Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported)
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January
11, 2008
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NeoMagic
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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000-22009
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77-0344424
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3250
Jay Street, Santa Clara, California
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95054
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(408)
988-7020
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Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
January 11, 2008, NeoMagic Corporation (the "Company") entered into an agreement
(the "Agreement") to sell all right, title and interest in and to eighteen
of
the Company's U.S. patents and one U.S. patent application (the “Patents”) to
Faust Communications Holdings, LLC for $12.5 million. The effective date of
the
Agreement is January 17, 2008. The Agreement includes customary
representations and warranties for a transaction of this nature, including
representations regarding authority, title and validity. After payment of
expenses related to the negotiation of the Agreement, the Company will receive
approximately $9.5 million in net proceeds from the sale of the Patents. The
parties have agreed to use reasonable efforts to close the transaction on or
before February 21, 2008.
The
patents and patent application sold relate to certain of NeoMagic’s
non-essential patents. The Company has retained a worldwide, royalty-free,
non-exclusive, non-sublicensable license under all of the Patents. The Company
has no ongoing obligations under the Agreement.
During
the negotiations with respect to the Agreement, the Company was represented
by
The Consortium for Technology Licensing, Ltd. (the "Consortium"). The Consortium
will receive fees of approximately $3.0 million upon the closing of the sale
of
Patents under the Agreement.
Item
7.01 Regulation FD Disclosure.
On
January 16, 2008, NeoMagic Corporation issued a press release announcing the
agreement to sell eighteen U.S. patents and the rights to one U.S. patent
application for net proceeds of approximately $9.5 million. The full text of
the
press release is attached hereto as Exhibit 99.1 and is incorporated herein
by
reference.
This
information is furnished and shall not be deemed to be "filed."
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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Press
Release dated January 16, 2008, announcing entry into a patent sale
agreement.*
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*
Furnished, not filed.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NeoMagic
Corporation
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| Date:
January
17, 2008 |
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/s/
Steven P. Berry |
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Steven
P. Berry
|
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Chief
Financial Officer
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Exhibit
No.
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Description |
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| 99.1 |
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Press Release dated January 16, 2008,
announcing entry into a patent sale
agreement.* |
*
Furnished, not filed.