Title
of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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Proposed
maximum aggregate value of transaction:
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Total
fee paid:
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Amount
previously paid:
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Form,
schedule or registration statement no.:
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Filing
party:
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Date
filed:
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1.
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An
amendment to Article 4 of our Restated Certificate of Incorporation, as
amended, to increase the number of shares of Common Stock (“Shares”) that
we are authorized to issue from one hundred million (100,000,000) shares
to two hundred million (200,000,000) shares;
and
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|
2.
|
An
amendment to (i) Item 3 of our 2003 Stock Plan, as amended July 12, 2007
(the “Plan”), to increase the maximum aggregate number of Shares that may
be optioned and sold under the Plan from 2,128,411 to twenty million
(20,000,000), and (ii) Item 6(c) of the Plan to increase the maximum
number of Shares subject to options that may be granted to a Service
Provider, in any fiscal year of the Company, from four hundred thousand
(400,000) to no more than five million (5,000,000) Shares, except, that in
connection with his or her initial service, a Service Provider may be
granted options to purchase up to an additional two hundred thousand
(200,000) Shares, which will not count against the limit set forth
above.
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BY ORDER OF OUR BOARD OF DIRECTORS | |||
May
___, 2010
|
Syed Zaidi | ||
President
and Chief Executive Officer
|
|
1.
|
An
amendment to Article 4 of our Restated Certificate of Incorporation, as
amended, to increase the number of shares of Common Stock (“Shares”) that
we are authorized to issue from one hundred million (100,000,000) shares
to two hundred million (200,000,000) shares;
and
|
|
2.
|
An
amendment to (i) Item 3 of our 2003 Stock Plan, as amended July 12, 2007
(the “Plan”), to increase the maximum aggregate number of Shares that may
be optioned and sold under the Plan from 2,128,411 to twenty million
(20,000,000), and (ii) Item 6(c) of the Plan to increase the maximum
number of Shares subject to options that may be granted to a Service
Provider, in any fiscal year of the Company, from four hundred thousand
(400,000) to no more than five million (5,000,000) Shares, except, that in
connection with his or her initial service, a Service Provider may be
granted options to purchase up to an additional two hundred thousand
(200,000) Shares, which will not count against the limit set forth herein
above.
|
Name
and Address(1)
Of
Beneficial Owner
|
Common
Stock Beneficially Owned
|
%
of
Class(2)
|
||||||
David
Tomasello(3)
|
60,523,354 | 75.82 | % | |||||
Jorge
Granier-Phelps(4)
|
7,041,666 | 14.32 | % | |||||
Douglas
Young(5)
|
3,698,026 | 7.94 | % | |||||
Syed
Zaidi(6)
|
3,614,316 | 7.77 | % | |||||
Joseph
Fitzgerald (7)
|
45,000 | * | ||||||
Andrew
Rosengard (8)
|
4,167 | * | ||||||
Officers
and Directors as a
Group
(6 persons) (9)
|
74,926,529 | 84.37 | % |
(1)
|
Unless
otherwise noted, the address of each person is c/o NeoMagic Corporation,
2372-A Qume Drive, San Jose, CA 95131.
|
(2)
|
Applicable
percentages are based on 44,451,394 shares of our Common Stock outstanding
on March 18, 2010 and are calculated in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. Shares of common stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of March 18, 2010 are deemed
outstanding for computing the percentage of the person holding such option
or warrant but are not deemed outstanding for computing the percentage of
any other person.
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(3)
|
The
shares of Common Stock are held in the names of Attiva Capital Management,
LTD (1,156,433), Bluestone Financial LTD (22,533,334), Commetasa
(518,000), Antonio Tomasello (682,253) and David Tomasello
(255,000). Mr. Tomasello has sole voting power with respect to
all such shares. Includes 17,333,334 shares issuable to
Bluestone Financial LTD and 333,333 shares issuable to Attiva Capital
Management, LTD under Class A Warrants exercisable within 60 days after
March 18, 2010. Includes 17,333,334 shares issuable to
Bluestone Financial LTD and 333,333 shares issuable to Attiva Capital
Management, LTD under Class B Warrants exercisable within 60 days after
March 18, 2010. Includes 45,000 shares issuable under stock options
exercisable within 60 days after March 18, 2010, which are held directly
by Mr. Tomasello.
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(4)
|
The
shares of Common Stock are held in the name of Mediastone LLC, of which
Mr. Granier-Phelps is Managing Director. Mr. Granier-Phelps has sole
voting power with respect to all such shares. Includes
2,333,333 shares issuable to Mediastone LLC under Class A Warrants
exercisable within 60 days after March 18, 2010. Includes
2,333,333 shares issuable to Mediastone LLC under Class B Warrants
exercisable within 60 days after March 18, 2010. Includes
41,667 shares issuable under stock options exercisable within 60 days
after March 18, 2010, which are held directly by Mr.
