 2. Identity and Background.

(a)-(c) This statement is filed by the entities and persons listed below:

         Norwest Equity Partners IV, LP
         Itasca Partners, LLP
         John E. Lindahl
         George J. Still, Jr.
         John P. Whaley

Norwest Equity Partners IV, LP ("Norwest Equity Partners IV") is a Minnesota
limited partnership, of which Itasca Partners, LLP ("Itasca Partners"), a
Minnesota limited liability partnership, is the general partner. John E. Lindahl
and George J. Still, Jr. are the managing partners of Itasca Partners and John
P. Whaley is the managing administrative partner of Itasca Partners. The address
of Norwest Equity Partners IV is 3600 IDS Center, 80 South Eighth Street,
Minneapolis, Minnesota 55402.

(d) During the last five years, none of the persons listed above has been
convicted in any criminal proceedings (excluding traffic violations or similar
misdemeanors).

(e) During the last five years, none of the persons listed above has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.

(f) Each of the of the entities listed above was organized under the laws of the
state of Minnesota. Each of the natural persons listed above is a United States
citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of common stock of NVE Corporation that are the subject of this
statement were acquired as a result of the merger of Nonvolatile Electronics,
Incorporated (NVE), a Minnesota corporation ("NVE"), with and into PREMIS
Corporation, a Minnesota corporation ("Premis"), with Premis surviving under the
new name NVE Corporation. As of the effective date of the merger, November 21,
2000, each share of common stock of NVE outstanding immediately prior to the
Merger, was converted into 3.5 shares of common stock of NVE Corporation.

Item 4. Purpose of Transaction.

John P. Whaley purchased 1,221,487 shares of common stock of NVE Corporation
from Norwest Equity Partners IV, LP (see "Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to the Securities of the Issuer"
below). John P. Whaley is holding such shares for investment purposes only.

Item 5. Interest in Securities of the Issuer.

(a)(i) Norwest Equity Partners IV: As of November 21, 2000, Norwest Equity
Partners IV was the record holder of 7,034,899 shares of common stock of NVE
Corporation. A 5-for-1 reverse split of the common stock of NVE Corporation
occurred on November 22, 2002. On July 10, 2003, Norwest Equity Partners IV
transferred ownership of 1,221,487 shares of common stock of NVE Corporation to
John P. Whaley, the managing administrative partner of Itasca Partners, the
general partner of Norwest Equity Partners IV. As of July 10, 2003 Norwest
Equity Partners IV maintained ownership of 161,493

                                     Page 1

<PAGE>

shares of the common stock of NVE Corporation. Due to the operation of a price
adjustment mechanism contained in the Stock Purchase Agreement described in
"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer" below, Norwest Equity Partners IV retained the
economic risk for the ownership of the 1,221,487 shares transferred to John P.
Whaley and may be deemed to be the indirect beneficial owner of those shares. As
of July 10, 2003, Norwest Equity Partners IV (i) owned 161,493 shares of the
common stock of NVE Corporation and (ii) may be deemed to have beneficially
owned 1,221,487 further shares of the common stock of NVE Corporation by virtue
of the terms of the Stock Purchase Agreement described in "Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer" below. Combined, these amounts represent 33.1% of the total shares of
common stock of NVE Corporation.

(ii) Itasca Partners: As of November 21, 2000, Itasca Partners may be deemed to
have beneficially owned 7,034,899 shares of common stock of NVE Corporation by
virtue of its position as the general partner of Norwest Equity Partners IV. A
5-for-1 reverse split of the common stock of NVE Corporation occurred on
November 22, 2002. On July 10, 2003, Norwest Equity Partners IV transferred
ownership of 1,221,487 shares of common stock of NVE Corporation to John P.
Whaley, the managing administrative partner of Itasca Partners, the general
partner of Norwest Equity Partners IV. As of July 10, 2003 Norwest Equity
Partners IV maintained ownership of 161,493 shares of the common stock of NVE
Corporation. As of July 10, 2003, Itasca Partners may be deemed to have
beneficially owned 1,382,980 shares of the common stock of NVE Corporation by
virtue of its position as the general partner of Norwest Equity Partners IV, the
record holder of 161,493 shares of the common stock of NVE Corporation. This
amount represents 33.1% of the total shares of common stock of NVE Corporation.

