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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000724910-05-000009.txt : 20050330
<SEC-HEADER>0000724910-05-000009.hdr.sgml : 20050330
<ACCEPTANCE-DATETIME>20050330165705
ACCESSION NUMBER:		0000724910-05-000009
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050328
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050330
DATE AS OF CHANGE:		20050330

FILER:

	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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12196
		FILM NUMBER:		05714921

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>accel8-k.txt
<TEXT>
                                  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)    March 28, 2005
                                                    --------------

                                 NVE Corporation
                                 ---------------
             (Exact name of registrant as specified in its charter)

         Minnesota                     000-12196                 41-1424202
- -------------------------------------------------------------------------------
(State or other jurisdiction          (Commission             (IRS Employer
      of incorporation)               File Number)          Identification No.)


11409 Valley View Road, Eden Prairie, Minnesota                        55344
- -------------------------------------------------------------------------------
    (Address of principal executive offices)                         (Zip Code)

Issuer'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 (1 7 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

On March 28, 2005 the Compensation Committee of our Board of Directors approved
an immediate and full acceleration of vesting of all stock options outstanding
under the NVE Corporation 2000 Stock Option Plan as Amended July 19, 2001 with
an exercise price greater than $20 per share (the "Acceleration").

The closing per share price of the company's common stock on the Nasdaq
SmallCap Market on March 28, 2005 was $16.93. For book reporting purposes, no
compensation expense will be recognized related to the Acceleration as the
affected options had exercise prices higher than the fair value of the
underlying common stock on the effective date of the Acceleration.

The Company will amend all relevant option agreements to reflect the
Acceleration.

The Acceleration was approved in anticipation of the impact of Financial
Accounting Standards Board SFAS No. 123(R), which requires the expensing of
unvested options. Public entities that do not file as small business issuers
will be required to apply SFAS No. 123(R) as of the first interim reporting
period that begins after June 15, 2005. We do not expect to be eligible to file
as a small business issuer in the fiscal year ending March 31, 2006.
Accordingly, we expect to adopt SFAS No. 123(R) commencing with the quarter
that begins July 1, 2005.

As a result of the Acceleration, out-of-the-money options to purchase 42,125
shares of the company's common stock became immediately exercisable as of March
28, 2005. The following table summarizes such shares by range of exercise
price:

              Range of Exercise Price      Accelerated Shares
              -----------------------      ------------------
                 $20.00 - $34.99                 35,000
                 $35.00 - $49.99                  5,250
                 $50.00 - $59.99                  1,875
                                                 ------
                 Total Shares                    42,125

Of the total shares accelerated, executive officers and directors of the
company hold options to purchase 39,500 shares of common stock as follows:

Officer or Director        Per Share Exercise Price       Accelerated Shares
- ---------------------      ------------------------       ------------------
Daniel A. Baker                    $29.65                       35,000
Patricia M. Hollister              $37.38                        4,500
                                                                ------
Total shares held by executive officers and directors           39,500

Copies of the amendments to the stock option agreements of Mr. Baker and Ms.
Hollister are filed as Exhibits 10.1 and 10.2 to this Current Report.


                                       -2-

<PAGE>

Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:

The following exhibits are filed as a part of this Current Report:

Exhibit                              Description
- -------                              -----------
 10.1         Amendment No. 1 dated March 28, 2005 to Stock Option Agreement
              dated May 7, 2004 between the Company and Daniel A. Baker

 10.2         Amendment No. 1 dated March 28, 2005 to Stock Option Agreement
              dated August 17, 2004 between the Company and Patricia M.
              Hollister


                                       -3-

<PAGE>

                                    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.

