x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
DELAWARE
|
77-0344424
|
|
(State
or Other Jurisdiction
|
(I.R.S.
Employer Identification No.)
|
|
of
Incorporation or Organization)
|
||
780
Montague Expressway, #504
San
Jose, California
|
95131
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
PART I. FINANCIAL
INFORMATION
|
||||||
Item 1.
|
|
Financial Statements:
|
||||
|
Unaudited Condensed Consolidated Statements of
Operations - Three and nine months ended November 1, 2009 and October 26,
2008
|
3
|
||||
|
Condensed Consolidated Balance Sheets – November
1, 2009 (unaudited) and January 25,
2009
|
4
|
||||
|
Unaudited Condensed Consolidated Statements of
Cash Flows - nine months ended November 1, 2009 and October 26, 2008
|
5
|
||||
|
Notes to Unaudited Condensed Consolidated
Financial Statements
|
6
|
||||
Item 2. |
Management’s Discussion and Analysis of Financial
Condition and Results of
Operations
|
20
|
||||
Item 3.
|
|
Quantitative and Qualitative Disclosures about
Market Risk
|
26
|
|||
Item 4.
|
|
Controls and Procedures
|
26
|
|||
PART II. OTHER INFORMATION
|
||||||
Item 1A.
|
|
Risk Factors
|
27
|
|||
Item 6.
|
|
Exhibits
|
34
|
|||
Signatures
|
37
|
|||||
Certifications
|
Item 1.
|
Financial
Statements
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
November
1,
2009
|
October
26,
2008
|
November
1,
2009
|
October
26,
2008
|
|||||||||||||
Net
revenue
|
$ | 348 | $ | 500 | $ | 1,204 | $ | 1,476 | ||||||||
Cost
of revenue
|
174 | 1,468 | 532 | 4,533 | ||||||||||||
Gross
profit (loss)
|
174 | (968 | ) | 672 | (3,057 | ) | ||||||||||
Operating
expenses:
|
||||||||||||||||
Research
and development
|
131 | 1,359 | (366 | ) | 7,615 | |||||||||||
Sales,
general and administrative
|
269 | 1,203 | 2,252 | 4,474 | ||||||||||||
Restructuring
expense
|
(282 | ) | 1,516 | (349 | ) | 1,645 | ||||||||||
Gain
on sale of patents
|
— | — | — | (9,500 | ) | |||||||||||
Total
operating expenses
|
118 | 4,078 | 1,537 | 4,234 | ||||||||||||
Operating
income (loss)
|
56 | (5,046 | ) | (865 | ) | (7,291 | ) | |||||||||
Other
income (expense), net:
|
||||||||||||||||
Interest
income and other
|
— | 69 | 25 | 170 | ||||||||||||
Interest
expense
|
— | (7 | ) | — | (26 | ) | ||||||||||
Loss
on marketable equity securities
|
— | (37 | ) | — | (191 | ) | ||||||||||
Gain
(loss) from change in fair value of warrant liability
|
(7 | ) | 4 | (7 | ) | 38 | ||||||||||
Gain
on debt forgiveness
|
2,456 | — | 2,492 | — | ||||||||||||
Profit
(loss) before income taxes
|
2,505 | (5,017 | ) | 1,645 | (7,300 | ) | ||||||||||
Income
tax provision
|
— | 4 | — | 27 | ||||||||||||
Net
income (loss)
|
$ | 2,505 | $ | (5,021 | ) | $ | 1,645 | $ | (7,327 | ) | ||||||
Basic
net income (loss) per share:
|
$ | 0.14 | $ | (0.40 | ) | $ | 0.12 | $ | (0.59 | ) | ||||||
Diluted
net income (loss) per share:
|
$ | 0.14 | $ | (0.40 | ) | $ | 0.12 | $ | (0.59 | ) | ||||||
Weighted
average shares common shares
outstanding
– basic
|
17,313 | 12,571 | 14,112 | 12,517 | ||||||||||||
Weighted
average shares common shares
outstanding
–diluted
|
17,313 | 12,571 | 14,112 | 12,517 | ||||||||||||
November
1,
2009
(unaudited)
|
January 25,
2009
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
354
|
$
|
183
|
||||
Accounts
receivable, less allowance for doubtful accounts of $8 at November 1, 2009
and $0 at January 25, 2009
|
127
|
41
|
||||||
Inventory,
net
|
68
|
98
|
||||||
Prepaid
deposits
|
—
|
176
|
||||||
Prepaid
expense
|
17
|
23
|
||||||
Other
current assets
|
—
|
14
|
||||||