(iii) John E. Lindahl: As of November 21, 2000, John E. Lindahl may be deemed to
have beneficially owned 7,577,434 shares of common stock of NVE Corporation,
which includes (i) 7,034,899 shares of common stock that he may be deemed to
have beneficially owned by virtue of his position as a managing partner of
Itasca Partners, the general partner of Norwest Equity Partners IV and (ii)
542,535 shares of common stock that he may be deemed to have beneficially owned
by virtue of his position as a managing partner of Itasca Partners V, LLP, a
Minnesota limited liability partnership ("Itasca Partners V"), the general
partner of Norwest Equity Partners V, LP, a Minnesota limited partnership
("Norwest Equity Partners V"), the record holder of such shares. A 5-for-1
reverse split of the common stock of NVE Corporation occurred on November 22,
2002.

On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487
shares of common stock of NVE Corporation to John P. Whaley, the managing
administrative partner of Itasca Partners, the general partner of Norwest Equity
Partners IV. As of July 10, 2003 Norwest Equity Partners IV maintained ownership
of 161,493 shares of the common stock of NVE Corporation. As of July 10, 2003,
John E. Lindahl may be deemed to have beneficially owned 1,491,487 shares of
common stock of NVE Corporation, which includes (i) 1,221,487 shares of common
stock that he may be deemed to beneficially own by virtue of his position as a
managing partner of Itasca Partners, (ii) 161,493 shares of common stock that he
may be deemed to beneficially own by virtue of his position as managing partner
of Itasca Partners, the general partner of Norwest Equity Partners, IV, the
record holder of such shares, and (iii) 108,507 shares of common stock that he
may be deemed to beneficially own by virtue of his position as a managing
partner of Itasca Partners V, the general partner of Norwest Equity Partners V,
the record holder of such shares. Combined, these amounts represent 35.7% of the
total shares of common stock of NVE Corporation.

(iv) George J. Still: As of November 21, 2000, George J. Still may be deemed to
have beneficially owned 7,577,434 shares of common stock of NVE Corporation,
which includes (i) 7,034,899 shares of common stock that he may be deemed to
have beneficially owned by virtue of his position as a managing partner of
Itasca Partners, the general partner of Norwest Equity Partners IV and (ii)
542,535 shares of common stock that he may be deemed to have beneficially owned
by virtue of his position as a managing partner of Itasca Partners V, the
general partner of Norwest Equity Partners V, the record holder of such shares.
A 5-for-1 reverse split of the common stock of NVE Corporation occurred on
November 22, 2002.

On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487
shares of common stock of NVE Corporation to John P. Whaley, the managing
administrative partner of Itasca Partners, the general partner of Norwest Equity
Partners IV. As of July 10, 2003 Norwest Equity Partners IV maintained ownership
of 161,493 shares of the common stock of NVE Corporation. As of July 10, 2003,
George J. Still may be deemed to have beneficially owned 1,491,487 shares of
common stock of NVE Corporation, which includes (i) 1,221,487 shares of common
stock that he may be deemed to beneficially own by virtue of his position as a
managing partner of Itasca Partners, (ii) 161,493 shares of common stock that he
may be deemed to beneficially own by virtue of his position as managing partner
of Itasca Partners, the general partner of Norwest Equity Partners, IV, the
record holder of such shares, and (iii) 108,507 shares of common stock that he
may be deemed to beneficially own by virtue of his position as a managing
partner of Itasca Partners V, the general partner of

                                     Page 2

<PAGE>

Norwest Equity Partners V, the record holder of such shares. Combined, these
amounts represent 35.7% of the total shares of common stock of NVE Corporation.

(v) John P. Whaley: As of November 21, 2000, John P. Whaley may be deemed to
have beneficially owned 7,577,434 shares of common stock of NVE Corporation,
which includes (i) 7,034,899 shares of common stock that he may be deemed to
have beneficially owned by virtue of his position as the managing administrative
partner of Itasca Partners, the general partner of Norwest Equity Partners IV
and (ii) 542,535 shares of common stock that he may be deemed to have
beneficially owned by virtue of his position as the managing administrative
partner of Itasca Partners V, the general partner of Norwest Equity Partners V,
LP, the record holder of such shares. A 5-for-1 reverse split of the common
stock of NVE Corporation occurred on November 22, 2002.

