UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 26, 2004 NeoMagic Corporation (Exact name of Registrant as specified in its charter) Delaware 000-22009 77-0344424 (State or other jurisdiction of Commission File Number] (I.R.S. Employer incorporation or organization) Identification Number) 3250 Jay Street Santa Clara, California 95054 (Address of principal executive offices) (408) 988-7020 (Registrant's telephone number, including area code) ITEM 5. Other Events and Regulation FD Disclosure On March 26, 2004, NeoMagic Corporation issued a press release announcing that Vinit Sethi, who was elected to NeoMagic's board of directors on July 3, 2003, has decided not to run for re-election at its annual meeting of stockholders this July. A copy of the press release is attached hereto as Exhibit 99.1. SIGNATURE Pursuant to the requirements of the Securities Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NeoMagic Corporation (Registrant) Date: March 26, 2004 By: /s/ Scott Sullinger ----------------------------------- Scott Sullinger Vice President of Finance and Chief Financial Officer