Total
assets
|
$
|
566
|
$
|
535
|
||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
557
|
$
|
2,009
|
||||
Compensation
and related benefits
|
328
|
1,483
|
||||||
Income
taxes payable
|
104
|
104
|
||||||
Other
accruals
|
225
|
259
|
||||||
Total
current liabilities
|
1,214
|
3,855
|
||||||
Commitments
and contingencies (Note 11)
|
||||||||
Stockholders’
deficit:
|
||||||||
Preferred
stock, $.001 par value:
|
||||||||
Authorized
shares—2,000,000
|
||||||||
Issued
and outstanding shares – none at November 1, 2009 and January 25,
2009
|
-
|
-
|
||||||
Common
stock, $.001 par value: Authorized shares—100,000,000 Issued and
outstanding shares – 38,051,394 at November 1, 2009
and 12,570,914 at January 25, 2009
|
65
|
40
|
||||||
Additional
paid-in-capital
|
124,372
|
123,371
|
||||||
Accumulated
deficit
|
(125,085
|
)
|
(126,731
|
)
|
||||
Total
stockholders’ deficit
|
(648
|
)
|
(3,320
|
)
|
||||
Total
liabilities and stockholders’ deficit
|
$
|
566
|
$
|
535
|
Nine
Months Ended
|
||||||||
November
1,
2009
|
October
26,
2008
|
|||||||
(in
thousands)
|
||||||||
Operating
activities:
|
||||||||
Net
income (loss)
|
$
|
1,645
|
$
|
(7,327
|
)
|
|||
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||
Depreciation
|
—
|
830
|
||||||
Decrease
in patents payable
|
(270
|
)
|
—
|
|||||
Gain
on sale of patents
|
—
|
(9,500
|
)
|
|||||
Change
in fair value on revaluation of warrant liability
|
7
|
(38
|
)
|
|||||
Gain
on debt forgiveness
|
(2,492
|
)
|
—
|
|||||
Gain
on sale of property, plant and equipment
|
—
|
(25
|
)
|
|||||
Loss
on marketable equity securities
|
—
|
191
|
||||||
Net
write-down on inventory
|
—
|
3,417
|
||||||
Stock-based
compensation
|
267
|
1,138
|
||||||
Provision
for allowance for bad debts
|
8
|
12
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(94
|
)
|
375
|
|||||
Inventory
|
30
|
56
|
||||||
Prepaid
and other current assets
|
6
|
354
|
||||||
Long-term
prepaid and other assets
|
—
|
75
|
||||||
Accounts
payable
|
347
|
48
|
||||||
Compensation
and related benefits
|
(298
|
)
|
141
|
|||||
Income
taxes payable
|
—
|
(287
|
)
|
|||||
Other
accruals and other long-term liabilities
|
281
|
(27
|
)
|
|||||
Net
cash used in operating activities
|
(563
|
)
|
(10,567
|
)
|
||||
Investing
activities
|
||||||||
Proceeds
from sale of patents
|
—
|
9,500
|
||||||
Purchases
of property, plant and equipment
|
—
|
(138
|
)
|
|||||
Proceeds
from sale of property, plant and equipment
|
—
|
25
|
||||||
Purchases
of short-term investments
|
—
|
(2,991
|
)
|
|||||
Maturities
of short-term investments
|
—
|
3,491
|
||||||
Net
cash provided by investing activities
|
—
|
9,887
|
||||||
Financing
activities
|
||||||||
Payments
on capital lease obligations
|
—
|
(235
|
)
|
|||||
Net
proceeds from issuance of common stock, net of financing
cost
|
734
|
70
|
||||||
Net
cash provided by (used in) activities
|
734
|
(165
|
)
|
|||||
Net
increase / (decrease) in cash and cash equivalents
|
171
|
(845
|
)
|
|||||
Cash
and cash equivalents at beginning of period
|
183
|
964
|
||||||
Cash
and cash equivalents at end of period
|
$
|
354
|
$
|
119
|
||||
Supplemental
schedules of cash flow information
|
||||||||
Cash
paid during the quarter for:
|
||||||||
Interest
|
$
|
—
|
$
|
28
|
||||
Taxes
paid
|
$
|
—
|
$
|
314
|
||||
Supplemental
disclosure of non-cash investing activities:
|
||||||||
Change
in fair value of marketable equity securities
|
$
|
—
|
$
|
(271
|
)
|
|||
Issuance
of common stock related to debt settlement
|
$
|
25
|
$
|
1.