On July 10, 2003, Norwest Equity Partners IV transferred ownership of 1,221,487
shares of common stock of NVE Corporation to John P. Whaley, making him the
record holder of the securities. As of July 10, 2003 Norwest Equity Partners IV
maintained ownership of 161,493 shares of the common stock of NVE Corporation,
of which John P. Whaley may be deemed to have beneficially owned by virtue of
his position as the managing administrative partner of Itasca Partners, the
general partner of Norwest Equity Partners IV. As of July 10, 2003, John P.
Whaley may also be deemed to beneficially own (i) 108,507 shares of common stock
of NVE Corporation by virtue of his position as the managing administrative
partner of Itasca Partners V, the general partner of Norwest Equity Partners V,
the record holder of such shares and (ii) 120 shares of common stock of NVE
Corporation for which John P. Whaley is the record holder, independent of his
relationship with Norwest Equity Partners IV, Itasca Partners, Norwest Equity
Partners V, or Itasca Partners V. Combined, these amounts represent 35.7% of the
total shares of common stock of NVE Corporation.

(b) The parties named in this Form 13D have the sole voting and dispositive and
shared voting and dispositive power of the shares of the common stock of NVE
Corporation as indicated on the cover sheets hereto.

(c) Not applicable.

(d) With the exception of the persons who are the holders of record of the
shares of common stock of NVE Corporation listed above, no other person is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of common stock beneficially
owned by the reporting persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

On July 10, 2003 John P. Whaley purchased 1,221,487 shares of the common stock
of NVE Corporation from Norwest Equity Partners IV pursuant to a Stock Purchase
Agreement (the "Agreement") using a Non-Recourse Promissory Note (the "Note").
Pursuant to the terms of the Agreement, the principal amount of the Note is
initially $25,040,483, representing a per share price of $20.50 (the "Per Share
Price"). On each date that Mr. Whaley makes a sale of any of the shares, the
principal amount of the Note shall be adjusted such that Per Share Price shall
be adjusted as follows: a) if the sale price of the shares is greater than the
Per Share Price, then the Per Share Price shall be adjusted upward by an amount
equal to the number of shares sold multiplied by the difference between the
price at which they were sold and the Per Share Price, and b) if the sale price
of the shares is lower than the Per Share Price, then the Per Share Price shall
be adjusted downward by an amount equal to the number of shares sold multiplied
by the difference between the price at which they were sold and the Per Share
Price. Upon any such adjustment the principal amount of the note shall also
adjust accordingly.

Pursuant to the terms of the Note, if Mr. Whaley fails to pay any of the
principal amount when due, Norwest Equity Partners IV shall have the right to
accelerate the Note, in which event the entire principal balance shall become
immediately due and payable, and immediately collectible by Norwest Equity
Partners IV. The principal amount of the Note is secured by a pledge of the
1,221,487 shares of the common stock of NVE Corporation.

Item 7. Material to be Filed as Exhibits.

7.1  Stock Purchase Agreement by and between Norwest Equity Partners IV and John
     P. Whaley, dated as of July 10, 2003.

7.2  Non-Recourse Promissory Note entered into in favor of Norwest Equity
     Partners IV by John P. Whaley, dated as of July 10, 2003.

                                     Page 3

<PAGE>

                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.

Dated:  July 21, 2003

                          Norwest Equity Partners IV, LP
                          By: Itasca Partners, LLP, as general partner



                          By:  /s/ John P. Whaley
                              John P. Whaley, as Managing Administrative Partner


                                     Page 4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7.1
<SEQUENCE>3
<FILENAME>dex71.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 7.1
                                                                     -----------

                            STOCK PURCHASE AGREEMENT
                            ------------------------

         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 10th
day of July, 2003, by and between NORWEST EQUITY PARTNERS IV, L.P. ("NEP IV")
(the "Seller") and JOHN P. WHALEY (the "Purchaser").

                                    RECITALS
                                    --------

         WHEREAS, the Seller desires to sell, and Purchaser desires to acquire
from Seller a total of one million two hundred twenty one thousand four hundred
eighty seven (1,221,487) shares of the common stock of NVE Corporation (the
"Shares") with offices at 11409 Valley View Road, Eden Prairie, MN 55344, on the
terms and conditions hereinafter set forth.

                                   WITNESSETH:
                                   -----------

         NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth and in reliance on the representation contained herein, the parties
hereby agree as follows:

         Section 1. Purchase and Sale of Stock.

         1.1      Method of Transfer. Seller hereby agrees to sell, transfer,
                  assign and deliver to the Purchaser and Purchaser agrees to
                  acquire 1,221,487 Shares, free and clear of all liens, charges
                  and encumbrances.

