SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
NVE CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rule ss. 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid $___________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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NVE CORPORATION
11409 VALLEY VIEW ROAD
EDEN PRAIRIE, MINNESOTA 55344
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NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 2002
To the Shareholders of NVE Corporation:
The Annual Meeting of Shareholders of NVE Corporation (the "Company") will be
held at the Company's headquarters, 11409 Valley View Road, Eden Prairie,
Minnesota 55344, on Thursday, July 25, 2002 at 3:30 p.m. Central Daylight Time,
for the following purposes:
1. To elect six directors to serve until the next
Annual Meeting of Shareholders.
2. To consider and act on such other business as may properly
come before the meeting or any adjournment or adjournments
thereof.
The Company's Board of Directors has fixed the close of business on May 31,
2002 as the record date for the determination of shareholders entitled to
receive notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
/s/ Richard George
Richard George
Secretary
June 25, 2002
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES.
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NVE CORPORATION
11409 VALLEY VIEW ROAD
EDEN PRAIRIE, MINNESOTA 55344
-----------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, JULY 25, 2002
This Proxy Statement is furnished to shareholders of NVE Corporation,
a Minnesota corporation ("NVE" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
annual meeting of shareholders to be held on Thursday, July 25, 2002 at
3:30 p.m. local time at the Company's headquarters, 11409 Valley View
Road, Eden Prairie, Minnesota 55344,and at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement and the accompanying form of Proxy were
first mailed to shareholders of the Company on or about June 25, 2002.
SOLICITATION AND REVOCATION OF PROXIES
The costs and expenses of solicitation of proxies will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by
directors, officers and regular employees of the Company personally or by
telephone, but such persons will not be specifically compensated for such
services.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors. Any shareholder giving a proxy in such form may revoke it either by
submitting a new proxy card or by completing a ballot at the meeting at any
time before it is exercised. Such proxies, if received in time for voting and
not revoked, will be voted at the annual meeting in accordance with the
specification indicated thereon. If no specification is indicated on a proxy,
such proxy will be voted in favor of Proposal 1 described herein.
VOTING SECURITIES AND RIGHTS
Only shareholders of record at the close of business on May 31, 2002
are entitled to execute proxies or to vote at the annual meeting. As of said
date there were outstanding 20,785,549 shares of the Company's common stock,
$.01 par value per share (the "Common Stock"). Each holder of Common Stock is
entitled to one vote for each share held with respect to the matters mentioned
in the foregoing Notice of Annual Meeting of Shareholders and any other matters
that may properly come before the meeting. A majority of the outstanding shares
entitled to vote are required to constitute a quorum at the meeting. The
affirmative vote of a majority of the Common Stock present, in person or by
proxy, and entitled to vote at the annual meeting, is required to approve the
matters mentioned in the foregoing Notice of Annual Meeting. Proxies indicating
abstention from a vote and broker non-votes will be counted toward determining
whether a quorum is present at the meeting, but will not be counted toward
determining if a majority of the Common Stock present has voted affirmatively.
OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth certain information as of May 15, 2002
with respect to the Company's Common Stock beneficially owned by each
director, by each nominee for director, by each person known to the Company to
beneficially own more than five percent of the Company's Common Stock, based
solely upon filings made by such persons under Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), by each named executive officer set
forth in the compensation table and by all executive officers and directors as
a group.
