As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 94-3177549
(State of Incorporation) (I.R.S. Employer
Identification No.)
3535 Monroe Street
Santa Clara, CA 95051
(408) 615-2500
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
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JEN-HSUN HUANG
Chief Executive Officer
NVIDIA Corporation
3535 Monroe Street
Santa Clara, CA 95051
(408) 615-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
James C. Gaither
Eric C. Jensen
Karyn S. Tucker
Alyssa R. Harvey
Heather L. McCormick
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
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Approximate date of commencement of proposed sale to the public: [From time
to time after the effective date of this Registration Statement.]
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Aggregate
Title of Class of Amount to be Offering Amount of
Securities to be Registered Registered Price(1) Registration Fee
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Common Stock, par value $.001 per share................. 250,000 $22,781,250 $6,014.25
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(1) Estimated solely for the purpose of determining the registration fee.
Calculated in accordance with Rule 457(c) of the Securities Act. The
aggregate offering price is based upon the average of high and low sales
prices of our common stock as reported in the consolidated reporting
system of the Nasdaq National Market on March 27, 2000.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities or accept an offer to buy these securities until +
+the registration statement filed with the Securities and Exchange Commission +
+is effective. This prospectus is not an offer to sell these securities and we +
+are not soliciting offers to buy these securities in any state where such +
+offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)
Issued March 29, 2000
250,000 Shares
NVIDIA CORPORATION
[NVIDIA Logo]
Common Stock
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We are registering our common stock for resale from time to time by the selling
stockholders identified in this prospectus. We will not receive any proceeds
from the sale of shares by the selling stockholders. You should read this
prospectus and any supplements carefully before you invest.
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Our common stock is quoted on the Nasdaq National Market under the symbol
"NVDA."
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
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If any common stock is sold through agents or underwriters, we will include
their names and the fees, and any commissions and discounts they will receive,
in the applicable prospectus supplement.
, 2000
TABLE OF CONTENTS
Page Page
---- ----
About this Prospectus.......... 1 Plan of Distribution................. 6
Forward-Looking Information.... 2 Legal Matters........................ 7
Use of Proceeds................ 3 Experts.............................. 7
Selling Stockholders........... 3 Where You Can Find More Information.. 7
Description Of Capital Stock... 3
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representation. This
prospectus is an offer to sell only the securities offered hereby, but only
under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.
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"NVIDIA," the NVIDIA logo, "GeForce 256," the GeForce 256 logo, "NVIDIA
Quadro," "NVIDIA Vanta" and "Vanta" are our trademarks. Other brands, names
and trademarks appearing in this prospectus are the property of their
respective owners.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a shelf registration process.
Under this shelf registration process, the common stock may be sold in one or
more offerings. This prospectus provides you with a general description of the
securities offered. Each time common stock of the selling shareholders is to
be sold, we will provide a prospectus supplement that will contain more
specific information, as set forth below under "The Securities We May Offer."
Please carefully read both this prospectus and any prospectus supplement
together with the additional information described below under "Where You Can
Find More Information."
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We were incorporated in California in April 1993 and reincorporated in
Delaware in April 1998. Our executive offices are located at 3535 Monroe
Street, Santa Clara, California 95051, and our telephone number is (408) 615-
2500. Our web site is located at www.nvidia.com. Information contained on our
website should not be deemed to be part of this prospectus.
FORWARD-LOOKING INFORMATION
This prospectus contains forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, that are based on our current expectations about our
company and our industry. We use words such as "expect," "anticipate,"
"estimate," "believe," "intend," "plan" and other similar expressions to
identify some forward-looking statements, but not all forward-looking
statements include these words. All our forward-looking statements involve
risks and uncertainties. Our actual results may differ significantly from our
expectations and from the results expressed in or implied by these forward-
looking statements. The section captioned "Item 7A. Quantitative and
Qualitative Disclosures about Market Risks" that appears in our annual report
on Form 10-K, for the year ended January 31, 2000, as well as the section
captioned "Risk Factors" that will appear in prospectus supplements
accompanying this prospectus describe some, but no necessarily all, of the
factors that could cause these differences. We urge you to read those sections
carefully. Except as may be required by law, we undertake no obligation to
publicly update any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.
2
USE OF PROCEEDS
We will not receive any proceeds from the resale of the shares of common
stock offered by the selling stockholders.
SELLING STOCKHOLDERS
We are registering for resale certain shares of our common stock held by
the selling stockholders identified below. The following table sets forth:
. the name of the selling stockholders;
. the number and percent of shares of our common stock that the selling
stockholders beneficially owned prior to the offering for resale of any
of the shares of our common stock being registered by the registration
statement of which this prospectus is a part;
. the number of shares of our common stock that may be offered for resale
for the account of the selling stockholders pursuant to this prospectus;
and
. the number and percent of shares of our common stock to be held by the
selling stockholders after the offering of the resale shares (assuming
all of the resale shares are sold by the selling stockholders).
This information is based upon information provided by selling stockholders,
schedules 13G and/or other public documents filed with the SEC, and assumes
the sale of all of the resale shares by the selling stockholders. The term
"selling stockholders" includes the stockholders listed below and their
transferees, pledgees, donees or other successors. The applicable percentages
of ownership are based on an aggregate of 31,593,321 shares of common stock
issued and outstanding as of February 29, 2000.
Shares Beneficially Number Shares Beneficially
Owned Prior of Owned After
to Offering Shares Offering
----------------------- Being -----------------------
Selling Stockholders Number Percent Offered Number Percent
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Jen-Hsun Huang (1)........ 2,759,500 8.7% 100,000 2,659,500 8.4%
William J. Miller (2)..... 203,094 * 13,184 189,910 *
Gopal Solanki (3)......... 208,529 * 10,000 198,529 *
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* Less than 1%
(1) Includes 2,308,900 shares of common stock held by The Jen-Hsun and Lori
Huang Living Trust dated May 1, 1995, of which Mr. Huang is the trustee,
and 250,600 shares held by J. and L. Huang Investments, L.P., of which
Mr. Huang and his wife are general partners. Also includes 200,000 shares
of common stock issuable upon the exercise of vested options within 60
days of February 29, 2000.
(2) Includes 21,250 shares of common stock issuable upon exercise of vested
options within 60 days of February 29, 2000.
(3) Includes 93,529 shares of common stock issuable upon exercise of vested
options within 60 days of February 29, 2000.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 200,000,000 shares of common
stock, $.001 par value and 2,000,000 shares of preferred stock, $.001 par
value. As of February 29, 2000, there were 31,593,321 shares of common stock
outstanding and no shares of preferred stock outstanding.
Common Stock
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to
preferences that may be applicable to any outstanding shares of the preferred
stock, the holders of common stock are entitled to receive ratably such
dividends as may be declared
3
by the Board of Directors out of funds legally available therefor. See
"Dividend Policy." In the event of our liquidation, dissolution, or winding
up, holders of the common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preferences of any
outstanding shares of preferred stock. Holders of common stock have no
preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to
the common stock. All outstanding shares of common stock are, and all shares
of common stock to be outstanding upon the completion of this offering will
be, fully paid and non-assessable.
Preferred Stock
Pursuant to our Amended and Restated Certificate of Incorporation, or the
Certificate, the Board of Directors has the authority, without further action
by the stockholders, to issue up to 2,000,000 shares of preferred stock in one
or more series and to fix the designations, powers, preferences, privileges,
and relative participating, optional, or special rights and the
qualifications, limitations, or restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the common
stock. The Board of Directors, without stockholder approval, can issue
preferred stock with voting, conversion, or other rights that could adversely
affect the voting power and other rights of the holders of common stock.
Preferred stock could thus be issued quickly with terms calculated to delay or
prevent our having a change in control or make removal of management more
difficult. Additionally, the issuance of preferred stock may have the effect
of decreasing the market price of the common stock, and may adversely affect
the voting and other rights of the holders of common stock. We have no current
plans to issue any of the authorized preferred stock.
Registration Rights
In addition to the registration rights to be granted to the holder of the
notes, the holders (or their permitted transferees), or Holders of
approximately 958,187 shares of our common stock are entitled to certain
rights with respect to the registration of such shares under the Securities
Act. If we propose to register our common stock, subject to certain
exceptions, under the Securities Act, the Holders are entitled to notice of
the registration and are entitled at our expense to include such shares
therein, provided that the managing underwriters have the right to limit the
number of such shares included in the registration. In addition, certain of
the Holders may require us, at our expense, on no more than one occasion, to
file a registration statement under the Securities Act with respect to their
shares of common stock. Further, certain Holders may require us, once every 12
months and, on no more than two occasions, at our expense to register the
shares on Form S-3, subject to certain conditions and limitations. These
rights expire in January 2004.
Anti-Takeover Effects of Provisions of Charter Documents and Delaware Law
Charter Documents
Our Certificate and Bylaws include a number of provisions that may have the
effect of deterring hostile takeovers or delaying or preventing changes in
control or management. First, the Certificate provides that all stockholder
action must be effected at a duly called meeting of holders and not by a
consent in writing. Second, the Bylaws provide that special meetings of the
holders may be called only by (i) the Chairman of the Board of Directors, (ii)
the Chief Executive Officer, or (iii) the Board of Directors pursuant to a
resolution adopted by the Board of Directors. Third, the Certificate and the
Bylaws provide for a classified Board of Directors. The Certificate includes a
provision requiring cumulative voting for directors only if required by
applicable California law. Under cumulative voting, a minority stockholder
holding a sufficient percentage of a class of shares may be able to ensure the
election of one or more directors. As a result of the provisions of the
Certificate and applicable California and Delaware law, at any annual meeting
whereby we had at least 800 stockholders as of the end of the fiscal year
prior to the record date for the annual meeting, stockholders will not be able
to cumulate votes for directors. Finally, the Bylaws establish procedures,
including advance notice procedures with regard to the
4
nomination of candidates for election as directors and stockholder proposals.
