UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NEOMAGIC CORPORATION
--------------------
(Name of Issuer)
Common Stock, $.001 par value per share
---------------------------------------
(Title of Class of Securities)
64097103
--------
(CUSIP Number)
February 25, 2005
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
SCHEDULE 13G
CUSIP No. 64097103 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SATELLITE ASSET MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,909,900
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,909,900
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,909,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.8%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 64097103 Page 3 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SATELLITE FUND MANAGEMENT, LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,909,900
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,909,900
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,909,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.8%
12 Type of Reporting Person (See Instructions)
OO
Page 4 of 9 Pages
Item 1(a) Name of Issuer:
NeoMagic Corporation (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
3250 Jay Street, Santa Clara, California 95054
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Satellite Asset Management, L.P. ("Satellite Asset
Management"); and
ii) Satellite Fund Management, LLC ("Fund Management").
This statement relates to Shares (as defined herein) held for
the accounts certain investment funds and accounts over which Satellite Asset
Management has discretionary investment trading authority. The general partner
of Satellite Asset Management is Fund Management. Fund Management has seven
members, and investment decisions made by such members, when necessary, are made
through approval of a majority of such members.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 623 Fifth Avenue, 20th Floor, New York, NY 10022.
Item 2(c) Citizenship:
1) Satellite Asset Management is a Delaware limited
partnership; and
2) Fund Management is a Delaware limited liability company.
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value per share (the "Shares")
Item 2(e) CUSIP Number:
64097103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Page 5 of 9 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 2, 2005, each of Satellite Asset Management and
Fund Management may be deemed to be the beneficial owner of 1,909,900 Shares
held for the accounts of certain investment funds and accounts over which
Satellite Asset Management has discretionary investment trading authority.
Item 4(b) Percent of Class:
The number of Shares of which each of Satellite Asset
Management and Fund Management may be deemed to beneficially own constitutes
approximately 5.8% of the total number of Shares outstanding (based upon the
latest quarterly report on Form 10-Q filed by the Issuer with the Securities and
Exchange Commission, the number of Shares outstanding as of October 31, 2004 was
32,842,385).
Item 4(c) Number of shares as to which such person has:
Satellite Asset Management
--------------------------
(i) Sole power to vote or direct the vote 1,909,900
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 1,909,900
(iv) Shared power to dispose or to direct the
disposition of 0
Fund Management
---------------
(i) Sole power to vote or direct the vote 1,909,900
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 1,909,900
(iv) Shared power to dispose or to direct the
disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The limited partners of (or investors in) each of the
investment funds and accounts for which Satellite Asset Management exercises
discretionary investment trading authority have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held for
the accounts of their respective funds in accordance with their respective
limited partnership interests (or shares owned) in their respective funds.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:
This Item 7 is not applicable.
Page 6 of 9 Pages
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the Issuer of such securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: March 2, 2005 SATELLITE ASSET MANAGEMENT, L.P.
By: Satellite Fund Management, LLC,
As General Partner of Satellite
Asset Management, L.P.
By: /s/ Brian S. Kriftcher
----------------------------
Name: Brian S. Kriftcher
Title: Member
Date: March 2, 2005 SATELLITE FUND MANAGEMENT, LLC
By: /s/ Brian S. Kriftcher
----------------------------
Name: Brian S. Kriftcher
Title: Member
Page 8 of 9 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of March 2, 2005,
by and between Satellite Asset Management, L.P.
and Satellite Fund Management, LLC.......... 9
Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13G with
respect to the Common Stock of NeoMagic Corporation, dated as of March 2, 2005,
is, and any amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
Date: March 2, 2005 SATELLITE ASSET MANAGEMENT, L.P.
By: Satellite Fund Management, LLC,
As General Partner of Satellite
Asset Management, L.P.
By: /s/ Brian S. Kriftcher
----------------------------
Name: Brian S. Kriftcher
Title: Member
Date: March 2, 2005 SATELLITE FUND MANAGEMENT, LLC
By: /s/ Brian S. Kriftcher
----------------------------
Name: Brian S. Kriftcher
Title: Member