SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NEOMAGIC CORPORATION
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
6404972202
(CUSIP Number)
December 31, 2008
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 640497202 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RAFFLES ASSOCIATES, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
Less than 5% of the number of outstanding shares of any
NUMBER OF class of capital stock of the Issuer
SHARES ----------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ----------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
Less than 5% of the number of outstanding shares of any
class of capital stock of the Issuer
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7 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5% of the number of outstanding shares of any class of capital
stock of the Issuer
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% of the number of outstanding shares of any class of capital
stock of the Issuer
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12 TYPE OF REPORTING PERSON*
PN
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Item 1(a). Name of Issuer:
Neomagic Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
3250 Jay Street, Santa Clara, CA 95054
Item 2(a). Name of Person Filing:
Raffles Associates, L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
2 Penn Plaza, Suite 1920A, New York, NY 10121
Item 2(c). Citizenship:
Not Applicable.
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value.
Item 2(e). CUSIP Number:
0640497202
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or Dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the
Act.
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act.
(e) |_| Investment Adviser registered under Section 203 of the
Investment Advisors Act of 1940.
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) |_| Parent Holding Company in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
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(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act.
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this Statement is filed pursuant to Rule 13d-1(c), check
this box |X|.
Item 4. Ownership.
(a) Amount beneficially owned: Less than 5% of the number
of outstanding shares of any
class of capital stock of
the Issuer
(b) Percent of Class: Less than 5% of the number
of outstanding shares of any
class of capital stock of
the Issuer
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition
of:
(iv) Shared Power to dispose or to direct the
disposition of:
Item 5. Ownership of Five Percent or Less of a Class. If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. |X|.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: January 29, 2009
RAFFLES ASSOCIATES, L.P.
By: RAFFLES CAPITAL ADVISORS, LLC,
General Partner
By: /s/ Paul H. O'Leary
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Name: Paul H. O'Leary
Title: Managing Member
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