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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 21, 2000
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NVE CORPORATION
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(Exact name of registrant as specified in its charter)
MINNESOTA
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(State or other jurisdiction of incorporation)
0-12196 41-1424202
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Commission File Number I.R.S. Employer
Identification number
11409 VALLEY VIEW ROAD, EDEN PRAIRIE, MINNESOTA 55344
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (952) 829-9217
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PREMIS CORPORATION
13220 COUNTY ROAD 6, PLYMOUTH, MINNESOTA 55441
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
MERGER COMPLETED
Effective as of November 21, 2000 (the "Effective Date"), and pursuant to
that certain Agreement and Plan of Merger, dated as of September 22, 2000, by
and between Nonvolatile Electronics, Incorporated (NVE), a Minnesota corporation
("Merged NVE"), and PREMIS Corporation ("Premis"), Merged NVE has successfully
merged with and into Premis (the "Merger"), with Premis surviving under the new
name NVE Corporation (the "Company").
On November 20, 2000, in connection with the Merger, all outstanding shares
of common stock of Premis held as of that date were converted on a 5:1 basis in
a reverse stock-split. As of the Effective Date, each shareholder of Merged NVE
received 3.5 shares of stock of the Company for each share of common stock of
Merged NVE held immediately prior to the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 22, 2000, by and
between Nonvolatile Electronics, Incorporated (NVE) and PREMIS Corporation
(incorporated by reference to the Definitive Proxy Statement on Schedule 14
filed by PREMIS Corporation on November 16, 2000).
99.1 Press Release of NVE Corporation, dated November 27, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.
NVE CORPORATION
Dated: December 6, 2000 By /s/ Dr. James Daughton/s/
Dr. James Daughton
Chief Executive Officer
By /s/ Richard George/s/
Richard George
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
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2.1 Agreement and Plan of Merger,
dated as of September 22, 2000,
by and between Nonvolatile
Electronics, Incorporated (NVE)
and PREMIS Corporation
(incorporated by reference to the
Definitive Proxy Statement on
Schedule 14 filed by PREMIS
Corporation on November 16,
2000).
99.1 Press Release of NVE Corporation,
dated November 27, 2000.
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