エヌビディアコーポレーション 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | エヌビディアコーポレーション |
| カテゴリ | 外国会社臨時報告書 |
EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 令和2年5月12日
【会社名】 エヌビディアコーポレーション
(NVIDIA Corporation)
【代表者の役職氏名】 コーポレート・アフェアーズ担当副社長兼秘書役補佐
レベッカ・ピータース
(Rebecca Peters, Vice President, Corporate Affairs and Assistant
Secretary)
【本店の所在の場所】 アメリカ合衆国95051 カリフォルニア州 サンタクララ
サン・トーマス・エクスプレスウェイ 2788
(2788 San Tomas Expressway, Santa Clara, California 95051,
U.S.A.)
【代理人の氏名又は名称】 弁護士 松 添 聖 史
【代理人の住所又は所在地】 東京都港区六本木1-9-10
アークヒルズ仙石山森タワー28F
ベーカー＆マッケンジー法律事務所(外国法共同事業)
【電話番号】 03-6271-9900
【事務連絡者氏名】 弁護士 渡 邊 大 貴
弁護士 野 村 卓 矢
【連絡場所】 東京都港区六本木1-9-10
アークヒルズ仙石山森タワー28F
ベーカー＆マッケンジー法律事務所(外国法共同事業)
【電話番号】 03-6271-9900
【縦覧に供する場所】 なし
１ . 別段の記載がある場合を除き、本書に記載の「米ドル」及び「ドル」はアメリカ合衆国ドルを指す。本書に
おいて便宜上記載されている日本円は、１ドル＝ 107.18円の換算率(令和2年4月15日現在の株式会社三菱UFJ
銀行対顧客電信直物売買相場仲値)により換算されている。
２ . 本書中の表で計数が四捨五入されている場合、合計は計数の総和と必ずしも一致しない。
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EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
１ 【提出理由】
2020年4月27日、エヌビディアコーポレーション（以下「当社」(Company又はNVIDIA)という。）は、エヌビディア
コーポレーション全面改訂2012年従業員株式購入プラン（以下「本プラン」（Plan）という。）に基づく当社及び日本国
外の当社子会社の適格従業員（以下「適格従業員」(Eligible Employess)という。）に対する当社の普通株式を割引価格
で購入する権利（以下「新株予約権」（Stock Purchase Rights）という。）の付与に関する募集の申込みを開始した。
そのため、金融商品取引法第24条の5第4項及び企業内容等の開示に関する内閣府令第19条第2項第1号の規定により、
本臨時報告書を提出する。
２ 【報告内容】
(1) Type of Securities
Stock purchase rights under the NVIDIA Corporation Amended and Restated 2012 Employee Stock
Purchase Plan (the “Plan”). The stock purchase right is a note with a stock purchase right and with a
provision to amend the exercise price (Moving Strike Price Stock Options).
The offering is related to the solicitation of an offer for the grant of stock purchase rights to employees
who are eligible to participate in the Plan (the “Eligible Employees") of the Company and its subsidiaries
outside of Japan. The Plan was originally adopted at a meeting of the Compensation Committee of
NVIDIA's Board of Directors held on March 22, 2012 and was approved at a meeting of NVIDIA's
shareholders held on May 17, 2012. The amendment and restatement of the Plan was subsequently
approved by the Compensation Committee by unanimous electronic written consent on April 9, 2014 and
approved at a meeting of NVIDIA's shareholders held May 23, 2014. A further amendment and
restatement of the Plan was subsequently approved by the Compensation Committee by unanimous
electronic written consent on April 5, 2016 and approved at a meeting of NVIDIA's shareholders held
May 18, 2016. A further amendment of the Plan was subsequently approved at a meeting of the
Compensation Committee on December 11, 2017. A further amendment and restatement of the Plan was
subsequently approved at a meeting of the Compensation Committee on April 3, 2018 and approved at a
meeting of NVIDIA's shareholders held May 16, 2018. In addition, the Compensation Committee
authorized, by unanimous electronic written consent on August 6, 2012 and at a meeting of the
Compensation Committee on December 11, 2017 the grant of rights to purchase shares of the common
stock of NVIDIA (the “Common Stock") pursuant to the Plan for offerings beginning on or after
September 1, 2012 and March 1, 2018, respectively, to all the Eligible Employees of the Company and
its designated companies.
(2) Description of Stock Purchase Rights, etc.
