<PAGE>
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)
--------------
<TABLE>
<C> <S>
Delaware 94-3177549
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
--------------
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
<TABLE>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
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
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(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:
<TABLE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<CAPTION>
Number of Offering Price Aggregate
Title of Securities Shares per Share Offering Price
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
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
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
<PAGE>
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
<PAGE>
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
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
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).
</TABLE>
- --------
* 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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/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
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
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).
</TABLE>
- --------
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-47495).
<PAGE>
EXHIBIT 4.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
NVIDIA CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, hereby certifies
as follows:
1. The name of the corporation is NVIDIA Corporation.
2. The corporation's original Certificate of Incorporation was filed with
the Secretary of State on February 24, 1998 under the name of NVIDIA Delaware
Corporation.
3. The Amended and Restated Certificate of Incorporation of this
corporation, in the form attached hereto as Exhibit A, has been duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the Board of Directors and by the
stockholders of the corporation.
4. The Amended and Restated Certificate of Incorporation so adopted reads
in full as set forth in Exhibit A attached hereto and hereby incorporated by
reference.
IN WITNESS WHEREOF, NVIDIA Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its Chairman of the Board and Chief
Executive Officer and attested to by its Secretary this 1st day of February,
1999.
/s/ Jen-Hsun Huang
------------------
Jen-Hsun Huang
President and Chief Executive Officer
Attest:
/s/ Christine Hoberg
- --------------------
Christine Hoberg
Secretary
<PAGE>
Exhibit A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NVIDIA CORPORATION
I.
The name of this corporation is NVIDIA Corporation.
II.
The address of the registered office of the corporation in the State of
Delaware is 15 East North Street, City of Dover, County of Kent, and the name of
the registered agent of the corporation in the State of Delaware at such address
is Incorporating Services, Ltd.
III.
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.
IV.
A. This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the corporation is authorized to issue is Two Hundred Two
Million (202,000,000) shares. Two Hundred Million (200,000,000) shares shall be
Common Stock, each having a par value of one-tenth of one cent ($.001). Two
Million (2,000,000) shares shall be Preferred Stock, each having a par value of
one-tenth of one cent ($.001).
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware General Corporation Law,
to fix or alter from time to time the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions of any wholly unissued series of Preferred Stock, and to establish
from time to time the number of shares constituting any such series or any of
them; and to increase or decrease the number of shares of any series subsequent
to the issuance of shares of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
V.
For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:
1.
<PAGE>
A. 1. The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted by the Board of Directors.
2. Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, following the
closing of the initial public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"),
covering the offer and sale of Common Stock to the public (an "Initial Public
Offering"), the directors shall be divided into three classes designated as
Class I, Class II and Class III, respectively. Directors shall be assigned to
each class in accordance with a resolution or resolutions adopted by the Board
of Directors. At the first annual meeting of stockholders following the closing
of the Initial Public Offering, the term of office of the Class I directors
shall expire and Class I directors shall be elected for a full term of three
years. At the second annual meeting of stockholders following the closing of the
Initial Public Offering, the term of office of the Class II directors shall
expire and Class II directors shall be elected for a full term of three years.
At the third annual meeting of stockholders following the closing of the Initial
Public Offering, the term of office of the Class III directors shall expire and
Class III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.
Notwithstanding the foregoing provisions of this Article, each director
shall serve until his successor is duly elected and qualified or until his
death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
3. Subject to the rights of the holders of any series of Preferred
Stock, the Board of Directors or any individual director may be removed from
office at any time (i) with cause by the affirmative vote of the holders of a
majority of the voting power of all the then outstanding shares of voting stock
of the Corporation, entitled to vote at an election of directors (the "Voting
Stock") or (ii) without cause by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of the then
outstanding shares of Voting Stock.
4. Subject to the rights of the holders of any series of Preferred
Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by the stockholders, except as
otherwise provided by law, be filled only by the affirmative vote of a majority
of the directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified.
5. In the event that Section 2115(a) of the California Corporations
Code is applicable to this corporation, then the following shall apply:
2.
<PAGE>
a. Every stockholder entitled to vote in any election of
directors of this corporation may cumulate such stockholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the stockholder's shares are
otherwise entitled, or distribute the stockholder's votes on the same principle
among as many candidates as such stockholder thinks fit;
b. No stockholder, however, may cumulate such stockholder's votes
for one or more candidates unless (i) the names of such candidates have been
properly placed in nomination, in accordance with the Bylaws of the corporation,
prior to the voting, (ii) the stockholder has given advance notice to the
corporation of the intention to cumulative votes pursuant to the Bylaws, and
(iii) the stockholder has given proper notice to the other stockholders at the
meeting, prior to voting, of such stockholder's intention to cumulate such
stockholder's votes; and
c. If any stockholder has given proper notice, all stockholders
may cumulate their votes for any candidates who have been properly placed in
nomination. The candidates receiving the highest number of votes of the shares
entitled to be voted for them up to the number of directors to be elected by
such shares shall be declared elected.
B. 1. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws
may be altered or amended or new Bylaws adopted by the affirmative vote of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of
the then-outstanding shares of voting stock of the Corporation entitled to vote
at an election of directors (the "Voting Stock"). The Board of Directors shall
also have the power to adopt, amend, or repeal Bylaws.
2. The directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide.
3. No action shall be taken by the stockholders of the Corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws and following the closing of the Initial Public Offering no action
shall be taken by the stockholders by written consent.
4. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.
VI.
A. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation 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 after
approval by the stockholders of this Article 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.
3.
<PAGE>
B. Any repeal or modification of this Article VI shall be prospective and
shall not affect the rights under this Article VI in effect at the time of the
alleged occurrence of any act or omission to act giving rise to liability or
indemnification.
VII.
A. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, except as provided in paragraph B of this
Article VII, and all rights conferred upon the stockholders herein are granted
subject to this reservation.
B. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of all of the then-outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal Articles V, VI
and VII.
4.
<PAGE>
Exhibit 5.1
March 23, 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-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 12,425,996 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1998
Equity Incentive Plan, the 1998 Non-Employee Directors' Stock Plan, the 1998
Employee Stock Purchase Plan (collectively, the "Plans") and certain options
granted outside of the Plans.
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan(s), the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Karyn R. Smith
-------------------------------------
Karyn R. Smith
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
NVIDIA Corporation:
We consent to the incorporation herein by reference of our report dated
November 16, 1998, with respect to the balance sheets of NVIDIA Corporation as
of December 31, 1996 and 1997, January 31, 1998, and October 25, 1998 and the
related statements of operations, stockholders' equity and cash flows 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 and the related schedule which reports appear in the registration
statement prospectus on Form S-1 (No. 333-47495) of NVIDIA Corporation.
/s/ KPMG LLP
Mountain View, California
March 22, 1999
