As filed with the Securities and Exchange Commission on September 22, 2003

Registration No. 333-         

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NEOMAGIC CORPORATION

(Exact name of Registrant as specified in its charter)

 

3250 Jay Street

Santa Clara, California 95054

(Address of principal executive offices)

1997 EMPLOYEE STOCK PURCHASE PLAN

1998 NONSTATUTORY STOCK OPTION PLAN

2003 STOCK PLAN

(Full title of the plan)

Prakash Agarwal

President and Chief Executive Officer

NEOMAGIC CORPORATION

3250 Jay Street

Santa Clara, California 95054

(Name and address of agent for service)

(408) 988-7020

(Telephone number, including area code, of agent for service)

Copies to:

Michael J. Danaher, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Additional Common Stock, par value $0.001 per share, reserved for 1997 Employee Stock Purchase Plan (1)		700,000 shares		$2.33		$1,631,000		$131.95
Additional Common Stock, par value $0.001 per share, reserved for 1998 Nonstatutory Stock Option Plan (2)		1,600,000 shares		$2.75		$4,400,000		$355.96
Common Stock, $0.001 par value, reserved under 2003 Stock Plan (2)		1,431,246 (3)		$2.75		$3,935,927		$318.42
Total Maximum Aggregate Offering Price						$9,966,927		$806.33
Total Registration Fees								$806.33

(1)          The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) and (c) under the Securities Act of 1933, as amended (the “Securities Act”) solely for the purpose of calculating the registration fee.  The computation is based upon 85% of the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on September 19, 2003.  Pursuant to the 1997 Employee Stock Purchase Plan, which plan is incorporated by reference herein, the Purchase Price of a share of Common Stock shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or the Exercise Date, whichever is lower.

(2)          The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) and (c) under the Securities Act solely for the purpose of calculating the registration fee.  The computation is based upon the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on September 19, 2003.

(3)          Includes 931,246 shares of Common Stock that have been reserved but not issued under the 1993 Stock Plan as of the date of this Form S-8 Registration Statement.

 

NEOMAGIC CORPORATION

REGISTRATION STATEMENT ON FORM S-8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference in this Registration Statement the following documents and information which have been filed with the Securities and Exchange Commission:

•                  The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003.

•                  The Registrant’s Current Report on Form 8-K filed on August 18, 2003.

•                  The Registrant’s Current Report on Form 8-K filed on May 15, 2003.

•                  The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2003.

•                  The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2003.

The description of the Registrant’s Common Stock to be offered hereby is contained in the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 17, 1997 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant’s Restated Certificate of Incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director.  The Registrant’s Bylaws provide that the Registrant shall indemnify its officers and directors and may indemnify its employees and other agents to the fullest extent permitted by Delaware law.  The Registrant has entered into indemnification agreements with its officers and directors containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law.  The indemnification agreements require the Registrant, among other things, to

 

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indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors’ and officers’ insurance, if available on reasonable terms.  The Registrant believes that these agreements are necessary to attract and retain qualified persons as directors and officers, and the Registrant has obtained directors’ and officers’ insurance.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer, employee or agent of the corporation or was serving at the request of the corporation, against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		1997 Employee Stock Purchase Plan (incorporated by reference to the Registrant’s annual report on Form 10-K for the fiscal year ended January 31, 1999)
4.2		1998 Nonstatutory Stock Option Plan (incorporated by reference to the Registrant’s registration statement on Form S-1, registration no. 333-2031)
4.3		2003 Stock Plan
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of securities being registered
23.1		Consent of Ernst & Young LLP, Independent Auditors
23.2		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5)
24.1		Power of Attorney (included in signature page)

ITEM 9.  UNDERTAKINGS.

(a)           The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

 

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(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) above shall not apply if the information required to be included in a post-effective amendment by these clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on September 19, 2003.

	NEOMAGIC CORPORATION
	By:	/s/ STEPHEN T. LANZA
		Stephen T. Lanza, Chief Financial Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Prakash Agarwal and Stephen Lanza, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8 and to perform any acts necessary in order to file such amendments, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or their or his or her substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

 

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REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS