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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 13, 2008
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NeoMagic Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-22009 77-0344424
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3250 Jay Street, Santa Clara, California 95054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 988-7020
Not Applicable
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 Results of Operations and Financial Condition
On March 13, 2008, NeoMagic Corporation issued a press release announcing its
financial results for the fourth quarter and fiscal year ended January 27, 2008.
The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information in this Current Report and its exhibit is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not be
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
The attached press release includes non-GAAP gross profit (loss), non-GAAP loss
from operations, non-GAAP net loss and non-GAAP net loss per share. The Company
excludes the following items for non-GAAP measures:
o Stock-based compensation expenses - These expenses represent the
amortization of the fair value of share-based payments made to
employees and members of our board of directors in the form of stock
options and purchases under the employee stock purchase plan in
accordance with Statement of Financial Accounting Standards ("SFAS")
No. 123 (R). The Company excludes stock-based compensation expenses
for its non-GAAP measures primarily because they are non-cash
expenses that NeoMagic does not believe are reflective of ongoing
operating results. Further, the Company believes that it is useful
to investors to understand the impact of the application of SFAS
123(R) to its results of operations.
o Gain on sale of patents - This gain represents net proceeds from the
sale of selected patents pursuant to a patent purchase agreement.
NeoMagic excludes this gain for its non-GAAP measures because the
Company believes it is not reflective of ongoing operating results.
o Gain (Loss) from change in fair value of warrant liability - The
Company is required to revalue the warrants from its December 2006
issuance of common stock and warrants at the end of each reporting
period with the change in value reported in the statement of
operations as a gain (loss) from change in fair value of warrant
liability. The Company excludes these gains and losses for its
non-GAAP measures since they are non-cash and NeoMagic does not
believe they are reflective of ongoing operating results.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release of NeoMagic Corporation dated March 13, 2008
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.
NeoMagic Corporation
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(Registrant)
Date: March 13, 2008 /s/ Steven P. Berry
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Steven P. Berry
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of NeoMagic Corporation dated March 13, 2008.