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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NVIDIA Corporation | NASDAQ:NVDA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
53.21 | 6.44% | 879.53 | 879.61 | 879.66 | 883.3093 | 833.87 | 838.25 | 55,102,379 | 00:58:36 |
Delaware
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94-3177549
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(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
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Large accelerated filer
ý
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
Title of Securities
to be Registered
|
Amount to be Registered (1)
|
Proposed Maximum
Offering
Price Per Share (2)
|
Proposed Maximum
Aggregate
Offering Price (2)
|
Amount of
Registration Fee (3)
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Common Stock, par value
$0.001 per share
|
28,800,000 shares
|
$42.925
|
$1,236,240,000
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$124,489.37
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(1)
|
Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrant’s common stock (the “Common Stock”) that become issuable under the underlying plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on May 18, 2016 as reported on the NASDAQ Global Select
Market.
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(3)
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The chart below details the calculations of the registration fee:
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Securities
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Number of Shares
|
Offering Price Per Share (2)
|
Aggregate Offering Price
|
Shares reserved for issuance under the Amended and Restated 2007 Equity Incentive Plan
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18,800,000
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$42.925 (2)
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$806,990,000
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Shares reserved for issuance under the Amended and Restated 2012 Employee Stock Purchase Plan
|
10,000,000
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$42.925 (2)
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$429,250,000
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Proposed Maximum Aggregate Offering Price
|
|
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$1,236,240,000
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Registration Fee
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$124,489.37
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Exhibit No.
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Exhibit Description
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Schedule
/Form
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File Number
|
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Exhibit
|
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Filing Date
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4.1
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Amended and Restated Certificate of Incorporation of NVIDIA Corporation
|
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S-8
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333-74905
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4.1
|
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March 23, 1999
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4.2
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation
|
|
10-Q
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000-23985
|
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3.1
|
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August 21, 2008
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4.3
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation
|
|
8-K
|
|
000-23985
|
|
3.1
|
|
May 24, 2011
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4.4
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Bylaws of NVIDIA Corporation, Amended and Restated as of November 11, 2013
|
|
8-K
|
|
000-23985
|
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3.2
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November 14, 2013
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4.5
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Specimen Stock Certificate
|
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S-1/A
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333-47495
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4.2
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|
April 24, 1998
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4.6
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Indenture (including the form of Notes) dated December 2, 2013 between NVIDIA Corporation and Wells Fargo Bank, National Association
|
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8-K
|
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000-23985
|
|
4.1
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|
December 2, 2013
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4.7
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Form of 1.00% Convertible Senior Note due 2018 (included in Exhibit 4.3)
|
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8-K
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000-23985
|
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4.2
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December 2, 2013
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5.1*
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|
Opinion of Cooley LLP
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23.1*
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|
Consent of Independent Registered Public Accounting Firm
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23.2*
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Consent of Cooley LLP (included in Exhibit 5.1)
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24.1*
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|
Power of Attorney (included on signature page)
|
|
|
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|
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99.1
|
|
Amended and Restated 2007 Equity Incentive Plan
|
|
8-K
|
|
000-23985
|
|
10.1
|
|
May 23, 2016
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99.2
|
|
Amended and Restated 2012 Employee Stock Purchase Plan
|
|
8-K
|
|
000-23985
|
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10.2
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May 23, 2016
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1.
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The undersigned registrant hereby undertakes:
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2.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.
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3.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
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Signature
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Title
|
Date
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/s/ Jen-Hsun Huang
Jen-Hsun Huang
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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May 25, 2016
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/s/ Colette M. Kress
Colette M. Kress
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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May 25, 2016
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/s/ Michael J. Byron
Michael J. Byron
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Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
May 25, 2016
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/s/ Robert K. Burgess
Robert K. Burgess
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Director
|
May 25, 2016
|
/s/ Tench Coxe
Tench Coxe
|
Director
|
May 25, 2016
|
/s/ Persis Drell
Persis Drell
|
Director
|
May 25, 2016
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/s/ James C. Gaither
James C. Gaither
|
Director
|
May 25, 2016
|
/s/ Dawn Hudson
Dawn Hudson
|
Director
|
May 25, 2016
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/s/ Harvey C. Jones
Harvey C. Jones
|
Director
|
May 25, 2016
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/s/ Michael G. McCaffery
Michael G. McCaffery
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Director
|
May 25, 2016
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/s/ William J. Miller
William J. Miller
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Director
|
May 25, 2016
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/s/ Mark L. Perry
Mark L. Perry
|
Director
|
May 25, 2016
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/s/ A. Brooke Seawell
A. Brooke Seawell
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Director
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May 25, 2016
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/s/ Mark Stevens
Mark Stevens
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Director
|
May 25, 2016
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Exhibit No.
|
|
Exhibit Description
|
|
Schedule
/Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
4.1
|
|
Amended and Restated Certificate of Incorporation of NVIDIA Corporation
|
|
S-8
|
|
333-74905
|
|
4.1
|
|
March 23, 1999
|
4.2
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation
|
|
10-Q
|
|
000-23985
|
|
3.1
|
|
August 21, 2008
|
4.3
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation
|
|
8-K
|
|
000-23985
|
|
3.1
|
|
May 24, 2011
|
4.4
|
|
Bylaws of NVIDIA Corporation, Amended and Restated as of November 11, 2013
|
|
8-K
|
|
000-23985
|
|
3.2
|
|
November 14, 2013
|
4.5
|
|
Specimen Stock Certificate
|
|
S-1/A
|
|
333-47495
|
|
4.2
|
|
April 24, 1998
|
4.6
|
|
Indenture (including the form of Notes) dated December 2, 2013 between NVIDIA Corporation and Wells Fargo Bank, National Association
|
|
8-K
|
|
000-23985
|
|
4.1
|
|
December 2, 2013
|
4.7
|
|
Form of 1.00% Convertible Senior Note due 2018 (included in Exhibit 4.3)
|
|
8-K
|
|
000-23985
|
|
4.2
|
|
December 2, 2013
|
5.1*
|
|
Opinion of Cooley LLP
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
23.2*
|
|
Consent of Cooley LLP (included in Exhibit 5.1)
|
|
|
|
|
|
|
|
|
24.1*
|
|
Power of Attorney (included on signature page)
|
|
|
|
|
|
|
|
|
99.1
|
|
Amended and Restated 2007 Equity Incentive Plan
|
|
8-K
|
|
000-23985
|
|
10.1
|
|
May 23, 2016
|
99.2
|
|
Amended and Restated 2012 Employee Stock Purchase Plan
|
|
8-K
|
|
000-23985
|
|
10.2
|
|
May 23, 2016
|
1 Year NVIDIA Chart |
1 Month NVIDIA Chart |
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