As filed with the Securities and Exchange Commission on March 26, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NVIDIA CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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94-3177549
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2788 San Tomas Expressway
Santa Clara, California 95051
(408) 486-2000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Timothy S. Teter
Executive Vice President, General Counsel and Secretary
NVIDIA Corporation
2788
San Tomas Expressway
Santa Clara, California 95051
(408) 486-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Eric C.
Jensen
John T. McKenna
Cooley LLP
3175 Hanover
Street
Palo Alto, California 94304
(650) 843-5000
Approximate date of
commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per Unit(1)(2)
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Proposed
Maximum
Aggregate
Offering Price(1)(2)(3)
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Amount of
Registration Fee(4)
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Common Stock
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Preferred Stock
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Depositary Shares representing Preferred Stock
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Debt Securities
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Warrants
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Stock Purchase Contracts
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Stock Purchase Units
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Total
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(1)
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Not specified as to each class of securities to be registered, pursuant to General Instruction II.E. of Form S-3.
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(2)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being
registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or
represented by depositary shares.
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(3)
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Exclusive of accrued interest, distributions and dividends, if any.
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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, NVIDIA Corporation is
deferring payment of the registration fee.
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