(Note 1)
1. Number of Stock
265,974 in total (estimated)
Purchase Rights to be issued:
$ 0 (JPY 0)
2. Issue price:
3. Total issue amount:
$0 (JPY 0)
Total issue amount of Stock
Purchase Rights to be issued
$ 63,491,880.96
Sum of the total issue amount
(Note 2)
of Stock Purchase Rights to
(approximately JPY 6,805,059,801 ) in total (estimated)
be issued and the total
amount (estimate) of payment
upon exercise of the Stock
Purchase Right:
Common stock of the Company in registered form, par value $0.001
4. Type of Stock
subject to the Stock Purchase
Right:
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EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
There are provisions in the Certificate of Incorporation of the
5. Content of Stock
Company which provide that the Company may issue Preferred Stock
subject to the Stock Purchase
(par value $0.001 per share, authorized number of shares is
Right
2,000,000) from time to time in one or more series in addition to
Common stock. No Preferred Stock has been issued as of the
submission date of this document. The provision in relation to
Preferred Stock in the Certificate of Incorporation is as follows: “The
Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, by filing a
certificate (a “Preferred Stock Designation") pursuant to the Delaware
General Corporation Law, to fix or alter from time to time the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions of any wholly
unissued series of Preferred Stock, and to establish from time to time
the number of shares constituting any such series or any of them; and
to increase or decrease the number of shares of any series subsequent
to the issuance of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares
of any series shall be decreased in accordance with the foregoing
sentence, the shares constituting such decrease shall resume the status
that they had prior to the adoption of the resolution originally fixing
the number of shares of such series."
1 share per one stock purchase right
6. Number of shares of
(Note 3)
Stock subject to the Stock
265,974 shares in total (estimated)
Purchase Right:
$63,491,880.96 (approximately JPY 6,805,059,801 ) (estimate based
7. Amount of payment
(Note 4)
upon exercise of the Stock
on the stock price of the Company as of April 15, 2020)
Purchase Right:
August 31, 2020, February 26, 2021, August 31, 2021 and February
8. Exercise period of the
28, 2022
Stock Purchase Right:
Satisfies the eligibility to participate in the Plan and accumulates
9. Condition to exercise
contributions.
the Stock Purchase Right:
(Note 5)
10. Amount to be
$0.001 (approximately JPY 0.1) per share
transferred into capital out of the
issue price of the Stock issued, if
any, upon exercise of the Stock
Purchase Right:
Stock purchase rights are not transferable by a participant, except by
11. Matters relating to
will or the laws of descent and distribution, or by a beneficiary
transfer of Stock Purchase
designation in the event of a participant's death as provided in the
Right:
Plan.
The stock purchase rights will be granted to 2,968 Eligible Employees
12. Method of issue:
of the Company and its subsidiaries.
N/A.
13. Name or appellation of
underwriter:
Australia, Brazil, Canada, China, Czech Republic, Denmark, Finland,
14. Place of offering:
France, Germany, India, Israel, Italy, Netherlands, Russia, Singapore,
South Korea, Spain, Sweden, Switzerland, Taiwan, Ukraine, United
Kingdom and the United States
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EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
Total amount paid:
15. Amount and use of
(Note 2)
proceeds from new issue of
$ 63,491,880.96 (approximately JPY 6,805,059,801)
Stock:
Approximate amount of various related expenses for new issuance of
Stock:
$0 (approximately JPY 0)
Approximate amount of net proceeds:
$ 63,491,880.96 (approximately JPY 6,805,059,801 )
Use of proceeds: Approximate amount of net proceeds stated above is
to be used as general working capital, such as equipment fund,
payment of business expenses, etc., but its specific content, the
specific amount of expenditure for each use and the timing of
expenditures will be decided depending on the Company's business
necessity and is yet to be determined.
May 1, 2020
16. Date of new issue:
N/A.
17. Name of financial
instruments exchange, if the
securities reported in this
document are to be listed:
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EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
Stock purchase rights under the Plan are, in relation to an Offering
18. Characteristics of the
(Note 6)
note with stock purchase right
Period , the rights for the Eligible Employees, to whom stock
and with provision to amend
purchase rights are granted, to purchase of the Common Stock on the
exercise price:
(Note 7)
relevant Purchase Date , by applying their accumulated
contributions through payroll deductions in whole percentages, with a
maximum percentage of 10 percent of earnings during each Purchase
(Note 8)(Note 9)
Period .
The actual exercise price of the stock purchase right on each Purchase
Date is 85% of the Fair Market Value or the Common Stock on such
(Note 10)
Eligible Employee's Offering Date or 85% of the Fair Market
Value of the Common Stock on the Purchase Date, whichever is lower
(Note 11)
. Therefore, if the share price goes down during the Offering
Period, the number of shares of Stock to be purchased upon exercise of
the stock purchase right on the stock purchase right exercise date will
increase (as compared to how many would have been able to be
purchased if the exercise price was based on the share price on the
Eligible Employee's Offering Date). However, the amount of money
that an Eligible Employee elects to contribute to his or her purchase of
shares does not decrease if the exercise price decreases (as he or she
will just be able to purchase more shares at a lower price per share).