                                            NVE CORPORATION
                                             (Registrant)

Date  March 30, 2005                      /s/ Daniel A. Baker
                                          -------------------
                                          By: Daniel A. Baker
                                          President and Chief Executive Officer



                                       -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>a1-dab.txt
<DESCRIPTION>EX 10.1 - AMENDMENT TO STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND DANIEL A. BAKER
<TEXT>
                               Amendment No. 1 to
                        Incentive Stock Option Agreement

     This Amendment No. 1 to the Incentive Stock Option Agreement dated May 7,
2004 is by and between NVE Corporation (the "Company") and Daniel A. Baker (the
"Employee"), effective as of March 28, 2005 (the "Amendment").

                                    Recitals

A. The Company and the Employee entered into a Stock Option Agreement dated May
7, 2004 (the "Option Agreement") pursuant to which the Employee was granted an
incentive stock option under the Company's 2000 Stock Option Plan (the "Plan")
to purchase up to 35,000 shares of the Company's common stock at an exercise
price of $29.65 per share.

B. The Compensation Committee of the Company approved an immediate and full
acceleration of vesting of all stock options outstanding under the Plan with an
exercise price greater than $20 per share.

C. The Company and the Employee desire to amend the Option Agreement to reflect
the immediate and full vesting of the incentive stock option granted under the
Option Agreement in accordance with the terms and conditions of this Amendment.

                                   Agreement

     In consideration of the recitals, the Company and the Employee agree as
follows:

1. Amendment to Section 4.1.  Section 4.1 of the Option Agreement is hereby
amended in its entirety to read as follows:

"4.1 Vesting Schedule.  The Option will fully vest and be exercisable as to
all Stock purchasable under the Option from and after March 28, 2005."

2. Scope of Amendment.  Except as expressly modified by this Amendment, all of
the terms and conditions of the Option Agreement remain in full force and
effect.

     The Company and the Employee have executed this Amendment as of the
effective date set forth above.

NVE CORPORATION                           EMPLOYEE

By:    /s/ Richard George              /s/ Daniel A. Baker
Name:  Richard George                  Daniel A. Baker
Title: CFO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>a1-pmh.txt
<DESCRIPTION>EX 10.2 - AMENDMENT TO STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND PATRICIA M. HOLLISTER
HOLLISTER
<TEXT>
                               Amendment No. 1 to
                       Nonstatutory Stock Option Agreement

     This Amendment No. 1 to the Nonstatutory Stock Option Agreement dated
August 17, 2004 is by and between NVE Corporation (the "Company") and Patricia
M. Hollister (the "Optionee"), effective as of March 28, 2005 (the
"Amendment").

                                    Recitals

A. The Company and the Optionee entered into a Stock Option Agreement dated
August 17, 2004 (the "Option Agreement") pursuant to which the Optionee was
granted a nonstatutory stock option under the Company's 2000 Stock Option Plan
(the "Plan") to purchase up to 6,000 shares of the Company's common stock at an
exercise price of $37.38 per share.

B. The Compensation Committee of the Company approved an immediate and full
acceleration of vesting of all stock options outstanding under the Plan with an
exercise price greater than $20 per share.

C. The Company and the Optionee desire to amend the Option Agreement to reflect
the immediate and full vesting of the nonstatutory stock option granted under
the Option Agreement in accordance with the terms and conditions of this
Amendment.

                                    Agreement

     In consideration of the recitals, the Company and the Optionee agree as
follows:

1. Amendment to Section 4.1.  Section 4.1 of the Option Agreement is hereby
amended in its entirety to read as follows:

"4.1 Vesting Schedule.  The Option will fully vest and be exercisable as to all
Stock purchasable under the Option from and after March 28, 2005."

2. Scope of Amendment.  Except as expressly modified by this Amendment, all of
the terms and conditions of the Option Agreement remain in full force and
effect.

     The Company and the Optionee have executed this Amendment as of the
effective date set forth above.

NVE CORPORATION                              OPTIONEE

By:    /s/ Daniel A. Baker                 /s/ Patricia M. Hollister
Name:  Daniel A. Baker                     Patricia M. Hollister
Title: President & CEO
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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