|
Basis
of Presentation
|
2.
|
Stock-Based
Compensation
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
November
1,
2009
|
October
26,
2008
|
November
1,
2009
|
October
26,
2008
|
|||||||||||||
Cost
of revenue
|
$ | 4 | $ | 4 | $ | 12 | $ | 23 | ||||||||
Research
and development
|
4 | 37 | 13 | 587 | ||||||||||||
Selling,
general and administrative
|
76 | 125 | 242 | 528 | ||||||||||||
Total
|
$ | 84 | $ | 166 | $ | 267 | $ | 1,138 |
Option
Plans
|
Stock
Purchase Plan
|
|||||||||||||||||||||||||||||||||
Three Months Ended
|
Nine
Months Ended
|
Three Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||||||||||
November
1,
2009
|
October
26,
2008
|
November
1,
2009
|
October
26,
2008
|
November
1,
2009
|
October
26,
2008
|
November
1,
2009
|
October
26,
2008
|
|||||||||||||||||||||||||||
Risk-free
interest rates
|
n/a
|
*
|
0.69
|
%
|
n/a
|
*
|
1.75
|
%
|
n/a
|
*
|
n/a
|
*
|
n/a
|
*
|
n/a
|
*
|
||||||||||||||||||
Volatility
|
n/a
|
*
|
1.88
|
n/a
|
*
|
0.96
|
n/a
|
*
|
n/a
|
*
|
n/a
|
*
|
n/a
|
*
|
||||||||||||||||||||
Expected
life of option in years
|
n/a
|
*
|
4.00
|
n/a
|
*
|
3.76
|
n/a
|
*
|
n/a
|
*
|
n/a
|
*
|
n/a
|
*
|
*
|
Effective
July 2008, the Board of Directors temporarily suspended the ESPP program.
As a result, no additional grants have been
made for the ESPP program. No additional stock options have
been granted in the nine months ended November 1,
2009.
|
|
Shares
|
Weighted Average
Exercise Price
(per
share)
|
Weighted
Average
Remaining
Contractual
Term
(in
Years)
|
Aggregate
Intrinsic
Value
(in thousands)
|
||||||||||||
Outstanding
at January 25, 2009
|
965,163
|
$
|
6.11
|
|||||||||||||
Granted
|
0
|
$
|
0
|
|||||||||||||
Exercised
|
0
|
$
|
0
|
|||||||||||||
Forfeitures
and cancellations
|
(235,034
|
)
|
$
|
7.87
|
||||||||||||
Outstanding
at November, 2009
|
730,129
|
$
|
5.54
|
4.78
|
$
|
0
|
||||||||||
Vested
and Expected to Vest at November 1, 2009
|
572,260
|
$
|
6.13
|
4.37
|
$
|
0
|
||||||||||
Exercisable
at November 1, 2009
|
572,138
|
$
|
6.13
|
4.37
|
$
|
0
|
Outstanding
|
Exercisable
|
|||||||||||||||||||
Range of
Exercise
Prices
|
Shares
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||
(per
share)
|
(in thousands)
|
(in years)
|
(per share)
|
(in thousands)
|
(per share)
|
|||||||||||||||
$1.51
– 2.04
|
148 | 8.26 | $ | 1.51 | 62 | $ | 1.51 | |||||||||||||
$2.05
– 2.40
|
154 | 5.49 | $ | 2.26 | 154 | $ | 2.26 | |||||||||||||
$2.41
– 4.83
|
164 | 3.96 | $ | 4.65 | 134 | $ | 4.68 | |||||||||||||
$4.84
– 6.56
|
153 | 2.96 | $ | 6.46 | 111 | $ | 6.42 | |||||||||||||
$6.57
– 13.95
|
45 | 3.57 | $ | 12.83 | 45 | $ | 12.83 | |||||||||||||
$13.96
and over
|
66 | 2.39 | $ | 17.34 | 66 | $ | 17.34 | |||||||||||||
730 | 4.78 | $ | 5.54 | 572 | $ | 6.13 |
3.
