<PAGE>
As filed with the Securities and Exchange Commission on September 26, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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.)
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)
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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
Eric C. Jensen
Karyn S. Tucker
Alyssa R. Harvey
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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 of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-33560
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
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum
Title of Class of Aggregate Offering Amount of
Securities to be Registered Price(1) Registration Fee(2)
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<S> <C> <C>
Common Stock, par value $.001 per share(3)...................
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Debt Securities(4)........................................... (5) (5)
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Total..................................................... $80,000,000(6) $21,120
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</TABLE>
(1) The proposed maximum aggregate offering price per class of security will
be determined from time to time by the registrant in connection with the
issuance by the registrant of the securities registered hereunder.
(2) Calculated pursuant to Rule 457(o) under the Securities Act.
(3) Subject to note 6 below, there is being registered an indeterminate number
of shares of common stock of the registrant as may be sold from time to
time.
(4) Subject to note 6 below, there is being registered hereunder an
indeterminate principal amount of debt activities of the registrant as may
be sold, from time to time, by us. If any debt securities are issued at an
original issue discount, then the offering price shall be in such greater
principal amount at maturity as shall result in aggregate gross proceeds
to the registrant not to exceed $480 million less the gross proceeds
attributable to any securities previously issued pursuant to this
registration statement.
(5) Not required to be included in accordance with General Instructions II.D.
of Form S-3 under the Securities Act.
(6) In no event will the aggregate offering price of all securities issued
from time to time pursuant to this registration statement exceed $480
million. The securities registered hereunder may be sold separately or as
units with other securities registered hereunder.
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This Registration Statement shall hereafter become effective in accordance
with Section 8(a) of the Securities Act on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3. Incorporated by reference herein is, in its
entirety, the Registration Statement on Form S-3 (File No. 333-33560) of NVIDIA
Corporation, as amended, which was declared effective by the Securities and
Exchange Commission on April 24, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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
September 26, 2000.
NVIDIA Corporation
/s/ Jen-Hsun Huang
By: _________________________________
Jen-Hsun Huang
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 September 26, 2000
____________________________________ Officer and Director
Jen-Hsun Huang (Principal Executive
Officer)
Christine B. Hoberg* Chief Financial Officer September 26, 2000
____________________________________ (Principal Financial and
Christine B. Hoberg Accounting Officer)
Tench Coxe* Director September 26, 2000
____________________________________
Tench Coxe
Harvey C. Jones, Jr.* Director September 26, 2000
____________________________________
Harvey C. Jones, Jr.
Mark A. Stevens* Director September 26, 2000
____________________________________
Mark A. Stevens
A. Brooke Seawell* Director September 26, 2000
____________________________________
A. Brooke Seawell
James C. Gaither* Director September 26, 2000
____________________________________
James C. Gaither
William J. Miller* Director September 26, 2000
____________________________________
William J. Miller
/s/ Jen-Hsun Huang
*By: _______________________________
Jen-Hsun Huang
Attorney-in-fact
</TABLE>
II-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
23.1 Consent of KPMG LLP.
</TABLE>