NAME ADDRESS SHARES OWNED PERCENT
---- ------- ------------ -------
Norwest Venture Partners 3600 IDS Center 7,577,434(1) 37%
Minneapolis, MN 55402
Cypress 3901 North First Street 5,434,243(2) 24%
Semiconductor Corporation San Jose, CA 95134
James Daughton 18687 Melrose Chase 2,645,750(3) 12%
Eden Prairie, MN 55347
Motorola, Inc. 1303 East Algonquin Rd. 1,750,000(4) 8%
Schaumberg, IL 60196
Richard George 5145 Tifton Dr. 509,674 2%
Edina, MN 55439
Daniel A. Baker 11409 Valley View Rd. 352,000(5) 2%
Eden Prairie, MN 55344
Jay Brown 11409 Valley View Rd. 288,173(6) 1%
Eden Prairie, MN 55344
John Myers 11409 Valley View Rd. 244,037(7) 1%
Eden Prairie, MN 55344
Robert Irish 17910-39th Place North 206,261(8) 1%
Plymouth, MN 55446-1318
Terrence Glarner 3600 IDS Center 48,000(9) *
Minneapolis, MN 55402
Herbert Goronkin 8641 S. Willow Dr. 9,500(10) *
Tempe, AZ 85284
Jeffrey K. Kaszubinski 3901 North First Street 0(11) *
San Jose, CA 95134
All Company directors, officers, and owners of
more than 5% of the stock as a group (12 entities) 19,065,072 81%
________
<FN>
*Less than 1%
(1) Includes shares held by Norwest Equity Partners IV, LLP, and Norwest
Equity Partners V, LLP.
(2) Includes 2,000,000 shares issuable upon the exercise of a warrant for
shares of common stock of the Company.
(3) Includes 185,750 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 1, 2002.
Excludes unvested options to purchase up to 102,250 shares of common
stock of the Company.
(4) Excludes 30,000 shares issuable upon the exercise of options that are
held by Mr. Goronkin.
(5) Includes 350,000 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 1, 2002.
Excludes unvested options to purchase up to 350,000 shares of common
stock of the Company.
(6) Includes 54,250 shares issuable upon the exercise of options that
are currently or will become exercisable within 60 days of May 1,
2002. Excludes unvested options to purchase up to 235,750 shares of
common stock of the Company.
(7) Consists entirely of shares issuable upon the exercise of options that
are currently or will become exercisable within 60 days of May 1,
2002. Excludes unvested options to purchase up to 306,750 shares of
common stock of the Company.
(8) Includes 24,000 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 1, 2002.
(9) Includes 45,000 shares issuable upon the exercise of options that are
currently or will become exercisable within 60 days of May 1, 2002.
Excludes shares held by Norwest Equity Partners, for which Mr. Glarner
is a consultant.
(10) Includes of 7,500 shares issuable upon the exercise of options that
are currently or will become exercisable within 60 days of May 1,
2002. Excludes unvested options to purchase up to 22,500 shares of
common stock of the Company and shares held by Motorola, Inc.,
Mr. Goronkin's employer.
(11) Excludes shares and warrant held by Cypress Semiconductor Corporation,
Mr. Kaszubinski's employer.
</FN>
PROPOSAL 1
ELECTION OF BOARD OF DIRECTORS
The Board of Directors has set the number of directors at six. All
six directors are to be elected at the annual meeting to serve until the 2003
annual meeting of shareholders. The Board of Directors has nominated the
following persons for election:
TERRENCE GLARNER, DANIEL A. BAKER, JAMES DAUGHTON, HERBERT GORONKIN,
ROBERT IRISH, AND JEFFREY K. KASZUBINSKI
All of the nominees for election as directors are presently directors
of the Company except Mr. Kaszubinski. Mr. Kaszubinski was designated by
Cypress Semiconductor Corporation ("Cypress") for nomination under their stock
purchase agreement.
The Board of Directors has no reason to believe that any of the
nominees will be unable to serve as a director. It is the intention of the
individuals named as proxies to vote for the nominees. If any nominee should be
unable to serve as a director, it is the intention of the individuals named as
proxies to vote for the election of such person or persons as the Board of
Directors may, in its discretion, recommend.
The affirmative vote of a majority of the Common Shares present, in
person or by proxy, and entitled to vote at the annual meeting is required to
elect each director.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Information regarding the persons nominated for election as directors
is as follows:
NOMINEE AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
------------------------------------------ ----- ----------------
Terrence Glarner 59 1999
President, West Concord Ventures, Inc.
