neomagic_8k-101409.htm
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)
October 12, 2009
NeoMagic
Corporation
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-22009
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77-0344424
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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780
Montague Expressway, #504, San Jose, California
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95131
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(408)
428-9725
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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01
Entry
into a Material Definitive Agreement
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As of October 12,
2009, NeoMagic Corporation (the "Company") entered into a Stock Purchase
Agreement ( the "Investor
SPA") with Attiva Capital Partners, Ltd. ("Attiva"); Bluestone
Financial Ltd., ("Bluestone")
and Mediastone LLC, ("Mediastone")
( collectively, the "Investors"), pursuant
to which the Company has agreed to sell, and the Investors have agreed to
purchase, an aggregate of 20,000,000 shares of Common
Stock at $0.03 per share, for a total consideration of $600,000, to
be paid on October 16, 2009 ( the "Closing
Date").
In connection with such purchase,
the Company has also agreed to issue to such Investors (i) Class A Warrants
entitling them to purchase an aggregate of 20,000,000 shares of the Company's
Common Stock at an exercise price of $0.06 per share; and (ii) Class B Warrants
entitling them to purchase an aggregate of 20,000,000 shares of the Common Stock
at an exercise price of $0.09 per share.
These Warrants will be exercisable
during the 2 year period following the Closing Date, subject to an earlier
termination of the exercise period by the Company, upon 30 days' notice to the
Investors, if the quoted bid price of the Common Stock in the "pink sheets" ( or
on a nationally recognized exchange or other trading system on which the Common
Stock may hereafter be listed) has been greater than 200% of the respective
Warrant's exercise price for a period of 15 consecutive trading days ( the
"Trading
Price Termination Event").
Pursuant to Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "1934
Act"), Mr. David Tomasello, who will be deemed to be the beneficial owner
of the Common Stock and the Warrants (collectively, the "Securities")
to be issued to Attiva and Bluestone under the Investor SPA, is currently the
beneficial owner of 14.9% of the Company's outstanding Common
Stock.
In addition, as of October 12, 2009,
the Company concurrently entered into a Stock Purchase Agreement (the "Employee
SPA") with its Chief Executive Officer, Chief Operating Officer and three
(3) other employees (collectively, the "Employee
Investors"), pursuant to which the Employee Investors have agreed to pay
$152,414 to the Company on the Closing Date, to purchase an aggregate of
5,080,480 shares of the Company's Common Stock at US$0.03 per share. In
connection with such purchase, the Company has agreed to issue to such Employee
Investors an aggregate of 2,540,240 Class A Warrants exercisable at $0.06 per
share and 2,540, 240 Class B Warrants, exercisable at $0.09 per share. All of
these two year Warrants will be identical in form to the Class A and Class B
warrants being issued to the Investors, except that the expiration date for
these warrants will not be subject to any acceleration following a Trading Price
Termination Event.
The Investor SPA and the Employee SPA
(collectively, the "SPA's)
provide that the Company will use the proceeds from the sale of the Securities
for general corporate purposes, including general and administrative expenses
and payment of outstanding liabilities, and not to redeem or repurchase the
Company's Securities.
The SPA's also contain certain
"piggy-back" registration rights, which require the Company to use all
reasonable efforts to register the Securities when and if it files a
registration statement under the Securities Act of 1933, as amended (the "Act"),
other than for an underwritten public offering or on a Form S-8 or S-4
registration statement with respect to employee stock options, employee benefits
plans or acquisitions.
The foregoing description of the
principal terms of the SPA's is a general description only and is subject to the
terms of the SPA's and the Warrant Agreements attached hereto as
Exhibits 10.29 - 10.30 and 4.13 - 4.16, all of which are incorporated
herein by this reference.
Item
5.01 Changes in Control of Registrant
As noted above, immediately prior to
the execution of the SPA's Mr. Tomasello
was deemed to be the beneficial owner of 14.9% of the Company's Common
Stock.
In addition, the 17,333,334 shares of
the Company's Common Stock to be issued to Bluestone and the 333,333 shares to
be issued to Attiva on the Closing Date, will also be deemed beneficially owned
by Mr. Tomasello, as will be the shares of Common Stock issuable upon exercise
of the Class A and Class B Warrants granted to Attiva and Bluestone, in light of
Mr. Tomasello's right to vote all of such shares. As a result, Mr. Tomasello
will be deemed to be the beneficial owner of more than a majority of the shares
of the Company's Common Stock deemed outstanding on the Closing Date for
purposes of Rule 13d-3 under the 1934 Act and this will constitute a "Change of
Control" of the Company.
Pursuant to their Employment Agreements
with the Company entered into as of May 1, 2006 for, Douglas R. Young, Chief
Executive Officer of the Company, and December 5, 2007 for Syed Zaidi, the
Company's Chief Operating Officer, are each entitled to receive a lump sum
payment equal to their respective $260,000 and $240,000 annual base salaries,
following such a Change of Control, regardless of whether they are terminated as
executive officers as of the Closing Date. Each of them has agreed to waive his
right to receive any Change of Control payment at that time, but will remain
entitled to receive a lump sum payment equal to his annual base salary, plus
certain medical and other benefits, if his employment is thereafter terminated
by the Company without "Cause", or he resigns with "Good Reason” (as such terms
are defined in Section 10 of his Employment Agreement), following a Change of
Control.
Attiva and Blue Stone are each
utilizing working capital to purchase the Securities which result in the Change
of Control.
5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangement of Certain Officers
In accordance with the Company's
by-laws, on October 13, 2009, the Board of Directors elected David Tomasello,
Jorge Granier-Phelps and Joseph Fitzgerald to serve as directors of the Company,
to fill three existing vacancies on the Board. The Board of Directors also
appointed Mr. Fitzgerald as Chair of the Audit Committee.
Item 7.01
Regulation
FD Disclosure.
On
October 15, 2009, the Company is issuing a press release regarding the sale
of the Securities, which is attached hereto as Exhibit 99.1. In accordance with
General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01
and in the attached press release is deemed to be “furnished” and is not deemed
to be “filed” for purposes of the Exchange Act.
Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
99.1 Press
Release, dated October 15, 2009
10.29
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Securities
Purchase Agreement dated October 12, 2009 by and between the Company and
named Private Investors
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10.30
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Securities
Purchase Agreement dated October 12, 2009 by and between the Company and
named Private Investors.
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4.13
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Class
A Warrant to named Private Investors, dated October 12,
2009
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4.14
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Class
B Warrant to named Private Investors, dated October 12,
2009
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4.15
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Class
A (Employee) Warrant to named Private Investors, dated October 12,
2009
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4.16
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Class
B (Employee) Warrant to named Private Investors, dated October 12,
2009
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(1) The
following Exhibits are filed as part of, or incorporated by reference into, this
Report:
10.16(11)
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Employment
Agreement dated May 1, 2006 between NeoMagic Corporation and Douglas R.
Young.
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10.25(19)
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Employment
Agreement dated December 5, 2007 between NeoMagic Corporation and Syed
Zaidi.
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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.
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(Registrant)
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Date:
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SYED
ZAIDI
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Chief
Operating Officer
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