content: 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)    March 28, 2005
                                                      --------------
  
                                   NVE Corporation
                                   ---------------
               (Exact name of registrant as specified in its charter)
  
           Minnesota                     000-12196                 41-1424202
  -------------------------------------------------------------------------------
  (State or other jurisdiction          (Commission             (IRS Employer
        of incorporation)               File Number)          Identification No.)
  
  
  11409 Valley View Road, Eden Prairie, Minnesota                        55344
  -------------------------------------------------------------------------------
      (Address of principal executive offices)                         (Zip Code)
  
  Issuer'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 (1 7 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17 CFR 240.13e-4(c))
  
  <PAGE>
  
  Item 1.01 Entry into a Material Definitive Agreement.
  
  On March 28, 2005 the Compensation Committee of our Board of Directors approved
  an immediate and full acceleration of vesting of all stock options outstanding
  under the NVE Corporation 2000 Stock Option Plan as Amended July 19, 2001 with
  an exercise price greater than $20 per share (the "Acceleration").
  
  The closing per share price of the company's common stock on the Nasdaq
  SmallCap Market on March 28, 2005 was $16.93. For book reporting purposes, no
  compensation expense will be recognized related to the Acceleration as the
  affected options had exercise prices higher than the fair value of the
  underlying common stock on the effective date of the Acceleration.
  
  The Company will amend all relevant option agreements to reflect the
  Acceleration.
  
  The Acceleration was approved in anticipation of the impact of Financial
  Accounting Standards Board SFAS No. 123(R), which requires the expensing of
  unvested options. Public entities that do not file as small business issuers
  will be required to apply SFAS No. 123(R) as of the first interim reporting
  period that begins after June 15, 2005. We do not expect to be eligible to file
  as a small business issuer in the fiscal year ending March 31, 2006.
  Accordingly, we expect to adopt SFAS No. 123(R) commencing with the quarter
  that begins July 1, 2005.
  
  As a result of the Acceleration, out-of-the-money options to purchase 42,125
  shares of the company's common stock became immediately exercisable as of March
  28, 2005. The following table summarizes such shares by range of exercise
  price:
  
                Range of Exercise Price      Accelerated Shares
                -----------------------      ------------------
                   $20.00 - $34.99                 35,000
                   $35.00 - $49.99                  5,250
                   $50.00 - $59.99                  1,875
                                                   ------
                   Total Shares                    42,125
  
  Of the total shares accelerated, executive officers and directors of the
  company hold options to purchase 39,500 shares of common stock as follows:
  
  Officer or Director        Per Share Exercise Price       Accelerated Shares
  ---------------------      ------------------------       ------------------
  Daniel A. Baker                    $29.65                       35,000
  Patricia M. Hollister              $37.38                        4,500
                                                                  ------
  Total shares held by executive officers and directors           39,500
  
  Copies of the amendments to the stock option agreements of Mr. Baker and Ms.
  Hollister are filed as Exhibits 10.1 and 10.2 to this Current Report.
  
  
                                         -2-
  
  <PAGE>
  
  Item 9.01 Financial Statements and Exhibits.
  (c) Exhibits:
  
  The following exhibits are filed as a part of this Current Report:
  
  Exhibit                              Description
  -------                              -----------
   10.1         Amendment No. 1 dated March 28, 2005 to Stock Option Agreement
                dated May 7, 2004 between the Company and Daniel A. Baker
  
   10.2         Amendment No. 1 dated March 28, 2005 to Stock Option Agreement
                dated August 17, 2004 between the Company and Patricia M.
                Hollister
  
  
                                         -3-
  
  <PAGE>
  
                                      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.
  
