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):      July 19, 2001
                                                         -------------
  
                                   NVE Corporation
                                   ---------------
                (Exact name of registrant as specified in its charter)
  
  
                                      Minnesota
                                      ---------
                    (State or other jurisdiction of incorporation)
  
  
  
          0-12196                                                      41-1424202
  ----------------------                                    ---------------------
  Commission File Number                                          I.R.S. Employer
                                                            Identification number
  
  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
                                                  --------------
  <PAGE>
  Item 4. Changes in Registrant's Certifying Accountants.
  
  The shareholders of NVE Corporation ("the Company") approved the engagement of
  Ernst & Young, LLP ("E&Y") as the Company's independent auditors at the
  Company's 2001 Annual Meeting of Shareholders on July 19, 2001 (the "Annual
  Meeting").
  
  NVE Corporation was formed on November 21, 2000, with the merger of Nonvolatile
  Electronics, Incorporated ("Nonvolatile") and NVE Corporation, f/k/a Premis
  Corporation ("PREMIS"). Prior to the merger, E&Y was Nonvolatile's independent
  auditors, and PricewaterhouseCoopers, LLP ("PwC") was PREMIS' independent
  auditors.
  
  The merger was accounted for using the reverse purchase method of accounting.
  As the Company issued shares of common stock of NVE Corporation in exchange for
  outstanding shares of common stock of Merged NVE, the pre-merger shareholders
  of the Company retain approximately 6% of the outstanding shares of common
  stock of the Company. In applying generally accepted accounting principles
  ("GAAP"), the merger was accounted for as a reverse acquisition by Merged NVE.
  Under GAAP, the merger is deemed to be equivalent, for accounting purposes, to
  Merged NVE's issuance of its capital stock in exchange for the fair market
  value of the assets and liabilities of the Company. Nonvolatile discussed the
  application of accounting principles in the merger with E&Y.
  
  On March 20, 2001, prior to the formal engagement of E&Y as the Company's
  independent auditors, the Board of Directors, upon recommendation of the
  Company's Audit Committee, had engaged E&Y to act as the Company's independent
  auditors and to perform the Audit for the year ended March 31, 2001 on a
  contingent basis subject to approval by the shareholders at the Annual Meeting.
  The Board of Directors recommended the engagement of E&Y to the Company's
  shareholders to provide efficiency in the audit function following the merger
  as E&Y had been engaged by Nonvolatile as its independent auditor as of and for
  the years ended December 31, 1990 through the date of the merger.
  
  On June 28, 2001, the Company informed PwC of the Board of Directors' approval
  of the dismissal of PwC as the Company's independent accountants and engagement
  E&Y effective July 19, 2000. The reports of PwC on PREMIS' financial statements
  for the fiscal-years ended March 31, 2000 and 1999 did not contain any adverse
  opinion or disclaimer of opinion and were not qualified or modified as to
  uncertainty, audit scope or accounting principle. PwC did not audit or review
  any financial statements of PREMIS for any date or any period subsequent to
  March 31, 2000, nor did PwC provide any other professional services to PREMIS
  as of any date or for any period subsequent to the date of their report (June
  26, 2000) on the financial statements as of and for the year ended March 31,
  2000. Furthermore, PwC did not audit or review any financial statements of
  either the Company or Nonvolatile as of any date or for any period, nor did PwC
  provide any other professional services to the Company or Nonvolatile.
  
  In connection with its audits of the financial statements of PREMIS for fiscal
  years ended March 31, 2000 and 1999 and through June 28, 2001, there were no
  disagreements with PwC within the meaning of Instruction 4 of Item 304 of
  Regulation S-B of the Securities and Exchange Commission ("SEC") on any matter
  of accounting principles or practices, financial statement disclosure or
  auditing scope or procedure which, if not resolved to PwC's satisfaction, would
  have caused PwC to make reference to the subject matter of the disagreement in
  connection with its reports on PREMIS' financial statements. Furthermore, with
  respect to PREMIS, during the fiscal years ended March 31, 2000 and 1999, there
  were no "reportable events" (as defined in Item 304(a) (1) (iv) (B) of
  Regulation S-B of the SEC).
  <PAGE>
  The Company has requested that PwC furnish it with a letter addressed to the
  SEC stating whether or not it agrees with the above statements. A copy of such
  letter, dated July 16, 2001, is filed as Exhibit 16 to this Form 8-K.
  