Granier-Phelps.
|
(5)
|
Includes
565,200 shares issuable under stock options exercisable within 60 days
after March 18, 2010. Includes 783,206 shares issuable under
Class A Warrants exercisable within 60 days after March 18,
2010. Includes 783,206 shares issuable under Class B Warrants
exercisable within 60 days after March 18, 2010.
|
(6)
|
Includes
567,808 shares issuable under stock options exercisable within 60 days
after March 18, 2010. Includes 761,627 shares issuable under
Class A Warrants exercisable within 60 days after March 18,
2010. Includes 761,627 shares issuable under Class B Warrants
exercisable within 60 days after March 18, 2010.
|
(7)
|
Includes
45,000 shares issuable under stock options exercisable within 60 days
after March 18, 2010.
|
(8)
|
Includes
4,167 shares issuable under stock options exercisable within 60 days after
March 18, 2010.
|
(9)
|
Includes
44,358,509 shares issuable under stock options and warrants exercisable
within 60 days after March 18,
2010.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
All
Other Compensation
($)
(2)
|
Total
($)
|
|||||||||||||||
Douglas
R. Young (3)
|
2010
|
$ | 211,150 | (5) | $ | 256,029 | $ | — | $ | 1,815 | $ | 468,994 | |||||||||
Former
President and Chief Executive Officer
|
2009
|
$ | 186,101 | $ | 164,633 | $ | — | $ | 1,719 | $ | 352,453 | ||||||||||
Syed
Zaidi (4)
|
2010
|
$ | 175,884 | $ | 164,253 | $ | — | $ | 21,540 | $ | 361,677 | ||||||||||
President
and Chief Executive Officer
|
2009
|
$ | 178,154 | $ | 170,178 | (6) | $ | — | $ | 17,756 | $ | 366,088 |
(1)
|
Represents
the dollar amount recognized by the Company for financial reporting
purposes under FAS 123R as non-cash compensation.
|
(2)
|
Includes
premiums paid for health and life insurance, net of premium paid by the
Named Executive Officer.
|
(3)
|
Mr.
Young was our President, Chief Executive Officer until his resignation
effective January 19, 2010 and he was our Acting Chief Financial Officer
from January 2009 until December 2009.
|
(4)
|
Mr.
Zaidi was our Chief Operating Officer until January 18,
2009. He became our President and Chief Executive Officer
January 19, 2010.
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(5)
|
Includes
$20,388 in paid out vacation.
|
(6)
|
Includes
$160,839 for stock options and $9,339 from employee stock purchase
plan.
|
Option
Awards
|
|||||||||||||||||
Name
|
Number
of Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number
of Securities
Underlying
Unexercised
Options
(#) Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
|||||||||||||
Douglas
Young
|
250,000 | 0 | (1 | ) | $ | 0.18 |
7/19/2010
|
||||||||||
60,000 | 0 | (1 | ) | $ | 1.51 |
7/19/2010
|
|||||||||||
38,200 | 0 | (1 | ) | $ | 2.15 |
7/19/2010
|
|||||||||||
80,000 | 0 | (1 | ) | $ | 2.40 |
7/19/2010
|
|||||||||||
16,000 | 0 | (1 | ) | $ | 4.65 |
7/19/2010
|
|||||||||||
60,000 | 0 | (1 | ) | $ | 4.83 |
7/19/2010
|
|||||||||||
45,000 | 0 | (1 | ) | $ | 6.56 |
7/19/2010
|
|||||||||||
16,000 | 0 | (1 | ) | $ | 21.50 |
7/19/2010
|
|||||||||||
Syed
Zaidi
|
20,833 | 229,167 | (2 | ) | $ | 0.18 |
12/2/2014
|
||||||||||
28,750 | 31,250 | (3 | ) | $ | 1.51 |
2/4/2018
|
|||||||||||
23,208 | 0 | (1 | ) | $ | 2.05 |
5/18/2015
|
|||||||||||
21,875 | 8,125 | (4 | ) | $ | 4.17 |
2/23/2017
|
|||||||||||
36,667 | 3,333 | (6 | ) | $ | 4.83 |
5/10/2012
|
|||||||||||
10,000 | 0 | (1 | ) | $ | 5.00 |
5/30/2010
|
|||||||||||
53,958 | 16,042 | (5 | ) | $ | 6.56 |
12/18/2012
|
|||||||||||
20,000 | 0 | (1 | ) | $ | 12.90 |
11/6/2013
|
|||||||||||
14,600 | 0 | (1 | ) | $ | 13.95 |
9/18/2013
|
|||||||||||
20,000 | 0 | (1 | ) | $ | 14.85 |
5/30/2010
|
|||||||||||
20,000 | 0 | (1 | ) | $ | 16.00 |
5/15/2012
|
(1)
|
These
options are fully vested as of January 31, 2010.
