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): September 19, 2008

 

 

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-23985		94-3177549
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2701 San Tomas Expressway, Santa Clara, CA		95050
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 486-2000

Not Applicable

(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:

 

¨	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))

 

 

 

---

Item 8.01

Other Events.

On September 19, 2008, NVIDIA Corporation entered into Memoranda of Understanding (“MOUs”) regarding the settlement of the previously disclosed stockholder derivative lawsuits relating to our historical stock option grant practices. The settlement is subject to the execution of definitive stipulations of settlement and preliminary and final approval of the respective courts. NVIDIA expects to provide more details regarding the terms of the settlement following the execution of the definitive stipulations of settlement.

---

SIGNATURES

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.

 

						NVIDIA Corporation
Date: September 22, 2008						By:		/s/    DAVID M. SHANNON
								David M. Shannon
								Senior Vice President, General Counsel and Secretary