  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
  
  Date: July 20, 2001                       /s/ Daniel A. Baker
                                            -------------------
                                            By: Daniel A. Baker
                                            President and Chief Executive Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "ey8-k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6116}]
metadata_filer: {"company-data": {"conformed-name": "NVE CORP /NEW/", "cik": "0000724910", "assigned-sic": "7372", "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": "1684990"}, "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):      July 19, 2001
                                                         -------------
  
                                   NVE Corporation
                                   ---------------
                (Exact name of registrant as specified in its charter)
  
                                      Minnesota
                                      ---------
                    (State or other jurisdiction of incorporation)
  
          0-12196                                                      41-1424202
  ----------------------                                    ---------------------
  Commission File Number                                          I.R.S. Employer
                                                            Identification number
  
  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
                                                  --------------
  Item 4. Changes in Registrant's Certifying Accountants.
  
  The shareholders of NVE Corporation ("the Company") approved the engagement of
  Ernst & Young, LLP ("E&Y") as the Company's independent auditors at the
  Company's 2001 Annual Meeting of Shareholders on July 19, 2001 (the "Annual
  Meeting").
  
  NVE Corporation was formed on November 21, 2000, with the merger of Nonvolatile
  Electronics, Incorporated ("Nonvolatile") and NVE Corporation, f/k/a Premis
  Corporation ("PREMIS"). Prior to the merger, E&Y was Nonvolatile's independent
  auditors, and PricewaterhouseCoopers, LLP ("PwC") was PREMIS' independent
  auditors.
  
  The merger was accounted for using the reverse purchase method of accounting.
  As the Company issued shares of common stock of NVE Corporation in exchange for
  outstanding shares of common stock of Merged NVE, the pre-merger shareholders
  of the Company retain approximately 6% of the outstanding shares of common
  stock of the Company. In applying generally accepted accounting principles
  ("GAAP"), the merger was accounted for as a reverse acquisition by Merged NVE.
  Under GAAP, the merger is deemed to be equivalent, for accounting purposes, to
  Merged NVE's issuance of its capital stock in exchange for the fair market
  value of the assets and liabilities of the Company. Nonvolatile discussed the
  application of accounting principles in the merger with E&Y.
  
  On March 20, 2001, prior to the formal engagement of E&Y as the Company's
  independent auditors, the Board of Directors, upon recommendation of the
  Company's Audit Committee, had engaged E&Y to act as the Company's independent
  auditors and to perform the Audit for the year ended March 31, 2001 on a
  contingent basis subject to approval by the shareholders at the Annual Meeting.
  The Board of Directors recommended the engagement of E&Y to the Company's
  shareholders to provide efficiency in the audit function following the merger
  as E&Y had been engaged by Nonvolatile as its independent auditor as of and for
  the years ended December 31, 1990 through the date of the merger.
  
  On June 28, 2001, the Company informed PwC of the Board of Directors' approval
  of the dismissal of PwC as the Company's independent accountants and engagement
  E&Y effective July 19, 2000. The reports of PwC on PREMIS' financial statements
  for the fiscal-years ended March 31, 2000 and 1999 did not contain any adverse
  opinion or disclaimer of opinion and were not qualified or modified as to
  uncertainty, audit scope or accounting principle. PwC did not audit or review
  any financial statements of PREMIS for any date or any period subsequent to
  March 31, 2000, nor did PwC provide any other professional services to PREMIS
  as of any date or for any period subsequent to the date of their report (June
  26, 2000) on the financial statements as of and for the year ended March 31,
  2000. Furthermore, PwC did not audit or review any financial statements of
  either the Company or Nonvolatile as of any date or for any period, nor did PwC
  provide any other professional services to the Company or Nonvolatile.
  
  In connection with its audits of the financial statements of PREMIS for fiscal
  years ended March 31, 2000 and 1999 and through June 28, 2001, there were no
  disagreements with PwC within the meaning of Instruction 4 of Item 304 of
  Regulation S-B of the Securities and Exchange Commission ("SEC") on any matter
  of accounting principles or practices, financial statement disclosure or
  auditing scope or procedure which, if not resolved to PwC's satisfaction, would
  have caused PwC to make reference to the subject matter of the disagreement in
  connection with its reports on PREMIS' financial statements. Furthermore, with
  respect to PREMIS, during the fiscal years ended March 31, 2000 and 1999, there
  were no "reportable events" (as defined in Item 304(a) (1) (iv) (B) of
  Regulation S-B of the SEC).
  The Company has requested that PwC furnish it with a letter addressed to the
  SEC stating whether or not it agrees with the above statements. A copy of such
  letter, dated July 16, 2001, is filed as Exhibit 16 to this Form 8-K.
  
  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
  
  Date: July 20, 2001                       /s/ Daniel A. Baker
                                            -------------------
                                            By: Daniel A. Baker
                                            President and Chief Executive Officer