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) December 22, 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 1.01 Entry into a Material Definitive Agreement.

 

On December 22, 2005, NeoMagic Corporation (“NeoMagic”) entered into an amendment to NeoMagic’s 1998 Nonstatutory Stock Plan (the “Plan”). NeoMagic entered into this amendment to permit holders of certain stock options to voluntarily make irrevocable advance elections to reduce the exercise period for such stock options. These advance elections could qualify certain stock options for exemptions from the potentially unfavorable tax effects imposed by Section 409A of the Internal Revenue Code, and the proposed regulations issued thereunder (collectively, “Section 409A”).

 

Specifically, the Plan was amended to authorize and provide the framework necessary for the implementation of a short-term deferral exercise election; that is, certain eligible stock option holders may elect to exercise stock options that vest in a given calendar year by no later than March 15th of the following year.

 

If an option holder decides to make this election, the stock option agreement underlying the eligible stock options subject to the election will be automatically amended to the extent necessary to implement the election.

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: December 22, 2005  

/s/ Scott Sullinger

    Scott Sullinger
    Chief Financial Officer