<PAGE>
As filed with the Securities and Exchange Commission on January 22, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
---------------
Delaware 3674 94-3177549
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
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)
---------------
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)
Copies to:
James C. Gaither Larry W. Sonsini
Eric C. Jensen James N. Strawbridge
Karyn R. Smith Jon C. Gonzales
Cooley Godward LLP Wilson Sonsini Goodrich & Rosati
One Maritime Plaza Professional Corporation
20th Floor 650 Page Mill Road
San Francisco, CA 94111 Palo Alto, CA 94304
(415) 693-2000 (650) 493-9300
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
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,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] Registration File No. 333-
47495
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
number for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration 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,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of each Class of Amount Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value.................. 4,025,000 $12.00 $48,300,000 $1,120
</TABLE>
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(1) Includes 525,000 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act
of 1933.
(3) Does not include $12,310 which was previously paid in connection with
Securities Act Registration Statement No. 333-47495.
---------------
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 that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, 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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<PAGE>
EXPLANATORY NOTE
In accordance with General Instruction V to Form S-1 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, incorporated by
reference herein in its entirety is the Registration Statement on Form S-1
(File No. 333-47495) of NVIDIA Corporation which was declared effective by the
Securities and Exchange Commission on January 21, 1999.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on January 22, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours on January
22, 1999.
1
<PAGE>
Exhibits.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Document Description
------- --------------------
<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
23.3 Consent of Law Offices of Michael A. Glenn.
24.1 Power of Attorney.
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has 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 the 21st day of January 1999.
NVIDIA Corporation
/s/ Jen-Hsun Huang
By: _________________________________
Jen-Hsun Huang
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jen-Hsun Huang President, Chief Executive January 21, 1999
____________________________________ Officer and Director
Jen-Hsun Huang (Principal Executive
Officer)
/s/ Christine B. Hoberg Chief Financial Officer January 21, 1999
____________________________________ (Principal Accounting and
Christine B. Hoberg Financial Officer)
Tench Coxe* Director January 21, 1999
____________________________________
Tench Coxe
/s/ James C. Gaither Director January 21, 1999
____________________________________
James C. Gaither
Harvey C. Jones, Jr.* Director January 21, 1999
____________________________________
Harvey C. Jones, Jr.
William J. Miller* Director January 21, 1999
____________________________________
William J. Miller
A. Brooke Seawell* Director January 21, 1999
____________________________________
A. Brooke Seawell
Mark A. Stevens* Director January 21, 1999
____________________________________
Mark A. Stevens
/s/ Jen-Hsun Huang
*By: _______________________________
Jen-Hsun Huang
As Attorney-In-Fact
</TABLE>
II-2
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
January 21, 1999
NVIDIA Corporation
3535 Monroe Street
Santa Clara, CA 95051
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by NVIDIA Corporation (the "Company") of a Registration
Statement on Form S-1 (the "462(b) Registration Statement"), with the Securities
and Exchange Commission (the "Commission"), to be filed with the Commission on
January 22, 1999 pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended, and the related Registration Statement on Form S-1 (File No.
333-47495) (collectively with the 462(b) Registration Statement the
"Registration Statements") in connection with the underwritten public offering
of up to 4,025,000 shares of common stock, including 525,000 shares of common
stock for which the Underwriters have been granted an over-allotment option (the
"Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statements and related Prospectus, the Company's Certificate of
Incorporation and By-laws and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below, and (ii) assumed that the shares of the
Common Stock will be sold by the Underwriters at a price established by the
Pricing Committee of the Company's Board of Directors.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statements, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statements and to the filing of
this opinion as an exhibit to the Registration Statements.
Very truly yours,
Cooley Godward LLP
/s/ Eric C. Jensen
_____________________
By: Eric C. Jensen
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
NVIDIA Corporation:
The audits referred to in our report dated November 16, 1998, included the
related financial statement schedule as of October 25, 1998, and for each of
the years in the three-year period ended December 31, 1997, the one-month
period ended January 31, 1998, and the nine-month period ended October 25,
1998, included in the registration statement. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Selected Financial Data" and "Experts" in the
prospectus.
KPMG LLP
Mountain View, California
January 21, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF PATENT COUNSEL
I hereby consent to the reference to my firm under the captions "Risk Factors--
Legal Proceedings" and "Legal Proceedings" in the Registration Statement on
Form S-1 of NVIDIA Corporation for the registration of 4,025,000 shares of its
Common Stock.
LAW OFFICES OF MICHAEL A. GLENN
By: /s/ Michael A. Glenn
---------------------------
Michael A. Glenn
Menlo Park, California
January 21, 1999
<PAGE>
EXHIBIT 24.1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SUNNYVALE, STATE OF
CALIFORNIA, ON THE 6TH DAY OF MARCH 1998.
NVIDIA Corporation
By: /s/ Jen-Hsun Huang
----------------------------------
Jen-Hsun Huang
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS JEN-HSUN
HUANG AND GEOFFREY G. RIBAR AS HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT,
EACH ACTING ALONE, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM
AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT
ON FORM S-1, AND TO SIGN ANY REGISTRATION STATEMENT FILED UNDER RULE 462 UNDER
THE SECURITIES ACT OF 1933 INCLUDING POST-EFFECTIVE AMENDMENTS) THERETO, AND TO
FILE THE SAME, WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID
ATTORNEY-IN-FACT AND AGENT, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND
EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEY-IN-FACT AND
AGENT, OR HIS SUBSTITUTE OR SUBSTITUTES, 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 BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Jen-Hsun Huang President, Chief Executive March 6, 1998
- ------------------------------------ Officer and Director
Jen-Hsun Huang (Principal Executive
Officer)
/s/ Geoffrey G. Ribar Chief Financial Officer March 6, 1998
- ------------------------------------ (Principal Financial and
Geoffrey G. Ribar Accounting Officer)
/s/ Tench Coxe Director March 6, 1998
- ------------------------------------
Tench Coxe
/s/ Harvey C. Jones, Jr. Director March 6, 1998
- ------------------------------------
Harvey C. Jones, Jr.
/s/ William J. Miller Director March 6, 1998
- ------------------------------------
William J. Miller
/s/ A. Brooke Seawell Director March 6, 1998
- ------------------------------------
A. Brooke Seawell
/s/ Mark A. Stevens Director March 6, 1998
- ------------------------------------
Mark A. Stevens
</TABLE>
II-4