                                              NVE CORPORATION
                                               (Registrant)
  
  Date  March 30, 2005                      /s/ Daniel A. Baker
                                            -------------------
                                            By: Daniel A. Baker
                                            President and Chief Executive Officer
  
  
  
                                         -4-
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "accel8-k.txt", "secsgml_size_bytes": 6121}]
metadata_filer: {"company-data": {"conformed-name": "NVE CORP /NEW/", "cik": "0000724910", "assigned-sic": "3674", "irs-number": "411424202", "state-of-incorporation": "MN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12196", "film-number": "05714921"}, "business-address": {"street1": "11409 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "9528299217"}, "mail-address": {"street1": "11409 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}, "former-company": {"former-conformed-name": "PREMIS CORP", "date-changed": "19920703"}}
text: 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)    March 28, 2005
                                                      --------------
  
                                   NVE Corporation
                                   ---------------
               (Exact name of registrant as specified in its charter)
  
           Minnesota                     000-12196                 41-1424202
  -------------------------------------------------------------------------------
  (State or other jurisdiction          (Commission             (IRS Employer
        of incorporation)               File Number)          Identification No.)
  
  11409 Valley View Road, Eden Prairie, Minnesota                        55344
  -------------------------------------------------------------------------------
      (Address of principal executive offices)                         (Zip Code)
  
  Issuer'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 (1 7 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 1.01 Entry into a Material Definitive Agreement.
  
  On March 28, 2005 the Compensation Committee of our Board of Directors approved
  an immediate and full acceleration of vesting of all stock options outstanding
  under the NVE Corporation 2000 Stock Option Plan as Amended July 19, 2001 with
  an exercise price greater than $20 per share (the "Acceleration").
  
  The closing per share price of the company's common stock on the Nasdaq
  SmallCap Market on March 28, 2005 was $16.93. For book reporting purposes, no
  compensation expense will be recognized related to the Acceleration as the
  affected options had exercise prices higher than the fair value of the
  underlying common stock on the effective date of the Acceleration.
  
  The Company will amend all relevant option agreements to reflect the
  Acceleration.
  
  The Acceleration was approved in anticipation of the impact of Financial
  Accounting Standards Board SFAS No. 123(R), which requires the expensing of
  unvested options. Public entities that do not file as small business issuers
  will be required to apply SFAS No. 123(R) as of the first interim reporting
  period that begins after June 15, 2005. We do not expect to be eligible to file
  as a small business issuer in the fiscal year ending March 31, 2006.
  Accordingly, we expect to adopt SFAS No. 123(R) commencing with the quarter
  that begins July 1, 2005.
  
  As a result of the Acceleration, out-of-the-money options to purchase 42,125
  shares of the company's common stock became immediately exercisable as of March
  28, 2005. The following table summarizes such shares by range of exercise
  price:
  
                Range of Exercise Price      Accelerated Shares
                -----------------------      ------------------
                   $20.00 - $34.99                 35,000
                   $35.00 - $49.99                  5,250
                   $50.00 - $59.99                  1,875
                                                   ------
                   Total Shares                    42,125
  
  Of the total shares accelerated, executive officers and directors of the
  company hold options to purchase 39,500 shares of common stock as follows:
  
  Officer or Director        Per Share Exercise Price       Accelerated Shares
  ---------------------      ------------------------       ------------------
  Daniel A. Baker                    $29.65                       35,000
  Patricia M. Hollister              $37.38                        4,500
                                                                  ------
  Total shares held by executive officers and directors           39,500
  
  Copies of the amendments to the stock option agreements of Mr. Baker and Ms.
  Hollister are filed as Exhibits 10.1 and 10.2 to this Current Report.
  
                                         -2-
  Item 9.01 Financial Statements and Exhibits.
  (c) Exhibits:
  
  The following exhibits are filed as a part of this Current Report:
  
  Exhibit                              Description
  -------                              -----------
   10.1         Amendment No. 1 dated March 28, 2005 to Stock Option Agreement
                dated May 7, 2004 between the Company and Daniel A. Baker
  
   10.2         Amendment No. 1 dated March 28, 2005 to Stock Option Agreement
                dated August 17, 2004 between the Company and Patricia M.
                Hollister
  
                                         -3-
  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.
  
                                              NVE CORPORATION
                                               (Registrant)
  
  Date  March 30, 2005                      /s/ Daniel A. Baker
                                            -------------------
                                            By: Daniel A. Baker
                                            President and Chief Executive Officer
  
                                         -4-