Daniel A. Baker 44 2001
President and Chief Executive Officer
NVE Corporation
James Daughton 65 1989
Chief Technical Officer
NVE Corporation
Herbert Goronkin 66 1995
Vice President
Motorola Laboratories
Robert Irish 62 1992
Consultant
Jeffrey K. Kaszubinski 46 New
CEO, Silicon Magnetic Systems,
a Cypress Subsidiary Corporation
Terrence Glarner, Director and Chairman of the Board, age 59, has
been a director since August, 1999, and Chairman since January, 2001.
Since February, 1993, Mr. Glarner has been the President of West Concord
Ventures, Inc. Mr. Glarner also consults with Norwest Venture Capital, an
affiliate of Norwest Growth Fund, Inc. Prior to starting West Concord Ventures,
Mr. Glarner was the President of North Star Ventures, Inc. from 1988 to
February 1993, a firm which he joined in 1976. From 1968 to 1976, Mr. Glarner
was a Securities Analyst and Vice President in the Research Department of
Dain Bosworth, Inc. Mr. Glarner has a B.A. in English from the University of
St. Thomas, a J.D. from the University of Minnesota School of Law and is a
Chartered Financial Analyst. Mr. Glarner supervised investments in
approximately 100 small companies during his involvement with North Star
Ventures. Mr. Glarner currently serves as a director on the following publicly-
held companies: Aetrium, Cima Labs, Datakey, FSI, and SpectraScience. He is
also a director of Oncotech, Inc.
Daniel A. Baker, President, Chief Executive Officer and Director,
age 44, was elected an officer and director of the Company in January, 2001.
From 1993 until joining the Company, he was President and CEO of Printware,
Inc., a public company that makes high-speed laser imaging systems. Dr. Baker
has 25 years of experience in high-tech industries, including executive
positions with Minntech Corporation and Percom Data Corporation. Dr. Baker
holds Ph.D. and M.S. degrees in engineering from the University of Minnesota,
an M.B.A. in finance from the University of Minnesota, and a B.S. in
engineering from Case Western Reserve University. He holds 15 patents.
James Daughton, Chief Technical Officer and Director, age 65, has
been a director of the Company since its inception and Chief Technical Officer
since January, 2001. He served as NVE's Chairman and CEO from the company's
inception to January, 2001. From 1974 to 1989, Dr. Daughton held various
research and product development positions at Honeywell, Inc. including Vice
President of The Solid State Development Center. From 1964 to 1974, he
developed magnetic and semiconductor memory devices at IBM Corporation.
Dr. Daughton holds a doctorate in electrical engineering from Iowa State
University and is an adjunct professor of physics at the University of
Minnesota. He has more than 20 issued or pending patents.
Herbert Goronkin, Director, age 66, has been a director of the Company
since 1995. From 1977 to the present, Dr. Goronkin has held various positions
including the position of Vice President and Director of the Physical Research
Laboratory at Motorola Laboratories in Phoenix, Arizona. Dr. Goronkin has more
than 25 patents and has authored numerous papers. He received B.S., M.S. and
Doctorate degrees in physics from Temple University in 1961, 1962 and 1973,
respectively. He is a Fellow of the IEEE and a member of both the American
Physical Society and Sigma Xi.
Robert Irish, Director, age 62, has been a director of the Company
since 1992. Additionally, Mr. Irish was a founding investor in NVE. Mr. Irish
recently formed the RICE Group to consult in Information Technology. Since
1994, Mr. Irish has held a number of sales, consulting and technical positions,
most recently with Compuware and Prodea Software. From 1988 to 1994, Mr. Irish
acted as a consultant and co-investor with Norwest Venture Capital. From 1981
to 1988, Mr. Irish was the Executive Vice President of Centron DPL, responsible
for technical marketing, product marketing and research and development. Prior
to that time, from 1966 to 1981, Mr. Irish worked at IBM in management, sales
and systems. Mr. Irish attended Rensselaer Polytechnic Institute and received a
B.S. in Physics from Syracuse University in 1965. He has three issued patents
dealing with magnetic intrusion detection systems.
