As filed with the Securities and Exchange Commission on March 23, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
NVIDIA Corporation
(Exact name of registrant as specified in its charter)
--------------
Delaware 94-3177549
(State of Incorporation) (I.R.S. Employer Identification No.)
--------------
3535 Monroe Street, Santa Clara, CA 95051
(Address of principal executive offices)
--------------
1998 Equity Incentive Plan
1998 Non-Employee Directors' Stock Option Plan
1998 Employee Stock Purchase Plan
Non-Plan Option Grants
(Full title of the plans)
Christine B. Hoberg
Chief Financial 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)
--------------
Copies to:
Eric C. Jensen
Karyn R. Smith
Michael W. Hauptman
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
--------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Registration
to be Registered Registered Price per Share (1) Offering Price (1) Fee
- ---------------------------------------------------------------------------------------------
Stock Options and Common
Stock, par value $.001 12,425,996
per share............. shares $4.92--$20.94 $116,074,263.72 $32,268.65
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon (a) for shares subject to
outstanding options granted under the Company's 1998 Equity Incentive
Plan, the 1998 Non-Employee Directors' Stock Option Plan and the 1998
Employee Stock Purchase Plan, and non-plan option grants, the weighted
average exercise price for such outstanding options (pursuant to Rule
457(h) under the Act), or (b) for shares available for future grant under
the Company's 1998 Equity Incentive Plan, the 1998 Non-Employee Directors'
Stock Option Plan and the 1998 Employee Stock Purchase Plan, the average
of the high and low prices of the Company's Common Stock on March 18, 1999
as reported on the Nasdaq National Market (pursuant to Rule 457(c) under
the Act). The following chart illustrates the calculation of the
registration fee:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Number of Offering Price Aggregate
Title of Securities Shares per Share Offering Price
- ------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding stock options
under the 1998 Equity
Incentive Plan............. 8,917,907 $ 5.08(1)(a) $ 45,302,967.56
- ------------------------------------------------------------------------------
Shares reserved for future
issuance pursuant to the
1998 Equity Incentive
Plan....................... 2,653,714 $ 20.94(1)(b) $ 55,568,771.16
- ------------------------------------------------------------------------------
Shares issuable pursuant to
the 1998 Non-Employee
Directors' Stock Option
Plan....................... 143,750 $ 8.30(1)(a) $ 1,193,125.00
- ------------------------------------------------------------------------------
Shares reserved for future
issuance pursuant to the
1998 Non-Employee Directors'
Stock Option Plan.......... 156,250 $ 20.94(1)(b) $ 3,271,875.00
- ------------------------------------------------------------------------------
Shares reserved for issuance
pursuant to the 1998
Employee Stock Purchase
Plan....................... 500,000 $ 20.94(1)(b) $ 10,470,000.00
- ------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options outside
the Plans.................. 54,375 $ 4.92(1)(b) $ 267,525.00
- ------------------------------------------------------------------------------
Proposed Maximum Aggregate
Offering Price............. $116,074,263.72
- ------------------------------------------------------------------------------
Registration Fee............ $32,268.65
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by NVIDIA Corporation (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or either (1) the Company's latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Act"), that contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed, or (2) the Company's
effective registration statement on Form 10 or Form 20-F filed under the
Exchange Act containing audited financial statements for the Company's latest
fiscal year.
(b) The description of the Company's Common Stock that is contained in the
Registration Statement on Form 8-A filed on January 12, 1999, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock offered hereby will be passed upon for the
Company by Cooley Godward LLP, San Francisco, California. As of the date of
this Registration Statement, certain partners and associates of Cooley Godward
own an aggregate of 129,091 shares of the Company's Common Stock, of which
124,091 shares are owned through investment partnerships. Additionally, James
C. Gaither, a partner of Cooley Godward and a director of the Company, owns
44,289 shares of Common Stock of the Company and has an option to purchase
50,000 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Bylaws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's Bylaws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The Bylaws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an
undertaking by the indemnified party to repay such advances if it is
ultimately determined that the indemnified party is not entitled to
indemnification.
The Company has entered into indemnity agreements with each of its directors
and executive officers. Such indemnity agreements contain provisions which are
in some respects broader than the specific indemnification provisions
contained in Delaware law.
In addition, the Company's Amended and Restated Certificate of Incorporation
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for any
II-1
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. CONSULTANTS AND ADVISORS
Not applicable.
ITEM 9. EXHIBITS
Exhibit
Number Description
------- -----------
4.1 Amended and Restated Certificate of Incorporation.
4.2* Bylaws of the Company.
4.3* Specimen Stock Certificate.
5.1 Opinion of Cooley Godward llp.
23.1 Consent of KPMG LLP, Independent Auditors.
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* 1998 Equity Incentive Plan.
99.2* Form of Incentive Stock Option Agreement under the 1998 Equity
Incentive Plan.
99.3* Form of Nonstatutory Stock Option Agreement under the 1998 Equity
Incentive Plan.
99.4* 1998 Employee Stock Purchase Plan.
99.5* Form of Employee Stock Purchase Plan Offering.
99.6* 1998 Non-Employee Directors' Option Plan.
99.7* Form of Nonstatutory Stock Option Agreement under the 1998 Non-
Employee Directors' Option Plan (Initial Grant).
99.8* Form of Nonstatutory Stock Option Agreement under the 1998 Non-
Employee Directors' Option Plan (Annual Grant).
- --------
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-47495).
ITEM 10. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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;
(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 dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the
II-2
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) ((S) 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
(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)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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.
II-3
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 March 23,
1999.
NVIDIA Corporation
By: /s/ Jen-Hsun Huang
-----------------------------------
Title: 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 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
--------- ----- ----
/s/ Jen-Hsun Huang President, Chief Executive March 23, 1999
____________________________________ Officer and Director
Jen-Hsun Huang (Principal Executive Officer)
/s/ C B Hoberg Chief Financial Officer March 23, 1999
____________________________________ (Principal Financial and
Christine B. Hoberg Accounting Officer)
/s/ Tench Coxe Director March 23, 1999
____________________________________
Tench Coxe
/s/ James C. Gaither Director March 23, 1999
____________________________________
James C. Gaither
/s/ Harvey C. Jones, Jr. Director March 23, 1999
____________________________________
Harvey C. Jones, Jr.
Director March 23, 1999
____________________________________
William J. Miller
/s/ A. Brooke Seawell Director March 23, 1999
____________________________________
A. Brooke Seawell
/s/ Mark A. Stevens Director March 23, 1999
____________________________________
Mark A. Stevens
II-4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1 Amended and Restated Certificate of Incorporation.
4.2* Bylaws of the Company.
4.3* Specimen Stock Certificate.
5.1 Opinion of Cooley Godward llp.
23.1 Consent of KPMG LLP, Independent Auditors.
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* 1998 Equity Incentive Plan.
99.2* Form of Incentive Stock Option Agreement under the 1998 Equity
Incentive Plan.
99.3* Form of Nonstatutory Stock Option Agreement under the 1998 Equity
Incentive Plan.
99.4* 1998 Employee Stock Purchase Plan.
99.5* Form of Employee Stock Purchase Plan Offering.
99.6* 1998 Non-Employee Directors' Option Plan.
99.7* Form of Nonstatutory Stock Option Agreement under the 1998 Non-
Employee Directors' Option Plan (Initial Grant).
99.8* Form of Nonstatutory Stock Option Agreement under the 1998 Non-
Employee Directors' Option Plan (Annual Grant).
- --------
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-47495).