|
(2)
|
These
options represent option awards made in fiscal 2010. The options vest at
the rate of 1/12th
monthly with the initial vesting on January 3, 2010 and continuing monthly
thereafter until fully vested on December 3, 2010. The options have a life
of 5 years from the date of grant.
|
(3)
|
These
options represent option awards made in fiscal 2009. The options vest at
the rate 1/48th
monthly with the initial vesting on March 4, 2008 and continuing monthly
thereafter until fully vested on February 4, 2012. The options have a life
of 10 years from the date of grant.
|
(4)
|
These
options represent option awards made in fiscal 2008. The options vest at
the rate 1/48th
monthly with the initial vesting on March 23 2007 and continuing monthly
thereafter until fully vested on February 23, 2011. The options have a
life of 10 years from the date of grant.
|
(5)
|
These
options represent option awards made in fiscal 2007. The options vest at
the rate of 1/48th
monthly with the initial vesting on January 18, 2007 and continuing
monthly thereafter until fully vested on December 18, 2010. The
options have a life of 6 years from the date of grant.
|
(6)
|
These
options represent option awards made in fiscal 2007. The options vest at
the rate of 1/48th monthly with the initial vesting on June 10, 2006
and continuing monthly thereafter until fully vested on May 10, 2010. The
options have a life of 6 years from the date of
grant.
|
|
(i)
|
any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 50% or more of the total voting
power represented by the Company’s then outstanding voting securities;
or
|
|
(ii)
|
the
date of the consummation of a merger or consolidation of the Company with
any other corporation that has been approved by the stockholders of the
Company, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; or
|
(iii)
|
the
date of the consummation of the sale or disposition by the Company of all
or substantially all the Company’s
assets.
|
(i)
|
the
willful failure by Employee to substantially perform Employee’s material
duties under this Agreement other than a failure resulting from the
Employee’s Disability,
|
|
(ii)
|
Employee’s
conviction of or plea of
nolo contendere to the commission of any felony or gross
misdemeanor, but only if such event significantly harms the Company’s
reputation or business;
|
|
(iii)
|
any
fraud, misrepresentation or gross misconduct by Employee that is
materially injurious to the Company;
|
|
(iv)
|
a
material and willful violation by Employee of a federal or state law or
regulation applicable to the business of the Company which is materially
injurious to the Company, and
|
|
(v)
|
Employee’s
willful breach of a material provision of this Agreement. The Company will
not terminate Employee’s employment for Cause without first providing
Employee with written notice specifically identifying the acts or
omissions constituting the grounds for a Cause termination and, with
respect to clauses (i), (iii) and (v), a reasonable cure period of
not less than thirty (30) business days following such notice. No act
or failure to act by Executive will be considered “willful” unless
committed without good faith and without a reasonable belief that the act
or omission was in the Company’s best interest, as determined by the
Company’s Board of Directors.
|
(i)
|
the
assignment to Employee of any duties, or the reduction of the Employee’s
duties, either of which results in a material diminution of the Employee’s
position or responsibilities with the Company in effect immediately prior
to such assignment, or the removal of the Employee from such position and
responsibilities; provided,
however , that a reduction in position or responsibilities solely
by virtue of a Change in Control shall not constitute “Good Reason” unless
such reduction results in the removal of Employee from the most senior
management position of the Company’s business;
|
|
(ii)
|
a
reduction of more than ten percent of Employee’s Base Salary in any one
year;
|
|
(iii)
|
the
relocation of Employee to a facility that is more than twenty-five
(25) miles from Employee’s current location;
|
|
|
(iv)
|
the
failure of the Company to obtain assumption of this Agreement by any
successor; and
|
|
(v)
|
the
willful breach by the Company of a material provision of this Agreement.
Employee will not resign for Good Reason without first providing the
Company with written notice of the acts or omissions constituting the
grounds for “Good Reason” and a reasonable cure period of not less than
thirty (30) days following the date of such
notice.
|
Without Cause,
or
For
Good Reason, or
Due
to Death or Disability
|
Following
Change in
Control
|
|||||||
UNEARNED
COMPENSATION (payment contingent on termination)
|
||||||||
Cash
Severance
|
$ | 120,000 | $ | 240,000 | ||||
Equity
|
||||||||
Acceleration of
Vesting of Unexercisable Options (1)
|
— | 155,855 | ||||||
Total
|
— | — | ||||||
Benefits—Health (2)
|
26,723 | 26,723 | ||||||
Total
|
$ | 146,723 | $ | 422,578 |
(1)
|
Unexercisable
option amounts are based upon option vesting acceleration FAS 123(R)
expense. As of January 31, 2010, the fair market value of the common stock
was $0.05 per share.
|
|
(2)
|
Health
includes health, dental, vision, and life.