Jeffrey K. Kaszubinski, age 46, was designated for nomination by
Cypress under their stock purchase agreement. Mr. Kaszubinski is currently
president and CEO of Silicon Magnetic Systems, a Cypress Subsidiary Corporation
which is developing magnetic random access memory (MRAM) technology and
products. He has worked in the semiconductor memory business for 24 years, the
past 15 at Cypress Semiconductor in a variety of executive positions, including
product line management, manufacturing, quality assurance, and engineering.
Prior to joining Cypress, Mr. Kaszubinski worked at Texas Instruments,
Incorporated, where he led the development of ground-breaking nonvolatile
memories. Mr. Kaszubinski received a BSEE degree in 1978 from the University of
New Orleans and holds five nonvolatile memory patents.
COMMITTEES OF THE BOARD OF DIRECTORS
There were five meetings of the Board of Directors during the year
ended March 31, 2002 ("Fiscal 2002"). The Board of Directors has established
Audit and Compensation Committees. Both committees consist of Messrs. Glarner,
Goronkin, and Irish.
Each of the members of the Audit Committee is independent of
management and the Company. The Audit Committee met four times in Fiscal
2002. The Report of the Audit Committee is included as an Exhibit to this
Proxy Statement.
The Compensation Committee reviews and recommends to the Board of
Directors the compensation guidelines for executive officers and other key
personnel and the composition and levels of participation in incentive
compensation and fringe benefits for all employees. In addition, the
committee oversees administration of the Company's 2000 Stock Option Plan.
The Compensation Committee met three times in Fiscal 2002.
No member of the Compensation Committee is or has been an officer of
the Company. The Company has no compensation committee interlocks--that is, no
officer of the Company serves as a Director or a compensation committee member
of a company that has an officer or former officer serving on the Company's
Board of Directors or the Compensation Committee.
Each incumbent director attended at least 75% of all of the meetings
of the Board of Directors and applicable committees held while each was a
director during such fiscal year, except Messrs. Goronkin and Glarner attended
60% of the Board of Directors meetings and Mr. Goronkin attended one of the
three Compensation Committee meetings.
REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
Non-employee members of the Board of Directors receive no cash
compensation for their service on the Board. Mr. Irish is affiliated with a
consulting company which received $15,207 for services provided to the Company
in Fiscal 2002. Non-employee Directors receive an option to purchase
30,000 shares upon initial election and 10,000 on each reelection to the Board
of Directors.
EXECUTIVE COMPENSATION
The following table indicates the compensation paid in each of the
past three fiscal years to the Company's Chief Executive Officer and each of
the next most highly compensated executive officers whose total annual salary
and bonus for Fiscal 2002 exceeded $100,000 ("Named Executive Officers"):
ANNUAL OTHER COMP-
COMPENSATION ENSATION(1)
FISCAL YEAR ----------------------- -----------
NAME AND TITLE ENDED 3/31 SALARY(2) BONUS(3)
- -------------- ----------- --------- --------
Daniel A. Baker(4) 2002 $175,000 $25,000 $40,250
President and CEO 2001 $31,186 0 $7,173
James Daughton(5) 2002 $120,000 $80,000 $27,600
Chief Technical Officer 2001 $150,000 0 $34,500
2000 $140,000 $80,000 $32,200
John Myers 2002 $111,883 $12,500 $25,733
Vice President, 2001 $107,600 0 $24,748
Isolator Business Unit 2000 $103,040 0 $23,699
Jay Brown 2002 $102,333 $12,500 $25,733
Vice President, 2001 $94,215 0 $21,669
Sensor Business Unit 2000 $89,370 0 $20,555
<FN>
(1) Representing 2% matching contributions to the Company's Employee
Retirement 401(k), together with other fringe benefits such as
insurance premiums.