|
Income
(Loss) Per Share
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
(in
thousands except per share data)
|
November
1, 2009
|
October
26, 2008
|
November
1, 2009
|
October
26, 2008
|
||||||||||||
Numerator
|
||||||||||||||||
Net
income (loss)
|
$ | 2,505 | $ | (5,021 | ) | $ | 1,645 | $ | (7,327 | ) | ||||||
Denominator
|
||||||||||||||||
Denominator
for basic net income (loss) per
share, weighted
average shares
|
17,313 | 12,571 | 14,112 | 12,517 | ||||||||||||
Effect
of dilutive securities:
|
||||||||||||||||
Stock
options outstanding
|
— | — | — | — | ||||||||||||
Denominator
for diluted net income (loss) per
share, weighted
average shares
|
17,313 | 12,571 | 14,112 | 12,517 | ||||||||||||
Basic
net income (loss) per share
|
$ | 0.14 | $ | (0.40 | ) | $ | 0.12 | $ | (0.59 | ) | ||||||
Diluted
net income (loss) per share
|
$ | 0.14 | $ | (0.40 | ) | $ | 0.12 | $ | (0.59 | ) |
4.
|
Cash,
Cash Equivalents and Short-term
Investments
|
November
1, 2009 (unaudited)
|
Amortized
Cost
|
Gross
Unrealized
Loss
|
Fair
Value
|
|||||||||
Cash
and cash equivalents:
|
||||||||||||
Money
market funds
|
$
|
14
|
$
|
—
|
$
|
14
|
||||||
Bank
accounts
|
340
|
—
|
340
|
|||||||||
Total
|
$
|
354
|
$
|
—
|
$
|
354
|
January 25,
2009
|
Amortized
Cost
|
Gross
Unrealized
Gain
|
Fair
Value
|
|||||||||
Cash
and cash equivalents:
|
||||||||||||
Money
market funds
|
$
|
14
|
$
|
—
|
$
|
14
|
||||||
Bank
accounts
|
169
|
—
|
169
|
|||||||||
Total
|
$
|
183
|
$
|
—
|
$
|
183
|
Level 1 -
|
Inputs
are quoted prices (unadjusted) in active markets for identical assets or
liabilities.
|
Level 2 -
|
Inputs
are quoted prices for similar assets or liabilities in an active market,
quoted prices for identical or similar assets or liabilities in markets
that are not active, inputs other than quoted prices that are observable
and market-corroborated inputs which are derived principally from or
corroborated by observable market data.
|
Level 3 -
|
Inputs
are derived from valuation techniques in which one or more significant
inputs or value drivers are unobservable (i.e., supported by little or no
market activity).
|
(Level
1)
|
||||||||
Quoted Prices
|
||||||||
in
Active Markets
|
||||||||
Balance as of
|
of
Identical
|
|||||||
November
1, 2009
|
Assets
|
|||||||
Money
market funds
|
$
|
14
|
$
|
14
|
||||
$
|
14
|
$
|
14
|
5.
|
Inventories
|
|
November
1,
2009
|
January
25,
2009
|
||||||
(unaudited)
|
||||||||
(in
thousands)
|
||||||||
Inventory
consists of:
|
||||||||
Raw
materials
|
$
|
—
|
$
|
27
|
||||
Work
in process
|
65
|
31
|
||||||
Finished
goods
|
3
|
40
|
||||||
Total
|
$
|
68
|
$
|
98
|
6.
|
Accumulated
Other Comprehensive Loss
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
November
1,
2009
|
October
26,
2008
|
November
1,
2009
|
October
26,
2008
|
|||||||||||||
Net income
(loss)
|
$
|
2,505
|
$
|
(5,021
|
)
|
$
|
1,645
|
$
|
(7,327
|
)
|
||||||
Net
change in unrealized loss on available for
sale securities
|
—
|
—
|
—
|
(271
|
)
|
|||||||||||
Net
comprehensive income (loss)
|
$
|
2,505
|
$
|
(5,021
|
)
|
$
|
1,645
|
$
|
(7,598
|
)
|
7.
|
Obligations
Under Capital Leases
|
8.
|
Equity
Financing
|
9.
|
Warrant
Liability
|
10.
|
Income
Taxes
|
11.
|
Contingencies
|
(in
thousands)
|
||||
Fiscal
2010 (remaining two months)
|
$ | 4 | ||
Fiscal
2011
|
— | |||
Total
minimum lease payments
|
$ | 4 |
12.
|
Product
Warranty
|
13.
|
Subsequent
Events
|
14.
|
Recent
Accounting Pronouncements
|
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
1.
|
revenue
recognition;
|
2.
|
inventory
valuation;
|
3.
|
deferred
taxes and tax accruals; and
|
4.
|
fair
value of equity instruments.
