As filed with the Securities and Exchange Commission on April 9, 2004 |
Registration No. 333- |
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Delaware |
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94-3177549 |
(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
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Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee |
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Stock Options and Common Stock, par value $.001 per share |
12,314,618 shares |
$26.16 - $27.35 |
$329,477,604.59 |
$41,744.81 |
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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 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 the average of the high and low prices of Registrants common stock as reported on the Nasdaq National Market on April 5, 2004, for (i) 8,796,156 shares reserved for future grant pursuant to the Registrants 1998 Equity Incentive Plan and (ii) 3,518,462 shares issuable pursuant to the Registrants 1998 Employee Stock Purchase Plan. |
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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 (included in Exhibit 5.1). |
24.1 |
Power of Attorney (included in the signature page). |
99.1(5) |
1998 Equity Incentive Plan, as amended. |
99.2(6) |
1998 Employee Stock Purchase Plan, as amended. |
99.3(7) |
Form of Employee Stock Purchase Plan Offering, as amended. |
_________________________________________
(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 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (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/A filed on April 24, 1998 (No. 333-47495), as amended, and incorporated by reference herein. |
(5) |
Previously filed as Exhibit 10.2 to our Annual Report on Form 10-K for the year ended January 26, 2003 filed on April 25, 2003 (No. 000-23985), and incorporated by reference herein. |
(6) |
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. |
(7) |
Previously filed as Exhibit 99.5 to our Registration Statement on Form S-8 filed on September 23, 2002 (No. 333-100010) and incorporated by reference herein. |
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NVIDIA Corporation |
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By: /s/ Jen-Hsun Huang |
Jen-Hsun Huang | |
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President and Chief Executive Officer |
Signature |
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Title |
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Date |
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/s/ Jen-Hsun Huang |
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President, Chief Executive Officer and Director |
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April 9, 2004 |
Jen-Hsun Huang |
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(Principal Executive Officer) |
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/s/ Marvin D. Burkett |
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Chief Financial Officer |
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April 9, 2004 |
Marvin D. Burkett |
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(Principal Financial and Accounting Officer) |
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Director |
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Tench Coxe |
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/s/ James C. Gaither |
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Director |
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April 9, 2004 |
James C. Gaither |
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/s/ Harvey C. Jones |
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Director |
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April 9, 2004 |
Harvey C. Jones |
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/s/ William J. Miller |
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Director |
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April 9, 2004 |
William J. Miller |
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/s/ A. Brooke Seawell |
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Director |
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April 9, 2004 |
A. Brooke Seawell |
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Director |
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Mark A. Stevens |
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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 (included in Exhibit 5.1). |
24.1 |
Power of Attorney (included in the signature page). |
99.1(5) |
1998 Equity Incentive Plan, as amended. |
99.2(6) |
1998 Employee Stock Purchase Plan, as amended. |
99.3(7) |
Form of Employee Stock Purchase Plan Offering, as amended. |
(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 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (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/A filed on April 24, 1998 (No. 333-47495), as amended, and incorporated by reference herein. |
(5) |
Previously filed as Exhibit 10.2 to our Annual Report on Form 10-K, for the year ended January 26, 2003 filed on April 25, 2003 (No. 000-23985), and incorporated by reference herein. |
(6) |
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. |
(7) |
Previously filed as Exhibit 99.5 to our Registration Statement on Form S-8 filed on September 23, 2002 (No. 333-100010) and incorporated by reference herein. |
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