(2) As of March 1, 2002, base salaries of Messrs. Myers and Brown were
increased to $115,000 and $106,000, respectively. The base salaries of
Drs. Daughton and Baker remained unchanged.
(3) Bonuses earned in consideration of meeting certain business unit and
Company goals in Fiscal 2002; paid in Fiscal 2003.
(4) Dr. Baker joined the Company as President and CEO in January, 2001.
(5) Dr. Daughton was Chairman and CEO until assuming the position
of Chief Technical Officer in January, 2001.
</FN>
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes Common Stock that may be issued as of March 31,
2002 on the exercise of options under our 2000 Stock Option Plan as Amended
July 19, 2001. The Plan as Amended was approved by our shareholders.
NUMBER OF
SECURITIES
REMAINING
NUMBER OF AVAILABLE FOR
SECURITIES TO FUTURE ISSUANCE
BE ISSUED UNDER EQUITY
UPON COMPENSATION
EXERCISE OF WEIGHTED-AVERAGE PLANS
OUTSTANDING EXERCISE PRICE OF (EXCLUDING
OPTIONS, OUTSTANDING SECURITIES
WARRANTS AND OPTIONS, WARRANTS REFLECTED IN
RIGHTS AND RIGHTS COLUMN (A))
PLAN CATEGORY (A) (B) (C)
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Equity compensation plans
approved by security holders 2,497,750 $ 0.65 2,245,150
Equity compensation plans not
approved by security holders -
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Total at March 31, 2002 2,497,750 $ 0.65 2,245,150
===============================================
OPTION GRANTS DURING FISCAL YEAR 2002
The following table lists all grants of stock options to Named
Executive Officers during the last fiscal year:
PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED
UNDERLYING OPTIONS TO EMPLOYEES IN FISCAL EXERCISE OR EXPIRATION
NAME GRANTED (#) YEAR BASE PRICE DATE
- -------------- -------------------- ---------------------- ----------- ----------
James Daughton 113,000 34% $1.217 7/26/11
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table indicates the exercise of stock options during
the last completed fiscal year by Named Executive Officers:
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY OPTIONS
NUMBER OF UNEXERCISED OPTIONS HELD AT
SHARES HELD AT MARCH 31, MARCH 31, 2002
ACQUIRED ON VALUE 2002 (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE REALIZED(1) UNEXERCISABLE) UNEXERCISABLE)(2)
- -----------------------------------------------------------------------------------------
Daniel A. Baker - - 350,000/350,000 $239,540/$239,540
James Daughton - - 177,000/124,250 $294,124/$199,757
John Myers - - 231,875/118,125 $424,007/$216,003
Jay Brown 64,750 $101,228 47,250/92,750 $86,401/$169,603
<FN>
(1) Based of the market value at the date of exercise less the exercise price.
(2) Based on the fair market value of the Company's Common Stock at March
31, 2002 of $2.00 per share less the exercise price of the options.
</FN>
EMPLOYMENT AGREEMENT
Daniel A. Baker has an employment agreement with the Company which
set his initial salary and contains non-competition, confidentiality and
assignment of invention provisions benefiting the Company. The agreement may be
terminated by either the Company or the employee upon thirty days written
notice. In addition, the Company may terminate Dr. Baker's employment for cause
and upon his death or incapacity.
BONUS PROGRAM
In Fiscal 2002 the Company implemented incentive compensation plans to
provide an opportunity for executive officers and senior management to receive
cash bonuses based on individual and Company performance. Bonuses (if any) will
be given at the discretion of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and changes in
ownership of Common Shares and other equity securities of the Company.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with all Section 16(a) forms they file.
