Filed Pursuant to Rule 424(b)(4) Registration No. 333-47495 PROSPECTUS 3,500,000 Shares [LOGO OF NVIDIA] COMMON STOCK ---------------- All of the Shares of Common Stock offered hereby are being sold by the Company. Prior to this offering, there has been no public market for the Common Stock of the Company. See "Underwriters" for a discussion of the factors to be considered in determining the initial public offering price. The Shares of Common Stock offered hereby have been approved for quotation on the Nasdaq National Market under the symbol "NVDA" subject to official notice of issuance. ---------------- THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING ON PAGE 6 HEREOF. ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- PRICE $12 A SHARE ---------------- Underwriting Price to Discounts and Proceeds to Public Commissions (1) Company (2) -------- --------------- ----------- Per Share............................... $12.00 $.84 $11.16 Total(3)................................ $42,000,000 $2,940,000 $39,060,000 - -------- (1) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriters." (2) Before deducting expenses payable by the Company estimated at $1,800,000. (3) The Company has granted the Underwriters an option, exercisable within 30 days of the date hereof, to purchase up to an aggregate of 525,000 additional Shares at the price to public less underwriting discounts and commissions for the purpose of covering over-allotments, if any. If the Underwriters exercise such option in full, the total price to public, underwriting discounts and commissions and proceeds to Company will be $48,300,000, $3,381,000 and $44,919,000, respectively. See "Underwriters." ---------------- The Shares are offered, subject to prior sale, when, as and if accepted by the Underwriters named herein and subject to approval of certain legal matters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Underwriters. It is expected that delivery of the Shares will be made on or about January 27, 1999 at the office of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor in immediately available funds. ---------------- MORGAN STANLEY DEAN WITTER HAMBRECHT & QUIST PRUDENTIAL SECURITIES INCORPORATED January 21, 1999