As filed with the Securities and Exchange Commission on September 22, 2003
Registration No. 333-70222
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1
To
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NEOMAGIC CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware |
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77-0344424 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
3250 Jay Street
Santa Clara, California 95054
(Address of principal executive offices)
AMENDED 1993 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
EXPLANATORY NOTE
The Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-70222) relating to 1,375,000 shares of the Registrant’s Common Stock (the “Registered Shares”) pursuant to its Amended 1993 Stock Plan (the “1993 Plan”), filed with the Securities and Exchange Commission on September 26, 2001. The Registrant has adopted the 2003 Stock Plan (the “2003 Plan”) to which shares remaining available for issuance under the 1993 Plan, which expires at the end of 2003, shall be transferred for the purpose of future employee stock option grants under the 2003 Plan. As of September 19, 2003, a total of 431,246 shares of the Registered Shares were available for issuance under the 1993 Plan. This Post-Effective Amendment is being filed to deregister all shares of the Registrant’s stock reserved for issuance under the 1993 Plan that have not yet been issued.
Accordingly, the Registrant hereby removes from registration the 431,246 shares of Common Stock that were registered but unsold under the Registration Statement.
This Post-Effective Amendment is not intended to apply to the shares of Common Stock from the Registrant’s 1997 Employee Stock Purchase Plan or 1998 Nonstatutory Stock Option Plan registered under Registration Statement Form S-8 (File No. 333-70222) filed with the Securities and Exchange Commission on September 26, 2001.
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 Post-Effective Amendment No. 1 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.
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NEOMAGIC CORPORATION |
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By: |
/s/ Stephen T. Lanza |
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Stephen T. Lanza, Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated:
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Title |
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Date |
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/s/ Prakash Agarwal* |
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President, Chief Executive Officer and |
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September 19, 2003 |
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Prakash Agarwal |
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Director (Principal Executive Officer) |
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/s/ Stephen T. Lanza |
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Chief Financial Officer (Principal |
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September 19, 2003 |
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Stephen T. Lanza |
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Financial and Accounting Officer) |
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/s/ Brian Dougherty* |
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Director |
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September 19, 2003 |
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Brian Dougherty |
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/s/ James Lally* |
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Director |
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September 19, 2003 |
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James Lally |
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/s/ Dr. Anil K. Gupta* |
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Director |
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September 19, 2003 |
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Dr. Anil K. Gupta |
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/s/ Paul Richman* |
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Director |
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September 19, 2003 |
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Paul Richman |
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/s/ Carl Stork* |
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Director |
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September 19, 2003 |
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Carl Stork |
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By: |
/s/ STEPHEN T. LANZA |
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Stephen T. Lanza |
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Attorney-in-Fact |
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* By power of attorney |
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