These provisions of the Certificate and Bylaws could discourage potential
acquisition proposals and could delay or prevent our having a change in
control or management. These provisions also may have the effect of preventing
changes in our management.
Delaware Takeover Statute
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with a person
characterized as an "interested stockholder" for a period of three years after
the date of the transaction pursuant to which such person became an interested
stockholder, unless the business combination is approved in a manner
prescribed by Delaware law. For purposes of Section 203, a business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder, and an "interested
stockholder" is a person who, together with affiliates and associates, owns
(or within three years prior, did own) 15% or more of the company's voting
stock.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C. Its address is 235 Montgomery Street, 23rd Floor,
San Francisco, California 94104 and its telephone number is (415) 743-1444.
5
PLAN OF DISTRIBUTION
The resale shares of common stock may be sold from time to time by the
selling stockholders in one or more transactions at:
. fixed prices;
. market prices at the time of sale;
. varying prices determined at the time of sale; or
. negotiated prices.
The selling stockholders may offer their resale shares in one or more of
the following transactions:
. on any national securities exchange or quotation service at which our
common stock may be listed or quoted at the time of sale, including the
Nasdaq National Market;
. in the over-the-counter market;
. in private transactions;
. through options; and
. by pledge to secure debts and other obligations, or a combination of any
of the above transactions.
If required, we will distribute a supplement to this prospectus to describe
material changes in the terms of the offering.
The shares of common stock described in this prospectus may be sold from
time to time directly by the selling stockholders. Alternatively, the selling
stockholders may from time to time offer shares of common stock to or through
underwriters, broker/dealers or agents. The selling stockholders and any
underwriters, broker/dealers or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the
meaning of the Securities Act. Any profits on the resale of shares of common
stock and any compensation received by any underwriter, broker/dealer or agent
may be deemed to be underwriting discounts and commissions under the
Securities Act.
Any shares covered by this prospectus which quality for sale pursuant to
Rule 144 under the Securities Act may be sold under rule 144 rather than under
the terms of this prospectus. The selling stockholders may transfer, will or
gift such shares by other means not described in this prospectus.
To comply with the securities laws of certain jurisdictions, the common
stock must be offered or sold only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the common stock may not be
offered or sold unless they have been registered or qualified for sale or an
exemption is available and complied with.
If we utilize any underwriters in any sale of the securities in respect of
which this prospectus is delivered, we will enter into an underwriting
agreement with those underwriters at the time of sale to them and the names of
the underwriters and the terms of the transaction will be set forth in the
prospectus supplement. That prospectus supplement will be used by the
underwriters to make resales of the securities in respect of which this
prospectus is delivered to the public. We may be obligated under the
underwriting agreements with these underwriters to indemnify them against
civil liabilities, including liabilities under the Securities Act. These
underwriters may also engage in transactions with or perform services for us
in the ordinary course of business.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the common stock may not simultaneously engage in
market-making activities with respect to the common stock for nine business
days prior to the start of the distribution. In addition, each selling
stockholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act which may limit the
6
timing of purchases and sales of common stock by the selling stockholders or
any other person. These factors may affect the marketability of the common
stock and the ability of brokers or dealers to engage in market-making
activities.
We will pay all costs and expenses associated with the registration of the
resale shares. These expenses include the SEC's filing fees and fees under
state securities or "blue sky" laws. All expenses for the issuance of a
supplement to this prospectus, when requested by selling stockholder(s), will
be paid by the requesting stockholder(s). The selling stockholders will pay
all underwriting discounts, commissions, transfer taxes and other expenses
associated with the sale of the resale shares by them.
LEGAL MATTERS
Cooley Godward LLP, San Francisco, California will pass upon the validity
of the issuance of the common stock.
Mr. James C. Gaither, one of our directors and a partner of Cooley Godward
LLP, owns 54,951 shares of our common stock and options to purchase 55,000
shares of our common stock. In addition, Cooley Godward LLP owns 6,500 shares
and attorneys with Cooley Godward LLP own an aggregate of 71,803 shares of our
common stock.
