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)  August 2, 2011




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 an amendment to the lease agreement on the building housing our principal
executive offices and manufacturing facility.





Item 1.01 Entry into a Material Definitive Agreement

     On August 2, 2011
we executed a fourth amendment to the lease agreement between us and Carlson Real
Estate Company covering the building housing our principal executive offices and
manufacturing facility. The building consists of 21,362 square feet of offices,
laboratories, and production areas. Our lease would have expired December 31,
2015 without the fourth amendment. The fourth amendment extends the lease for an
additional term of five years, expiring December 31, 2020, and eliminates our right
to cancel the lease on December 31, 2012. The amendment provides for monthly base rent of
$13,422.46 in 2016, increasing approximately 2.5% each subsequent year during the extended term.
The amendment also limits increases in controllable operating expenses to
a maximum of 4% per year.



     The fourth amendment to the lease is filed as Exhibit 10.8.
 
 
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Item
9.01 Financial Statements and Exhibits





Exhibit #

Description


  10.1
Lease dated October 1, 1998 between the company and
Glenborough Properties, LP (incorporated by reference to our Quarterly Report
on Form 10-QSB for the period ended September 30, 2002).

 



   10.2
First amendment to lease between the
company and Glenborough Properties, LP dated September 18, 2002 (incorporated
by reference to our Quarterly Report on Form 10-QSB for the period ended September 30, 2002).

 



   10.3
Second amendment to lease between the company and Glenborough Properties, LP dated December 1,
2003 (incorporated by reference to our Quarterly Report on Form 10-QSB for the
period ended December 31, 2003).

 




  10.4
 Notification from Glenborough Properties, LP relating
to change in building ownership (incorporated by reference to our Current Report
on Form 8-K filed October 11, 2005).

 



   10.5

Notification from Carlson Real Estate Company, Inc. relating to change in building
ownership (incorporated by reference to our Current Report on Form 8-K filed October 11, 2005).

 



  10.6

Third amendment to lease between the company and Carlson Real Estate Company,
Inc. (incorporated by reference to our Current Report on Form 8-K/A filed December 20, 2007).

 



   10.7
Letter from Carlson Real Estate Services, LLC relating to transfer of building
title (incorporated by reference to our Current Report on Form 8-K/A filed April 15, 2011).

 



  10.8
Fourth amendment to lease between the company and the Barbara C. Gage Revocable Trust
(filed with this Current Report on Form 8-K/A).

 



 
 
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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  August 3, 2011
NVE CORPORATION
(Registrant)


 /s/ CURT A. REYNDERS

Curt A. Reynders

Chief Financial Officer

 
 
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