UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
NVE Corporation
(Name of Issuer)
common stock, $.01 par value
(Title of Class Securities)
629445 10 7
(CUSIP Number)
Mary E. Schaffner
Wells Fargo & Company
MAC N9305-173
Wells Fargo Center
Sixth and Marquette
Minneapolis, MN 55479
(612) 667-2367
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 2 of 11 Pages
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Norwest Equity Partners IV, L.P.
Tax Identification No. 41-1647118
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF 7) SOLE VOTING POWER
SHARES 7,034,899
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 7,034,899
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,034,899
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14) TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 3 of 11 Pages
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Itasca Partners, L.L.P.
Tax Identification No. 41-1647117
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF 7) SOLE VOTING POWER
SHARES 7,034,899
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 7,034,899
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,034,899
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14) TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 4 of 11 Pages
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
John E. Lindahl
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7) SOLE VOTING POWER
SHARES 7,577,434 (1)
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 7,577,434 (1)
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,577,434 (1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8% (1)
14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 542,535 shares of common stock of NVE Corporation that John E.
Lindahl may be deemed to beneficially own by virtue of his position as a
managing partner of Itasca Partners V, L.L.P., a Minnesota limited liability
partnership ("Itasca Partners V") and the general partner of Norwest Equity
Partners V, L.P., a Minnesota limited partnership ("Norwest Equity Partners V")
and the record holder of such shares.
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 5 of 11 Pages
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
George J. Still, Jr.
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7) SOLE VOTING POWER
SHARES 7,577,434 (1)
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 7,577,434 (1)
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,577,434 (1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8% (1)
14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 542,535 shares of common stock of NVE Corporation that George J.
Still, Jr. may be deemed to beneficially own by virtue of his position as a
managing partner of Itasca Partners V, the general partner of Norwest Equity
Partners V, the record holder of such shares.
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 6 of 11 Pages
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
John P. Whaley
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
SC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7) SOLE VOTING POWER
SHARES 7,577,434 (1)
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 7,577,434 (1)
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,577,434 (1)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8% (1)
14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 542,535 shares of common stock of NVE Corporation that John P.
Whaley may be deemed to beneficially own by virtue of his position as the
managing administrative partner of Itasca Partners V, the general partner of
Norwest Equity Partners V, the record holder of such shares.
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 7 of 11 Pages
STATEMENT FOR SCHEDULE 13
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per share, of NVE
Corporation, whose executive offices are located at 11409 Valley View Road,
Eden Prairie, Minnesota 55344.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is filed by the entities and persons listed below:
Norwest Equity Partners IV, L.P.
Itasca Partners, L.L.P.
John E. Lindahl
George J. Still, Jr.
John P. Whaley
Norwest Equity Partners IV, L.P. ("Norwest Equity Partners IV") is a Minnesota
limited partnership, of which Itasca Partners, L.L.P. ("Itasca Partners"), a
Minnesota limited liability partnership, is the general partner. John E.
Lindahl and George J. Still, Jr. are the managing partners of Itasca Partners
and John P. Whaley is the managing administrative partner of Itasca Partners.
The address of Norwest Equity Partners IV is 3600 IDS Center, 80 South Eighth
Street, Minneapolis, Minnesota 55402.
(d) During the last five years, none of the persons listed above has been
convicted in any criminal proceedings (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the persons listed above has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
(f) Each of the entities listed above was organized under the laws of the
state of Minnesota. Each of the natural persons listed above is a United
States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of common stock of NVE Corporation that are the subject of this
statement were acquired as a result of the merger of Nonvolatile Electronics,
Incorporated (NVE), a Minnesota corporation ("NVE"), with and into PREMIS
Corporation, a Minnesota corporation, with Premis surviving under the new name
NVE Corporation. As of the effective date of the merger, November 21, 2000,
each share of common stock of NVE outstanding immediately prior to the
Merger, was converted into 3.5 shares of common stock of NVE Corporation.
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 8 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The record holder of the shares of common stock of NVE Corporation that are the
subject of this statement is Norwest Equity Partners IV. Norwest Equity
Partners IV is holding such shares for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) Norwest Equity Partners IV: As of November 21, 2000, Norwest Equity
Partners IV was the record holder of 7,034,899 shares of common stock of NVE
Corporation. This amount represents 41.6% of the total shares of common stock
of NVE Corporation outstanding as of that date.
