UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
 FORM
8-K/A
(Amendment
No. 3)

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 13, 2015



NVE Corporation

(Exact name of registrant as specified in its charter)


 



Minnesota
000-12196

41-1424202


(State
or other jurisdiction of incorporation)
(Commission File Number) 
(IRS Employer Identification No.)







11409 Valley View Road, Eden Prairie,
Minnesota
55344


(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code (952) 829-9217


                                                                                                                                

(Former name or former address, if changed since last report.)


Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):



[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)



[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))



[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))




Explanatory Note

     This Amendment Number 3 to Form 8-K is being filed
to disclose a second amendment to a Supply Agreement by and between NVE Corporation
and Sonova AG.





Item 1.01 Entry into a Material Definitive Agreement



General Information

     Sonova AG (formerly known as Phonak AG) develops,
manufactures, and sells hearing systems using our magnetic sensors under a Supply
Agreement executed May 1, 2009 and previously amended January 12, 2011.



Description of the Terms and Conditions of the Amendment

     Effective November 13,
2015 we executed an amended agreement (the “Second Amendment”), amending
our May 1, 2009 Supply Agreement by and between the company and Phonak AG (now
known as Sonova AG). The Second Amendment extends the Supply Agreement term through
March 31, 2020, and amends pricing provisions, defines minimum purchase requirements,
and amends and adds other terms and conditions.



     The foregoing descriptions of the Supply Agreement
and Amendments do not purport to be complete and are qualified in their entirety
by reference to the full text of the Amended Supply Agreement filed as Exhibit 10.3
and the documents incorporated by reference as Exhibits 10.1 and 10.2 to
this Current Report Amendment Number 3 to Form 8-K/A and incorporated by
reference into this Item 1.01.
 
 
 


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SIGNATURE



     Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  


Date  November
16, 2015  
NVE
CORPORATION

(Registrant)



 /s/ CURT A. REYNDERS

Curt A. Reynders

Chief Financial Officer




 
 
 

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INDEX TO EXHIBITS



 



Exhibit #


Description



 


  10.1
Supply
Agreement by and between the company and Phonak AG (incorporated by reference
to the Form 8-K filed May 6, 2009).

 


  10.2+
Amendment
to Supply Agreement by and between the company and Phonak (incorporated by reference
to the Form 8-K/A filed January 12, 2011).

 


  10.3+
Second
Amendment to Supply Agreement by and between the company and Sonova AG (filed
with this Current Report on Form 8-K/A).

  


 

+Confidential portions of this exhibit were deleted and filed separately with
the SEC under a request for confidential treatment pursuant to Rule 24b-2 or Rule
406.













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