As filed with the Securities and Exchange Commission on December 10, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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.)
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2701 San Tomas Expressway, Santa Clara, CA 95050
(Address of principal executive offices)
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1998 Equity Incentive Plan
1998 Employee Stock Purchase Plan
2000 Nonstatutory Equity Incentive Plan
(Full title of the plans)
Christine B. Hoberg
Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050
Tel: 408-486-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Eric C. Jensen, Esq.
COOLEY GODWARD LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered(1) Price per Share (2) Offering Price (2) Registration Fee
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Stock Options and Common
Stock, par value $.001 per 23,930,918 shares $14.53-$53.51 $938,315,544.97 $224,257.42
share
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(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the plans set forth herein by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase
in the number of shares of the Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities
Act of 1933, as amended (the "Act"). The offering price per share and
aggregate offering price are based upon (a) the weighted average exercise
price for shares subject to outstanding options granted under (i) the 1998
Equity Incentive Plan (the "Incentive Plan") and (ii) the 2000 Nonstatutory
Equity Incentive Plan (the "Nonstatutory Plan") (pursuant to Rule 457(h)
under the Act) and (b) the average of the high and low prices of
Registrant's Common Stock as reported on the Nasdaq National Market on
December 3, 2001, for (i) shares reserved for future grant pursuant to the
Incentive Plan and the Nonstatutory Plan, and (ii) shares issuable pursuant
to the Registrant's 1998 Employee Stock Purchase Plan (the "Purchase Plan")
(pursuant to Rule 457(c) under the Act). The following chart illustrates
the calculation of the registration fee:
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Offering Aggregate
Title of Securities Number of Shares Price per Share Offering Price
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Shares issuable pursuant to outstanding stock options under 7,668,737 $14.53-$45.79 $273,362,664.30
the 1998 Equity Incentive Plan
Shares reserved for future issuance pursuant to the 1998 629,975 $ 53.51 $ 33,706,812.38
Equity Incentive Plan
Shares reserved for future issuance pursuant to the 1998 3,327,314 $ 53.51 $178,027,935.57
Employee Stock Purchase Plan
Shares issuable pursuant to outstanding stock options under 11,487,732 $14.53-$45.79 $409,495,986.92
the 2000 Nonstatutory Equity Incentive Plan
Shares reserved for future issuance pursuant to the 2000 817,160 $ 53.51 $ 43,722,145.80
Nonstatutory Equity Incentive Plan
Proposed Maximum Aggregate Offering Price $938,315,544.97
Registration Fee $ 224,257.42
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-74905 AND 333-51520
The contents of Registration Statements on Form S-8 Nos. 333-74905 and
333-51520 filed with the Securities and Exchange Commission on March 23, 1999
and December 8, 2000, respectively, are incorporated by reference herein.
EXHIBITS
Exhibit
Number Description
4.1(1) Amended and Restated Certificate of Incorporation.
4.2(2) Certificate of Amendment of Amended and Restated Certificate of
Incorporation.
4.3(3) Bylaws, as amended.
4.4(4) Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1(5) 1998 Equity Incentive Plan, as amended.
99.2(6) Form of Incentive Stock Option Agreement under the 1998 Equity
Incentive Plan.
99.3(7) Form of Nonstatutory Stock Option Agreement under the 1998
Equity Incentive Plan.
99.4(8) 1998 Employee Stock Purchase Plan, as amended.
99.5(9) Form of Employee Stock Purchase Plan Offering, as amended.
99.6 2000 Nonstatutory Equity Incentive Plan, as amended.
99.7(10) Form of Nonstatutory Stock Option Agreement under the 2000
Nonstatutory Equity Incentive Plan.
_______________________________________
(1) Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8
filed on March 23, 1999 (No. 333-74905) and incorporated by reference
herein.
(2) Previously filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q, for
the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985)
and incorporated by reference herein.
(3) Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for
the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985)
and incorporated by reference herein.
(4) Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1
filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by
reference herein.
(5) Previously filed as Exhibit 99.1 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520), and incorporated by reference
herein.
(6) Previously filed as Exhibit 10.3 to our Registration Statement on Form S-1
filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by
reference herein.
(7) Previously filed as Exhibit 10.4 to our Registration Statement on Form S-1
filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by
reference herein.
(8) Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520), and incorporated by reference
herein.
(9) Previously filed as Exhibit 99.5 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520), and incorporated by reference
herein.
(10) Previously filed as Exhibit 99.7 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520)and incorporated by reference
herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 December 10,
2001.
NVIDIA CORPORATION
By: /s/ Jen-Hsun Huang
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Jen-Hsun Huang
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Jen-Hsun Huang and Christine B. Hoberg, and each or any one 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)
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, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Jen-Hsun Huang President, Chief Executive Officer December 10, 2001
- -------------------------------------------- and Director (Principal Executive
Jen-Hsun Huang Officer)
/s/ Christine B. Hoberg Chief Financial Officer (Principal December 10, 2001
- -------------------------------------------- Financial and Accounting Officer)
Christine B. Hoberg
/s/ Tench Coxe Director December 10, 2001
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Tench Coxe
/s/ James C. Gaither Director December 10, 2001
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James C. Gaither
/s/ Harvey C. Jones Director December 10, 2001
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Harvey C. Jones
/s/ William J. Miller Director December 10, 2001
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William J. Miller
/s/ A. Brooke Seawell Director December 10, 2001
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A. Brooke Seawell
/s/ Mark A. Stevens Director December 10, 2001
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Mark A. Stevens
EXHIBIT INDEX
Exhibit
Number Description
4.1(1) Amended and Restated Certificate of Incorporation.
4.2(2) Certificate of Amendment of Amended and Restated Certificate of
Incorporation
4.3(3) Bylaws, as amended.
4.4(4) Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1(5) 1998 Equity Incentive Plan, as amended.
99.2(6) Form of Incentive Stock Option Agreement under the 1998 Equity
Incentive Plan.
99.3(7) Form of Nonstatutory Stock Option Agreement under the 1998
Equity Incentive Plan.
99.4(8) 1998 Employee Stock Purchase Plan, as amended.
99.5(9) Form of Employee Stock Purchase Plan Offering, as amended.
99.6 2000 Nonstatutory Equity Incentive Plan, as amended.
99.7(10) Form of Nonstatutory Stock Option Agreement under the 2000
Nonstatutory Equity Incentive Plan.
______________________
(1) Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8
filed on March 23, 1999 (No. 333-74905) and
incorporated by reference herein.
(2) Previously filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q, for
the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985)
and incorporated by reference herein.
(3) Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for
the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985)
and incorporated by reference herein.
(4) Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1
filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by
reference herein.
(5) Previously filed as Exhibit 99.1 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520), and incorporated by reference
herein.
(6) Previously filed as Exhibit 10.3 to our Registration Statement on Form S-1
filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by
reference herein.
(7) Previously filed as Exhibit 10.4 to our Registration Statement on Form S-1
filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by
reference herein.
(8) Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520), and incorporated by reference
herein.
(9) Previously filed as Exhibit 99.5 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520), and incorporated by reference
herein.
(10) Previously filed as Exhibit 99.7 to our Registration Statement on Form S-8
filed on December 8, 2000 (No. 333-51520), and incorporated by reference
herein.