EXPERTS
The financial statements and schedule of NVIDIA Corporation as of January
31, 1999 and January 30, 2000 and for the year ended December 31, 1997, the
one-month period ended January 31, 1998 and each of the years in the two year
period ended January 30, 2000, have been incorporated by reference herein and
in the registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN GET MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the SEC. We have filed with the
SEC a registration statement on Form S-3 under the Securities Act with respect
to the shares of common stock to be resold from time to time by the selling
stockholders identified in this prospectus. This prospectus does not contain
all of the information set forth in the registration statement and the
exhibits to the registration statement. For further information with respect
to us and the securities we are offering under this prospectus, we refer you
to the registration statement and the exhibits and schedules filed as a part
of the registration statement. You may read and copy the registration
statement, as well as our reports, proxy statements and other information at
the SEC's public reference rooms at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the SEC's regional offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois, 60661,and at Seven World Trade
Center, New York, New York 10048. You can request copies of these documents by
writing to the SEC and paying a fee for the copying cost. Please call the SEC
at 1-800-SEC-0330 for more information about the operation of the public
reference rooms. Our SEC filings are also available at the SEC's web site at
"http://www.sec.gov." In addition, you can read and copy our SEC filings at
the office of the National Association of Securities Dealers, Inc at 1735 K
Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" information that we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus. This prospectus and the information that
we file later with the SEC may update and supersede the information
incorporated by reference. We incorporate by reference the
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documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
. Annual Report on Form 10-K for the year ended January 30, 2000; and
. The description of our common stock contained in our registration
statement on Form 8-A filed with the SEC on January 12, 1999.
You may request of copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
NVIDIA Corporation
3535 Monroe Street
Santa Clara, California 95051
(408) 615-2500
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
The following table sets forth the estimated costs and expenses, other than
the underwriting discounts and commissions, payable by the registrant in
connection with the offering of the Securities being registered. All the
amounts shown are estimates, except for the registration fee.
SEC Registration Fee........................................... $6,014.25
---------
*Accounting fees and expenses..................................
*Legal fees and expenses.......................................
*Miscellaneous.................................................
Total........................................................ $
=========
* To be provided by amendment.
We will pay all fees and expenses associated with filing this registration
statement.
Item 15. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law, or the DGCL,
authorizes a court to award or a corporation's board of directors to grant
indemnification to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. Our Amended and Restated Certificate of Incorporation and our Bylaws
provide for mandatory indemnification of our directors and permissive
indemnification of officers, employees and other agents to the maximum extent
permitted by the DGCL. We have entered into indemnification agreements with
our directors. The indemnification agreements provide the registrant's
directors with further indemnification to the maximum extent permitted by the
DGCL. We also have obtained directors and officers insurance to insure our
directors and officers against certain liabilities, including liabilities
under the securities laws.
II-1
Item 16. Exhibits And Financial Statement Schedules.
(a) Exhibits
Exhibit
Number Description of Document
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4.1 Amended and Restated Certificate of Incorporation. Filed as an exhibit
to our registration statement on Form S-8 filed on March 23, 1999
(Registration No. 333-74905) and incorporated herein by reference.
4.2 Bylaws. Filed as an exhibit to our registration statement on Form S-8
filed on March 23, 1999 (Registration No. 333-74905) and incorporated
herein by reference.
5.1 Opinion of Cooley Godward LLP.*
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward llp (included in Exhibit 5.1).*
24.1 Power of Attorney (included on signature page).
- --------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934.
Item 17. Undertakings
The undersigned registrant undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions described in Item 15 or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
The undersigned registrant further undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933,
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
II-2
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement, and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Forms S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California, on
March 29, 2000.
Nvidia Corporation
/s/ Jen-Hsun Huang
By: _______________________________
Jen-Hsun Huang
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jen-Hsun Huang and Christine Hoberg and
each or both of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments and registration statements filed
pursuant to Rule 462 to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jen-Hsun Huang President, Chief Executive March 29, 2000
______________________________________ Officer and Director
Jen-Hsun Huang (Principal Executive
Officer)
/s/ Christine Hoberg Chief Financial Officer March 29, 2000
______________________________________ (Principal Financial and
Christine Hoberg Accounting Officer)
/s/ Tench Coxe Director March 29, 2000
______________________________________
Tench Coxe
/s/ Harvey C. Jones, Jr. Director March 29, 2000
______________________________________
Harvey C. Jones, Jr.
/s/ Mark A. Stevens Director March 29, 2000
______________________________________
Mark A. Stevens
II-4
Signature Title Date
--------- ----- ----
/s/ A. Brooke Seawell Director March 29, 2000
______________________________________
A. Brooke Seawell
/s/ James C. Gaither Director March 29, 2000
______________________________________
James C. Gaither
/s/ William J. Miller Director March 29, 2000
______________________________________
William J. Miller
II-5