(ii) Itasca Partners: As of November 21, 2000, Itasca Partners may be deemed
to have beneficially owned 7,034,899 shares of common stock of NVE Corporation
by virtue of its position as the general partner of Norwest Equity Partners IV,
the record holder of such shares. This amount represents 41.6% of the total
shares of common stock of NVE Corporation outstanding as of that date.
(iii) John E. Lindahl: As of November 21, 2000, John E. Lindahl may be deemed
to have beneficially owned 7,577,434 shares of common stock of NVE Corporation,
which includes 7,034,899 shares of common stock that he may be deemed to
beneficially own by virtue of his position as a managing partner of Itasca
Partners, the general partner of Norwest Equity Partners IV, the record holder
of such shares; and also includes, 542,535 shares of common stock that he may
be deemed to beneficially own by virtue of his position as a managing partner
of Itasca Partners V, L.L.P, a Minnesota limited liability partnership ("Itasca
Partners V") and the general partner of Norwest Equity Partners V, L.P., a
Minnesota limited partnership ("Norwest Equity Partners V") and the record
holder of such shares. This amount represents 44.8% of the total shares of
common stock of NVE Corporation outstanding as of that date.
(iv) George J. Still: As of November 21, 2000, George J. Still may be deemed
to have beneficially owned 7,577,434 shares of common stock of NVE Corporation,
which includes 7,034,899 shares of common stock that he may be deemed to
beneficially own by virtue of his position as a managing partner of Itasca
Partners, the general partner of Norwest Equity Partners IV, the record holder
of such shares; and also includes, 542,535 shares of common stock that he may
be deemed to beneficially own by virtue of his position as a managing partner
of Itasca Partners V, the general partner of Norwest Equity Partners V, the
record holder of such shares. This amount represents 44.8% of the total shares
of common stock of NVE Corporation outstanding as of that date.
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 10 of 11 Pages
(v) John P. Whaley: As of November 21, 2000, John P. Whaley may be deemed to
have beneficially owned 7,577,434 shares of common stock of NVE Corporation,
which includes 7,034,899 shares of common stock that he may be deemed to
beneficially own by virtue of his position as the managing administrative
partner of Itasca Partners, the general partner of Norwest Equity Partners IV,
the record owner of such shares; and also includes, 542,535 shares of common
stock that he may be deemed to beneficially own by virtue of his position as
the managing administrative partner of Itasca Partners V, the general partner
of Norwest Equity Partners V, L.P., the record holder of such shares. This
amount represents 44.8% of the total shares of common stock of NVE Corporation
outstanding as of that date.
(b) Norwest Equity Partners IV has sole voting and disposition power of the
shares of common stock of NVE Corporation held of record by it, and Norwest
Equity Partners V has sole voting and disposition power of the shares of common
stock of NVE Corporation held of record by it.
(c) Not applicable.
(d) With the exception of the persons who are the holders of record of the
shares of common stock of NVE Corporation listed above, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of common stock
beneficially owned by the reporting persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 10 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 7, 2000
NORWEST EQUITY PARTNERS IV, L.P.
By: ITASCA PARTNERS, L.L.P., as general partner
By /s/ John P. Whaley
John P. Whaley, as Managing Administrative Partner
SCHEDULE 13D
CUSIP No. 629445 10 7 Page 11 of 11 Pages
AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D to which this
Agreement is attached, together with any amendments thereto, shall be filed by
Norwest Equity Partners IV, L.P., a Minnesota limited partnership, on its own
behalf and on behalf of Itasca Partners, L.L.P., a Minnesota limited liability
partnership whose managing partners are John E. Lindahl and George J. Still,
Jr., and whose managing administrative partner
is John P. Whaley.
Dated: December 7, 2000
Norwest Equity Partners IV, L.P.
By: Itasca Partners, L.L.P., as general partner
By /s/ John P. Whaley
John P. Whaley, as Managing Administrative Partner
Itasca Partners, L.L.P.
By /s/ John P. Whaley
John P. Whaley, as Managing Administrative Partner
By /s/ John P. Whaley
John P. Whaley, as Attorney-in-Fact
For John E. Lindahl
By /s/ John P. Whaley
John P. Whaley, as Attorney-in-Fact
For George J. Still, Jr.