The maximum number of shares of Common Stock which may be
purchased pursuant to the Plan shall be 91,432,333. Please note that
shares of common stock that previously had been reserved for issuance
pursuant to outstanding purchase rights under the predecessor to the
Plan were subsequently issued and are no longer issuable pursuant to
the Plan. As of the filing date of this document, approximately
30,627,267 shares had been issued under the Plan and approximately
60,805,066 shares were available but reserved for future issuance.
However, on the occasion of capital adjustments (changes to the
Common Stock subject to the Plan or option (the “Right to Purchase")
to purchase the Common Stock granted under the Plan, or on any other
grounds which arise in connection with such Common Stock, after the
effective date of the Plan without the Company receiving
compensation, through absorption-type merger, consolidation-type
merger, entity conversion, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, large-scale
extraordinary cash dividend, stock split, liquidating dividend,
combination of shares, exchange of shares, reform of corporate
structures or any other equity restructuring transaction (this term is
used in Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or successor thereof)) similar to the above) the
board of directors would appropriately and proportionally adjust (i) the
class and maximum number of securities subject to the Plan, (ii) the
class, number and purchase price applied to the Right to Purchase, of
(Note 12)
securities subject to executor Offering and dormant Right to
Purchase, and (iii) the class and number of securities subject to
restriction on purchase based on each ongoing offering.
The purpose of the Plan is to provide a means by which Eligible
Employees of the Company and its parent companies and subsidiaries
may be given an opportunity to purchase the Common Stock. Since
employees may elect to participate in the Plan at their discretion and
the total amount of payment at the time of exercise of stock purchase
rights is dependent on the contributions from the payroll deductions
elected by the employees, there is no minimum requirement for the
exercise price or for the financing amount. Furthermore, as there is a
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EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
possibility that participants of the Plan may not satisfy conditions for
execution, this in turn may result in stock purchase rights being not
exercised. The Company does not have the right to purchase any stock
purchase rights.
Also refer to Note 13.
N/A.
19. Matters to be Noted in
Case of Allocation to Third
Party
(Note 1) The number of stock purchase rights shall be the same as the number of shares of Stock
subject to the Stock Purchase Rights.
(Note 2) Since the amount of contributions has not yet been determined, the “total amount (estimate) of
payment upon exercise of the Stock Purchase Right" shown here is the estimated maximum
contributions from 2,968 Eligible Employees.
(Note 3) The “Number of shares of Stock subject to the Stock Purchase Right" is the estimated amount
calculated by dividing the “total amount (estimate) of payment upon exercise of the Stock
Purchase Right" by the “Amount of payment upon exercise of the Stock Purchase Right". The
number of shares of Stock shown here is the estimated amount calculated by dividing the
maximum contributions from Eligible Employees ($ 63,491,880.96 ) (JPY 6,805,059,801) by
$ 238.71 (which is 85% of the closing price ($ 280.84 ) of the Company's common stock on April
15, 2020).
(Note 4) Because the amount of payment upon exercise of the stock purchase right has not yet been
determined, 85% ($ 238.71 ) of the closing price of the Common Stock as quoted on the Nasdaq
Global Select Market on April 15, 2020($ 280.84 ) is inserted. The actual amount of payment
upon exercise on each Purchase Date (as defined in Note 8) is 85% of the Fair Market Value of
the Company's common stock on the Eligible Employee's Offering Date (as defined in Note 10)
or 85% of that on the Purchase Date, whichever is lower.
Fair Market Value is the closing price for the Common Stock (or the closing bid if no sales were
reported) of the Company as quoted on the Nasdaq Global Select Market, on the date of
determination if that date is a trading day, or if that day is not a trading day, for the last market
trading day prior to the date of determination.
(Note 5) Out of the issue price, par value amount of $0.001 per share is treated as a capital amount and
the remaining amount is treated as additional paid-in capital.
(Note 6) Generally, an Offering Period is approximately twenty-four months in length and begins
every six months on or after each of March 1 and September 1. The Offering Period for this
offering is scheduled to begin on May 1, 2020 and end on February 28, 2022. However, there is
a possibility that an Offering Period would be reset automatically by a decline of the Fair Market
Value of the Common Stock.
(Note 7) The Purchase Dates are on or before February 28 (or February 29 in the event of a leap year)
and August 31. In this offering, each Purchase Date is scheduled to be August 31, 2020,
February 26, 2021, August 31, 2021 and February 28, 2022.