To our knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, all required Section 16(a) filings applicable to officers, directors
and greater than ten percent shareholders in Fiscal 2002 were timely filed.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at our
next annual meeting of shareholders must be received by the Secretary of NVE
Corporation at our executive offices in Eden Prairie, Minnesota, no
later than February 15, 2003 for inclusion in our proxy statement and
proxy relating to that meeting. Upon receipt of any such proposal, we
will determine whether or not to include such proposal in our proxy statement
and proxy in accordance with regulations governing the solicitation of proxies.
MISCELLANEOUS
The Board of Directors is not aware that any matter other than those
described in the Notice of Annual Meeting of Shareholders to which this Proxy
Statement is appended will be presented for action at the meeting. If, however,
other matters do properly come before the meeting, it is the intention of the
persons named in the proxy to vote the proxied shares in accordance with their
best judgment on said matters.
It is important that proxies be returned promptly with instructions as
to voting. Shareholders who do not expect to attend the meeting in person are
urged to mark, sign, date and send in the proxies by return mail.
By Order of the Board of Directors
June 25, 2002
EXHIBIT
AUDIT COMMITTEE REPORT
May 31, 2002
The Audit Committee reviews the Company's financial reporting process on behalf
of the Board of Directors, and acts under a written charter first adopted and
approved by the Board of Directors on March 20, 2001. Management has the
primary responsibility for the financial statements and the reporting process.
The Company's independent auditors are responsible for expressing an opinion
on the conformity of our audited financial statements to generally accepted
accounting principles.
In this context, the Audit Committee has reviewed and discussed with management
and the independent auditors the audited financial statements. The Audit
Committee has discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 90 (Audit Committee
Communications). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board No. 1 (independence discussions with Audit Committees) and discussed with
them their independence from the Company and its management. The Audit Committee
has also considered whether the independent auditors provision of other
non-audit services to the Company is compatible with the auditors' independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual Report
on SEC Form 10-KSB for the year ended March 31, 2002, for filing with the
Securities and Exchange Commission.
FEES BILLED TO COMPANY BY ERNST & YOUNG, LLP DURING FISCAL 2002:
Audit Fees
Total fees of $29,500 were incurred by the Company relating to the audit of the
March 31, 2002 financial statements, review of the financial statements
included in the Company's Fiscal 2002 quarterly reports on Form 10-QSB and
other matters directly relating to the March 31, 2002 audit and filing of the
March 31, 2002 Form 10-KSB.
All Other Fees
Fees billed to the Company by Ernst & Young, LLP and associated entities
during Fiscal 2002 for all other non-audit services rendered to the Company,
primarily related to tax services, totaled $16,866.
AUDIT COMMITTEE MEMBERS
- -----------------------
Terrence Glarner
Herbert Goronkin
Robert Irish
[NVE CORPORATION LOGO]
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard George and Daniel A. Baker, or
either of them, the attorneys and proxies of the undersigned, with full power
of substitution, to attend the annual meeting of shareholders of NVE
Corporation, a Minnesota corporation (hereinafter called the "Company"), to be
held on Thursday, July 25, 2002 at 3:30 p.m., local time, at the Company's
headquarters, 11409 Valley View Road, Eden Prairie, Minnesota 55344, and any
adjournment thereof, and thereat to vote the undersigned's shares in the
Company.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
SEE REVERSE FOR VOTING INSTRUCTIONS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. Election of directors: To elect the management slate of directors.
01 Terrence Glarner 03 James Daughton 05 Robert Irish
02 Daniel A. Baker 04 Herbert Goronkin 06 Jeffrey K. Kaszubinski
[ ] Vote FOR all nominees (except as marked) [ ] Vote WITHHELD from all nominees
Instructions: To withhold authority to vote for any nominee, strike a line
through the name(s).
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of Notice of said Annual Meeting
and the accompanying Proxy Statement, each dated June 25, 2002.
Date __________________________________
Signature(s) in Box
___________________________________________
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Please sign exactly as name appears on the label. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.