         1.2      Purchase Price & Method of Payment. The Purchase Price for the
                  Shares shall be $20.50 per share (the "Per Share Price"), for
                  an aggregate purchase price to be paid to NEP IV of
                  $25,040,483 (the "Purchase Price"), plus appropriate
                  adjustment pursuant to 1.3 of this section, where such
                  Purchase Price is payable with a Non Recourse Promissory Note
                  to the Seller in the form attached as Exhibit A hereto (the
                  "Note").

         1.3      Purchase Price Adjustment. On each date that Purchaser makes a
                  sale of any of the Shares, the Purchase Price shall be
                  adjusted as follows:

                  (a)      If the sale price of the shares is greater than Per
                           Share Price, then the Purchase Price shall be
                           adjusted upward by an amount equal to the number of
                           shares sold multiplied by the difference between the
                           price at which they were sold and the Per Share
                           Price; or

                  (b)      If the sale price of the shares is lower than Per
                           Share Price, than the Purchase Price shall be
                           adjusted downward by an amount equal to the number of
                           shares sold multiplied by the difference between the
                           price at which they were sold and the Per Share
                           Price.

                                       1.

<PAGE>

                  (c)      Upon any adjustment to the Purchase Price, the
                           principal amount of the note will be appropriately
                           adjusted.

         1.4      Settlement & Closing: The closing hereunder, including payment
                  for and delivery of the Shares shall occur at the office of
                  the Seller, or at such other time and place as the parties may
                  mutually agree. At closing, Seller shall deliver or cause to
                  be delivered to Purchaser stock certificates endorsed in blank
                  or accompanied by duly endorsed stock powers, the aggregate of
                  such certificates representing the stock of the company and
                  all other instruments.

         Section 2. Representations.

                  (a) In connection with the purchase of the Shares, Purchaser
         agrees (i) to assume and be bound by any and all restrictions and
         obligations with respect to the Shares, whatever those may be and (ii)
         that at any time and from time to time Purchaser will promptly execute
         and deliver such further instruments and documents and take such
         further action as may be reasonably required in order to carry out the
         full intent and purpose of this Agreement

                  (b) In connection with the sale of the Shares, Seller
         represents to the Purchaser that it has full power and authority to
         sell, assign and transfer the Shares to the Purchaser, free and clear
         of all liens, claims, and encumbrances and that the Shares are not
         subject to any adverse claim.

         Section 3. Miscellaneous.

                  (a) Notices. All notices required or permitted hereunder shall
         be in writing and shall be deemed effectively given: (a) upon personal
         delivery to the party to be notified, (b) when sent by confirmed telex
         or facsimile if sent during normal business hours of the recipient, and
         if not during normal business hours of the recipient, then on the next
         business day, (c) five (5) calendar days after having been sent by
         registered or certified mail, return receipt requested, postage
         prepaid, or (d) one (1) business day after deposit with a nationally
         recognized overnight courier, specifying next day delivery, with
         written verification of receipt. All communications shall be sent to
         the other party hereto at such party's address hereinafter set forth on
         the signature page hereof, or at such other address as such party may
         designate by ten (10) days advance written notice to the other party
         hereto.

                  (b) Governing Law; Venue. This Agreement shall be governed by
         and construed in accordance with the laws of the State of Minnesota.
         The parties agree that any action brought by either party to interpret
         or enforce any provision of this Agreement shall be brought in, and
         each party agrees to, and does hereby, submit to the jurisdiction and
         venue of, the appropriate state or federal court for the district
         encompassing the Sellers' principal place of business.

                  (c) Entire Agreement; Amendment. This Agreement constitutes
         the entire agreement between the parties with respect to the subject
         matter hereof and supersedes and merges all prior agreements or
         understandings, whether written or oral. This Agreement may not be
         amended, modified or revoked, in whole or in part, except by an
         agreement in writing signed by each of the parties hereto.

                  (d) Severability. If one or more provisions of this Agreement
         are held to be unenforceable under applicable law, the parties agree to
         renegotiate such provision in good faith. In the event that the parties
         cannot reach a mutually agreeable and enforceable replacement for such
         provision, then (i) such provision shall be excluded from this
         Agreement, (ii) the balance of the Agreement shall be

                                       2.

<PAGE>

         interpreted as if such provision were so excluded and (iii) the balance
         of the Agreement shall be enforceable in accordance with its terms.