|
|
Fiscal
Year
|
|||||||||||
2010
|
Thereafter
|
Total
|
||||||||||
CONTRACTUAL
OBLIGATIONS
|
||||||||||||
Operating
leases
|
$ | 4 | $ | — | $ | 4 | ||||||
Non-cancelable
purchase orders
|
— | — | — | |||||||||
Total
contractual cash obligations
|
$ | 4 | $ | — | $ | 4 |
Item 3.
|
Quantitative
and Qualitative Disclosures about Market
Risk
|
Item 4.
|
Controls
and Procedures
|
Item 1A.
|
Risk
Factors
|
Item 6.
|
Exhibits
|
Number
|
Description
|
|
3.1(8)
|
Amended
and Restated Certificate of Incorporation.
|
|
3.2(14)
|
Bylaws,
as amended through April 6, 2007.
|
|
4.1(4)
|
Preferred
Stock Rights Agreement dated December 19, 2002, between the Company and
EquiServe Trust Company, N.A.
|
|
4.2(6)
|
Amendment
to Rights Agreement, dated as of August 20, 2004, between the Company and
EquiServe Trust Company, N.A.
|
|
4.3(15)
|
Amendment
No. 3 to Rights Agreement, dated as of April 6, 2007, between the Company
and EquiServe Trust Company, N.A.
|
|
4.9(9)
|
|
Registration
Rights Agreement dated December 13, 2005 by and between the Company and
named Private Investors.
|
4.10(9)
|
|
Warrant
to Registration Rights Agreement dated December 13,
2005.
|
4.11(13)
|
|
Form
of Warrant originally issued December 6, 2006.
|
4.12(16)
|
|
Form
of Amendment to Warrant, dated July 27, 2007.
|
4.13(22)
|
Class
A Warrant to named Private Investors, dated October 12,
2009
|
|
4.14(22)
|
Class
B Warrant to named Private Investors, dated October 12,
2009
|
|
4.15(22)
|
Class
A (Employee) Warrant to named Private Investors, dated October
12,2009/
|
|
4.16(22)
|
Class
B (Employee) Warrant to named Private Investors, dated October 12,
2009.
|
|
4.17(23)
|
Amendment
No. 5 To Preferred Stock Rights Agreement
|
|
10.1(1)
|
|
Form
of Indemnification Agreement entered into by the Company with each of its
directors and executive officers.
|
10.2(2)
|
|
Lease
Agreement, dated as of October 9, 1997, between the Company and A&P
Family Investments, as landlord for the leased premises located at 3250
Jay Street.
|
10.3(1)
|
|
Amended
and Restated 1993 Stock Plan and related agreements.
|
10.4(1)
|
|
Lease
Agreement, dated as of February 5, 1996, between the Company and A&P
Family Investments, as landlord.
|
10.5(1)
|
|
1997
Employee Stock Purchase Plan, with exhibit.
|
10.6(10)
|
|
1998
Nonstatutory Stock Option Plan amended December 22,
2005.
|
10.7(19)
|
|
2003
Stock Option Plan, as amended July 12, 2007.
|
10.8(3)
|
|
Amendment
No. 1, dated as of February 26, 2002, between the Company and A&P
Family Investments, as landlord for the leased premises located at 3250
Jay Street.
|
10.9(6)
|
|
Securities
Purchase Agreement dated August 19, 2004 by and between the Company and
Satellite Strategic Finance Associates, LLC.
|
10.10(6)
|
|
Amended
and Restated Patent Licensing Agreement dated March 28, 2005 by and
between the Company and The Consortium for Technology Licensing,
Ltd.
|
10.11(6)
|
|
Patent
Purchase Agreement dated April 6, 2005 by and between the Company and
Faust Communications, LLC.
|
10.12(7)
|
|
Settlement
Agreement and Release dated May 31, 2005 between the Company and Prakash
Agarwal.
|
|
10.13(8)
|
|
Patent
License Agreement dated September 1, 2005 between the Company and Sony
Corporation.
|
|
10.14(9)
|
|
Securities
Purchase Agreement dated December 13, 2005 by and between the Company and
named Private Investors.
|
|
10.15(10)
|
|
Form
of Retention Bonus Agreement, dated as of January 13,
2006.
|
|
10.16(11)
|
|
Employment
Agreement dated May 1, 2006 between NeoMagic Corporation and Douglas R.
