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As filed with the Securities and Exchange Commission on September 26, 2001
Registration No. __________________
UNITED STATES
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)
DELAWARE 77-0344424
(State or incorporation) (I.R.S. Employer Identification No.)
3250 Jay Street
Santa Clara, California 95054
(Address, including zip code, of principal executive offices)
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1997 EMPLOYEE STOCK PURCHASE PLAN
AMENDED 1993 STOCK PLAN
(Full Title of the Plans)
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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)
Copy to:
MICHAEL J. DANAHER, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered (1) per Share (2) Price (3) Fee (4)
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Additional Common Stock,
par value $0.001 per share,
for 1997 Plan 700,000 $ 2.77 $1,939,000 $ 484.75
Additional Common Stock,
par value $0.001 per share,
for 1993 Plan 1,375,000 $ 2.77 $3,808,750 $ 952.19
===============================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The estimated Proposed Maximum Offering Price was estimated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, whereby the per share price
was determined by reference to the average of the high and low prices of the
Registrant's Common Stock on the Nasdaq National Market on September 24, 2001
which average was $2.77.
(3) The proposed Maximum Offering Price was estimated pursuant to Rule 457(h)
under the Securities Act of 1933, as amended, based on the proposed maximum
offering price per share as described in note (2).
(4) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. Amount of the Registration Fee was calculated pursuant to
Section 6(b) of the Securities Act of 1933, as amended, and was determined by
multiplying the aggregate offering amount by 0.000250.
Pursuant to General Instruction E to Form S-8, Registration Statement
No. 333-30843 on Form S-8, filed with the Securities and Exchange Commission on
July 7, 1997 relating to NeoMagic Corporation's 1997 Employee Stock Purchase
Plan and Amended 1993 Stock Plan (collectively the "Plans"), including all
amendments thereto, is hereby incorporated by reference in this Registration
Statement, and any subsequent amendments thereto shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of any such amendments. The shares of NeoMagic Corporation Common Stock
and plan interests registered on this Registration Statement are in addition to
shares previously registered for issuance pursuant to the Plans on Registration
Statement Nos. 333-50406 and 333-57217.
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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:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 28, 2001;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 29, 2001;
(c) The Registrant's definitive Proxy Statement dated May 10, 2001 filed
in connection with the Company's 2001 Annual Meeting of Stockholders;
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 29, 2001;
(e) 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 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.
Omitted pursuant to General Instruction E to Form S-8.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER
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4.1 1997 Employee Stock Purchase Plan
4.2 1993 Amended Stock Plan
5 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 Power of Attorney
ITEM 9. UNDERTAKINGS.
Omitted pursuant to General Instruction E to Form S-8.
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,
2001.
NEOMAGIC CORPORATION
By: /s/ Stephen T. Lanza
Stephen T. Lanza,
Chief Financial Officer
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NEOMAGIC CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER
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4.1 1997 Employee Stock Purchase Plan
4.2 1993 Amended Stock Plan
5 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 Power of Attorney