                  (e) Counterparts. This Agreement may be executed in two or
         more counterparts, each of which shall be deemed an original and all of
         which together shall constitute one instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                                  NORWEST EQUITY PARTNERS IV, L.P.
                                  BY:  ITASCA PARTNERS, LLP

                                  By:
                                     -------------------------------------------
                                          John E. Lindahl

                                  Title:  Managing Partner
                                          --------------------------------------

                                  Address:  3600 IDS Center, 80 South 8th Street
                                          --------------------------------------
                                             Minneapolis, MN  55402

                                  PURCHASER:


                                  ----------------------------------------------
                                  JOHN P. WHALEY

                                  Address:  1978 Summit Avenue
                                           -------------------------------------
                                            St. Paul, MN 55105

                                       3.

<PAGE>

                                    EXHIBIT A


                             FORM OF PROMISSORY NOTE




                                       4.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7.2
<SEQUENCE>4
<FILENAME>dex72.txt
<DESCRIPTION>NON-RECOURSE PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                     EXHIBIT 7.2
                                                                     -----------

                                  NON-RECOURSE
                                 PROMISSORY NOTE

$25,040,483                                                      Minneapolis, MN
                                                                   July 10, 2003

         FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to
pay to the order of NORWEST EQUITY PARTNERS IV, L.P., a Minnesota limited
partnership (the "Company"), at 3600 IDS Center, 80 South 8th Street,
Minneapolis, MN 55402 or at such other place as the holder hereof may designate
in writing, in lawful money of the United States of America and in immediately
available funds, the principal sum of $25,040,483 (the "Principal Amount") (as
adjusted pursuant to the terms of this Note), as follows:

         A portion of the Principal Amount hereunder shall be due and payable
within one (1) day of each settlement date related to each trade date on which
the undersigned sells any of the Shares (as defined in that certain Stock
Purchase Agreement, by and between the Company and the undersigned, dated as of
even date herewith (the "Agreement")) (each a "Repayment Date"). That portion of
the Principal Amount due on each Repayment Date shall be determined by
multiplying the number of Shares sold on the Repayment Date by the price at
which those Shares were sold.

         The Principal Amount shall be automatically adjusted on each Repayment
Date, as follows:

         a) if the sale price of the Shares is greater than Per Share Price (as
defined in the Agreement), then the portion of the Principal Amount represented
by those Shares sold on the Repayment Date shall be adjusted upward by an amount
equal to the number of shares sold multiplied by the difference between the
price at which they were sold and the Per Share Price; and

         b) if the sale price of the Shares is lower than Per Share Price, then
the portion of the Principal Amount represented by those Shares sold on the
Repayment Date shall be adjusted downward by an amount equal to the number of
shares sold multiplied by the difference between the price at which they were
sold and the Per Share Price.

         If the undersigned fails to pay any of the principal when due, the
Company, at its sole option, shall have the right to accelerate this Note, in
which event the entire principal balance shall become immediately due and
payable, and immediately collectible by the Company pursuant to applicable law.
This Note may not be prepaid.

         This is a non-recourse note. The full amount of this Note is secured
solely by a pledge of the Shares, and is subject to all of the terms and
provisions of the Agreement and the Stock Pledge Agreement of even date herewith
between the undersigned and the Company (the "Stock Pledge Agreement"). The
Company shall have recourse only to the Pledged Collateral (as defined in the
Stock Pledge Agreement), and not to any other assets or properties, tangible or
intangible, of the undersigned, and the undersigned shall have no personal
liability for amounts due under this Note.

                                       1.

<PAGE>

         The undersigned hereby represents and agrees that the amounts due under
this Note are not consumer debt, and are not incurred primarily for personal,
family or household purposes, but are for business and commercial purposes only.

         The undersigned hereby waives presentment, protest and notice of
protest, demand for payment, notice of dishonor and all other notices or demands
in connection with the delivery, acceptance, performance, default or endorsement
of this Note.

         The holder hereof shall be entitled to recover, and the undersigned
agrees to pay when incurred, all costs and expenses of collection of this Note,
including without limitation, reasonable attorneys' fees.

         This Note shall be governed by, and construed, enforced and interpreted
in accordance with, the laws of the State of Minnesota, excluding conflict of
laws principles that would cause the application of laws of any other
jurisdiction.

                                                --------------------------------
                                                John P. Whaley

                                       2.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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