<PAGE>
As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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.)
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3535 Monroe Street, Santa Clara, CA 95051
(Address of principal executive offices)
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1998 Equity Incentive Plan
1998 Employee Stock Purchase Plan
2000 Nonstatutory Equity Incentive Plan
(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)
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Copies to:
Karyn S. Tucker
Cooley Godward llp
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered(1) Price per Share (2) Offering Price (2) Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common Stock, par 7,723,849 shares $45.75 - $59.79 $398,493,317.03 $105,202.24
value $.001 per share
=============================================================================================================================
</TABLE>
(1) In addition to the Stock Option and Common Stock set forth in the table,
the amount to be registered includes an indeterminate number of Stock
Options and Common Stock issuable upon exercise of or in respect of the
options, as such number may be adjusted as the result of stock splits,
stock dividends and antidulution provisions (including adjustments to the
option exercise prices) in accordance with Rule 416.
(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 (a) the weighted average exercise
price for shares subject to outstanding options granted under (i) NVIDIA
Corporation ("Registrant" or "Company") 1998 Equity Incentive Plan (the
"Incentive Plan") and the 2000 Nonstatutory Equity Incentive Plan (the
"Nonstatutory Plan") (pursuant to Rule 457(h) under the Act) or (b) the
average of the high and low prices of Registrant's Common Stock as
reported on the Nasdaq National Market on December 1, 2000, for (i) shares
reserved for future grant pursuant to the Incentive Plan and the
Nonstatutory Plan and (ii) shares issuable pursuant to the Company's 1998
Employee Stock Purchase Plan (the "Purchase Plan") (pursuant to Rule
457(c) under the Act). The following chart illustrates the calculation of
the registration fee:
<TABLE>
<CAPTION>
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Offering Aggregate
Title of Securities Number of Shares Price per Share Offering Price
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<S> <C> <C> <C>
Shares issuable pursuant to outstanding stock options under the 1998 2,881,082 $51.79 (2)(a) $149,211,236.78
Equity Incentive Plan
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Shares reserved for future issuance pursuant to the 1998 Equity 980,842 $45.75(2)(b) $ 44,873,521.50
Incentive Plan
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Shares reserved for future issuance pursuant to the 1998 Employee Stock 1,544,770 $45.75(2)(b) $ 70,673,227.50
Purchase Plan
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Shares issuable pursuant to the 2000 Nonstatutory Equity Incentive Plan 1,974,750 $59.79(2)(a) $118,070,302.50
---------------------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance pursuant to the 2000 Nonstatutory 342,405 $45.75(2)(b) $ 15,665,028.75
Equity Incentive Plan
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Proposed Maximum Aggregate Offering Price $398,493,317.03
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Registration Fee $ 105,202.24
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</TABLE>
<PAGE>
EXPLANATORY NOTE
Registrant previously filed a registration statement on Form S-8 (No. 33-
74905) on March 23, 1999 covering 24,143,242 options to purchase Common Stock
and Common Stock issuable under Registrant's 1998 Equity Incentive Option Plan
and 1998 Employee Stock Purchase Plan (the "Prior Registration Statement"). The
1998 Equity Incentive Plan and the 1998 Employee Stock Purchase Plan each
contain a provision which automatically increases the authorized number of
shares, on an annual basis, by an amount equal to five percent for the 1998
Equity Incentive Plan and two percent for the 1998 Employee Stock Purchase Plan
of the outstanding Common Stock, Stock Options and Warrants (on an as-diluted
basis) of the Company, effective January 30 of each year (an "Evergreen
Clause"). This registration statement, filed pursuant to Rule 413, is made for
the purpose of registering an additional 5,406,694 shares of the same class of
securities previously registered under the Prior Registration Statement pursuant
to the Evergreen Clause and 2,317,155 shares under the Registrant's 2000
Nonstatutory Equity Incentive Plan.
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.
DESCRIPTION OF SECURITIES
Not applicable.
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 76,000 shares of the Company's Common Stock. In addition, James C.
Gaither, special counsel to Cooley Godward and a director of the Company, owns
34,902 shares of Common Stock of the Company and has options to purchase 110,000
shares of the Company's Common Stock.
<PAGE>
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 upon receipt of 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 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.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
CONSULTANTS AND ADVISORS
Not applicable.
1.
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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.
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, as amended.
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, as amended.
99.5 Form of Employee Stock Purchase Plan Offering, as amended.
99.6 2000 Nonstatutory Equity Incentive Plan
99.7 Form of Nonstatutory Stock Option Agreement under the 2000
Nonstatutory Equity Incentive Plan.
________________________________________________________________________________
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-47495).
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
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;
2.
<PAGE>
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.
3.
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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 December 8,
2000.
NVIDIA Corporation
By: /S/ Jen-Hsun Huang
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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 or her 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 December 8, 2000
----------------------- Officer and Director (Principal
Jen-Hsun Huan Executive Officer)
/s/ CHRISTINE B. HOBERG Chief Financial Officer (Principal December 8, 2000
----------------------- Financial and Accounting Officer)
Christine B. Hoberg
/s/ TENCH COXE Director December 8, 2000
-----------------------
Tench Coxe
/s/ JAMES C. GAITHER Director December 8, 2000
-----------------------
James C. Gaither
/s/ HARVEY C. JONES, JR. Director December 8, 2000
-----------------------
Harvey C. Jones, Jr.
/s/ WILLIAM J. MILLER Director December 8, 2000
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William J. Miller
Director
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A. Brooke Seawell
/s/ MARK A. STEVENS Director December 8, 2000
-----------------------
Mark A. Stevens
</TABLE>
4.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
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.
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, as amended.
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, as amended.
99.5 Form of Employee Stock Purchase Plan Offering, as amended.
99.6 2000 Nonstatutory Equity Incentive Plan
99.7 Form of Nonstatutory Stock Option Agreement under the 2000 Nonstatutory Equity Incentive Plan.
</TABLE>
______________________
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-47495).