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Option
Awards
($)
(1)
(2)
|
All
Other Compensation
($)
|
Total
($)
|
|||||||||||||
Joseph
Fitzgerald
|
$ | — | $ | 2,599 | $ | — | $ | 2,599 | |||||||||
Jorge
Granier-Phelps
|
$ | — | $ | 2,599 | $ | — | $ | 2,599 | |||||||||
David
Tomasello
|
$ | — | $ | 2,599 | $ | — | $ | 2,59 |
(1)
|
Represents
the amount of FAS 123(R) compensation expense recognized in fiscal 2010
related to stock options on shares granted in fiscal 2010 and partially
vested for each listed non-employee director.
|
(2)
|
During
fiscal 2010, each of the non-employee directors, Messrs. Fitzgerald,
Granier-Phelps, and Tomasello, were granted options to purchase an
aggregate of 150,000 shares of Common Stock with an exercise price of
$0.18 per share. 50,000 options vest at the rate of 1/12th
monthly beginning December 6, 2009 and continuing monthly thereafter until
fully vested on November 6, 2010. The options have a life of 10 years from
the date of grant. 100,000 stock options vest at the rate of 1/12th
monthly beginning January 3, 2010 and continuing monthly thereafter until
fully vested on December 3, 2010. The options have a life of 5 years from
the date of grant.
All
options granted will vest according to their individual vesting period
subject to such member’s continued service as a director of the Company.
Upon a merger of the Company with or into another corporation or a “change
of control” of the Company, excluding a financing, all options granted to
non-employee members of the Board of Directors will vest in
full.
|
|
1.
|
An
option to purchase three million (3,000,000) shares of the NeoMagic Common
Stock at an exercise price per share equal to the greater of (i) six (6)
cents or (ii) the closing price (the "Closing Price") of the common stock
quoted in the "pink sheets" on the Board Approval Date (as defined below)
or on the immediately preceding date, if the Board meets prior to the
close of the market. An option agreement (the "Option
Agreement"), in substantially the form customarily used by NeoMagic for
other option grants subject to the modifications contemplated by the
Consulting Agreement shall be delivered to Mr. Young within five (5) days
following the Board Approval Date (as defined
below);
|
|
2.
|
An
option to purchase two million (2,000,000) shares of the NeoMagic Common
Stock at an exercise price per share equal to the greater of (i) fifteen
(15) cents or (ii) the Closing Price. The Option Agreement shall be
delivered to Mr. Young within five (5) days following the Board Approval
Date;
|
|
3.
|
Mr.
Young is aware that as of the date of the Consulting Agreement, February
4, 2010, the terms of the Plan, as currently in effect, do not permit the
issuance of the Options to Mr. Young. He is also aware that NeoMagic is
legally required to obtain the approval of its stockholders in order to
make the amendments to the Plan required to authorize the issuance of the
Options to Mr. Young (the "Plan Amendments"), before NeoMagic's Board of
Directors is permitted to grant the Options to Consultant. The
Options shall be granted to Consultant by the NeoMagic Board of Directors
on the date (the "Board Approval Date") which is no later than five (5)
business days after the effective date of the NeoMagic stockholders'
approval of the Plan Amendments;
and
|
4.
|
NeoMagic
hereby agrees to prepare and file with the Securities and Exchange
Commission (the "SEC"), by no later than April 15, 2010, the Schedule 14C
Information Statement required by the Securities and Exchange Act of 1934,
as amended, to obtain stockholder approval of the Plan
Amendments.
|
Plan
Category
|
(A)
Number
of Shares to be Issued Upon Exercise of Outstanding Options,
Warrants
and Rights
|
(B)
Weighted Average
Exercise
Price of
Outstanding
Options, Warrants and Rights
|
(C)
Number of Shares
Remaining Available for Future Issuance Under Equity Compensation
Plans (Excluding Shares Reflected in Column A)
|
|||||||||
Equity
compensation plans approved by stockholders
|
2,191,208 | (1) | $ | 1.11 | 151,699 | (2) | ||||||
Equity
compensation plans not approved by stockholders (3)
|
148,921 | $ | 12.38 |
|
||||||||
Total
|
2,340,129 | $ | 1.79 | 151,699 |
(1)
|
There
are no shares available for future issuance under our 2003 Stock Plan, as
amended.
|
(2)
|
Includes
151,699 shares available under our 2006 Employee Stock Purchase Plan.
NeoMagic is not currently offering the employee stock purchase
plans.
|
(3)
|
Shares
available under our 1998 Nonstatutory Stock Option Plan are used for
grants to employees other than officers and directors except as provided
within the plan. As of July 2008, the 1998 Plan expired and no
additional shares may be granted under the 1998
Plan.
|
NEOMAGIC CORPORATION | |||
By:
|
|||
Syed Zaidi | |||
President and Chief Executive Officer |