Young.
|
|
10.17(11)
|
|
Employment
Agreement dated May 1, 2006 between NeoMagic Corporation and Scott
Sullinger.
|
|
10.18(19)
|
|
2006
Employee Stock Purchase Plan, as amended July 12, 2007.
|
|
10.19(12)
|
|
Form
of Bonus Agreement.
|
|
10.20(12)
|
|
Patent
Sale Agreement dated June 22, 2006 by and between NeoMagic Corporation and
Samsung Electronics Co. Ltd.
|
|
10.21(13)
|
|
Form
of Subscription Agreement, dated as of November 30, 2006, between the
Company and the investor signatories thereto.
|
|
10.22(19)
|
|
Employment
Agreement dated June 7, 2007 between NeoMagic Corporation and Steven P.
Berry.
|
|
10.23(17)
|
|
Description
of oral consulting agreement with Steven P. Berry.
|
|
10.24(18)
|
|
Description
of oral bonus agreement.
|
|
10.25(19)
|
|
Employment
Agreement dated December 5, 2007 between NeoMagic Corporation and Syed
Zaidi.
|
|
10.26(20)
|
|
Employment
Agreement dated December 5, 2007 between NeoMagic Corporation and Deepraj
Puar.
|
|
10.27(21)
|
|
Patent
Purchase Agreement with an effective date of January 17, 2008 by and
between the Company, NeoMagic Israel Ltd. and Faust Communications
Holdings, LLC.
|
|
10.28(21)
|
|
Employment
Agreement dated June 11, 2008 between NeoMagic Corporation and Pierre-Yves
Couteau.
|
|
10.29(22)
|
Securities
Purchase Agreement dated October 12, 2009 by and between the Company and
named Private Investors Private Investors.
|
||
10.30(22)
|
Securities
Purchase Agreement dated October 12, 2009 by and between the Company and
named Private Investors.
|
||
31.1
|
|
Certification
of the Chief Executive Officer pursuant to Securities Exchange Act Rules
13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31.2
|
|
Certification
of the Chief Financial Officer pursuant to Securities Exchange Act Rules
13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32.1
|
|
Certification
by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
|
Certification
by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
(1)
|
Incorporated
by reference to an exhibit to the Company’s registration statement on Form
S-1, registration no. 333-20031.
|
(2)
|
Incorporated
by reference to an exhibit to the Company’s Form 10-Q for the period ended
October 26, 1997.
|
(3)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-A filed
December 23, 2002.
|
(4)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-K filed
December 23, 2002.
|
(5)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-K filed August 20,
2004.
|
(6)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-A/A filed
August 23, 2004.
|
(7)
|
Incorporated
by reference to an exhibit to the Company’s Form 10-Q for the quarter
ended July 31, 2005.
|
(8)
|
Incorporated
by reference to an exhibit to the Company’s Form 10-Q for the quarter
ended October 30, 2005.
|
(9)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-K filed
December 16, 2005.
|
(10)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-K filed
January 19, 2006.
|
(11)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-K filed May 4,
2006.
|
(12)
|
Incorporated
by reference to an exhibit to the Company’s Form 10-Q for the quarter
ended July 30, 2006.
|
(13)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-K filed
December 1, 2006.
|
(14)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-K filed April 12,
2007.
|
(15)
|
Incorporated
by reference to an exhibit to the Company’s Form 8-A/A filed
April 12, 2007.
|
(16)
|
Incorporated
by reference to an exhibit to the Company’s Schedule TO-I filed
June 28, 2007.
|
(17)
|
Incorporated
by reference to the Company’s Form 8-K filed June 13,
2007.
|
(18)
|
Incorporated
by reference to the Company’s Form 8-K filed June 15,
2007.
|
(19)
|
Incorporated
by reference to an exhibit to the Company’s Form 10-Q for the quarter
ended July 29, 2007.
|
(20)
|
Incorporated
by reference to the Company’s Form 10-K for the year ended
January 27, 2008.
|
(21)
|
Incorporated
by reference to an exhibit to the Company’s Form 10-Q for the quarter
ended July 27, 2008.
|
(22)
|
Incorporated
by reference to the Company’s Form 8-K filed October 15,
2009
|
(23)
|
Incorporated
by reference to the Company’s Form 8-K filed October 16,
2009
|
NEOMAGIC
CORPORATION
|
|
(Registrant)
|
|
/s/
Douglas R. Young
|
|
DOUGLAS
R. YOUNG
|
|
(Acting)
Chief Financial Officer
(
Authorized Officer and Principal Financial Officer)
|
|
December
15, 2009
|