Form 8-K

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

 

Date of Report (Date of earliest event reported)             March 30, 2005            

 


 

NeoMagic Corporation

(Exact name of registrant as specified in its charter)

 

Delaware


 

000-22009


 

77-0344424


(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

3250 Jay Street, Santa Clara, California


 

95054


(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code             (408) 988-7020            

                                    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):

 

¨    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))

 



Item 8.01.    Other Events.

 

On March 11, 2005, NeoMagic Corporation (the “Company”) received a notice from the Nasdaq Stock Market that, due to a then recent vacancy on the Audit Committee of its Board of Directors, it was no longer in compliance with the audit committee composition requirement under rule 4350 (the “Rule”) requiring at least three independent members. Subsequently, on March 25, 2005, Brian Dougherty was appointed to the Audit Committee.

 

On March 30, 2005, the Company received a notice from the Nasdaq Stock Market that, due to the recent appointment of Brian Dougherty to the Audit Committee, it was now in compliance with the audit committee composition requirement under the Rule requiring at least three independent members.


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


     (Registrant)

Date:        March 30, 2005        

  

/s/    Scott Sullinger        


    

Scott Sullinger

Chief Financial Officer