(Note 8) Each Offering Period is generally divided into four periods of approximately six months in
duration and each of such four periods is a Purchase Period. In this Offering, the Purchase
Periods are scheduled to begin and end as follows: begin on May 1, 2020 and end on August 31,
2020, begin on September 1, 2020 and end on February 26, 2021, begin on March 1, 2021 and
end on August 31, 2021, begin on September 1, 2021 and end on February 28, 2022.
(Note 9) The Stock Option Right of the Participants shall be exercised automatically on each Purchase
Date (August 31, 2020, February 26, 2021, August 31, 2021 and February 28, 2022). With
respect to the first dividends of surplus after exercise of the stock purchase rights, the Company
shall treat shares of the Common Stock acquired on or before a record date (that is fixed to
determine the stockholders entitled to receive payment of the dividends) by participants
exercising the stock purchase rights the same as other issued shares of the Common Stock
(excluding treasury shares held by the Company). However, a participant shall not be deemed to
be the holder of, or to have any of the rights of a holder with respect to, any shares subject to the
stock purchase rights granted under the Plan unless and until the shares issued or transferred to
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EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
the participant upon exercise of the share purchase rights under the Plan are recorded in the
books of the Company (or its transfer agent).
(Note 10) The Offering Date is generally the first day of the Offering Period. (If an Offering Date does
not fall on a trading day, then the Offering Date shall be the next subsequent trading day). In this
Offering, the Offering Date is May 1, 2020. Employees which are hired following the start of an
Offering may be permitted to enroll in such Offering and participation in the Plan will generally
commence on the first of the month following the employee's date of hire, to the extent
permitted by applicable laws.
(Note 11) If (i) at the market closing time on the first trading day of a new Purchase Period (the
“Decision Day") the fair market value of a share of the Common Stock is less than it was on the
Eligible Employee's Offering Date for that Offering Period and (ii) the length of the remaining
portion of the Offering Period is less than or equal to the length of the Offering Period that is
regularly scheduled to begin on the Decision Day, then the current ongoing Offering Period shall
immediately terminate and Participants in the terminated Offering Period shall automatically be
enrolled in the new Offering Period that starts on the Decision Day.
(Note 12) “Offering” means grant of Stock Purchase Rights to Eligible Employees.
(Note 13) Matters regarding the note with a stock purchase right and with a provision to amend the
exercise price:
(a) Reason to raise funds by issuing the notes with stock purchase rights and with a provision to
amend the exercise price
The main purpose of the Plan is not financing but to provide a means by which employees of the
Company and its parent companies and subsidiaries may be given an opportunity to purchase the
Common Stock of the Company.
(b) Description of a transaction that is scheduled to be conducted as derivative transaction or
other transaction set forth in Article 19 Paragraph 9 of the Cabinet Office Ordinance, if the
case falls under the case specified in the same paragraph.
N/A.
(c) Description of an arrangement between the acquirer of the shares. (Shall refer to those trying
to acquire the relevant notes, etc. with a stock purchase right and with a provision to amend
the exercise price, same shall apply hereinafter) and the reporting company, in connection
with the matters concerning the exercise of the right represented by the note with stock
purchase right and with a provision to amend the exercise price (including matters
concerning money and other properties to be paid in order to restrict the exercise of such
right).
Other than handling in accordance with the Plan, N/A. The maximum number of shares of
Common Stock an Eligible Employee may purchase on any Purchase Date in an Offering Period
shall be such number of shares as has a fair market value (determined as of the Eligible
Employee's Offering Date for such Offering Period) equal to (x) $25,000, minus (y) the fair
market value of any other shares of Common Stock purchased under the Plan (determined as of
the relevant Offering Date with respect to such shares) which are attributed to the calendar year
in which the Purchase Date occurs. Also, the maximum number of shares of Common Stock that
an Eligible Employee may purchase on any Purchase Date under an Offering shall not exceed
3,000 shares.
(d) Description of an arrangement between the acquirer of the shares and the reporting company
with respect to matters in connection with the sale and purchase (including short sale set
forth in Article 26-2-2 Paragraph 1 of the Enforcement Order of the Financial Instruments
and Exchange Act) of share certificates of the reporting company
N/A.
(e) Description of the arrangement, if known, between the acquirer of the shares and a specially
interested person of the reporting company in connection with the matters concerning the
leasing of share certificates of the reporting company
N/A.
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EDINET提出書類
エヌビディアコーポレーション(E26362)
外国会社臨時報告書
(f) Other matters necessary to ensure the protection of investors
N/A
(3) Amount of Capital and Outstanding Shares of the Company
(a) Amount of Capital :
Common stock and a dditional p aid- in c apital: US $ 7,046 million (JPY 755,190 million) as of January 26,
2020 .
(b) Number of Common [Issued] Shares :
Common shares : US $955 million shares as o f January 26 , 2020.
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