================================================================================
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 9, 2005
----------
NEOMAGIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-22009 77-0344424
------------------------------- --------------- -------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) 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 December 12, 2005, NeoMagic Corporation issued a press release
announcing that its outstanding Mandatorily Redeemable Series B Convertible
Preferred Stock (the "Series B Preferred Stock") was converted into 869,565
shares of common stock on December 9, 2005. As a result, NeoMagic no longer has
Series B Preferred Stock outstanding.
The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release of NeoMagic Corporation dated December 12, 2005.
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 12, 2005 /s/ Scott Sullinger
------------------------------
Scott Sullinger
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------------------------------------------------------------
99.1 Press Release of NeoMagic Corporation dated December 12, 2005.