SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
NEOMAGIC CORPORATION
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
640497103
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(CUSIP NUMBER)
GREENLIGHT CAPITAL, L.L.C.
420 Lexington Avenue, Suite 1740
New York, New York 10170
Tel. No.: (212) 973-1900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
March 27, 2003
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[X]
The information required in 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, as amended (the "Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
Page 1 of 9
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CUSIP No. 640497103 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greenlight Capital, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,791,000
OWNED BY -------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
2,791,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,791,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 9
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CUSIP No. 640497103 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Einhorn
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,791,000
OWNED BY -----------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
-----------------------------------------
9 SOLE DISPOSITIVE POWER
2,791,000
-----------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,791,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 9
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on
behalf of Greenlight Capital, L.L.C., a Delaware limited liability company
("Greenlight") and Mr. David Einhorn, principal of Greenlight, relating to
shares of common stock of NeoMagic Corporation, a Delaware corporation (the
"Issuer").
Greenlight and Mr. Einhorn previously reported beneficial
ownership of the shares of the Issuer on a Schedule 13G, the last amendment to
such Schedule 13G being filed February 14, 2002. Greenlight and Mr. Einhorn may
engage in discussions that may require the filing of a Schedule 13D and are thus
filing this Schedule 13D.
This Schedule 13D relates to shares of common stock of the
Issuer ("Common Stock") issuable to (i) Greenlight Capital, L.P. ("Greenlight
Fund") and (ii) Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), of
which Greenlight is the general partner, and (iii) Greenlight Capital Offshore,
Ltd. ("Greenlight Offshore"), for which Greenlight Capital, Inc., an affiliate
of Greenlight which is also controlled by David Einhorn, acts as investment
advisor.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.001
per share
Issuer: NeoMagic Corporation
3260 Jay Street
Santa Clara, CA 95054
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by: (i) Greenlight Capital,
L.L.C., a Delaware limited liability company ("Greenlight") and (ii) Mr. David
Einhorn, principal of Greenlight ("Einhorn").
(b) The business address of Greenlight and Einhorn is 420
Lexington Avenue, Suite 1740, New York, NY 10170.
(c) Greenlight provides investment management services to
private individuals and institutions. The principal occupation of Mr. Einhorn is
investment management.
(d) Neither Greenlight nor Einhorn have, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither Greenlight nor Einhorn have, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
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(f) Greenlight is a Delaware limited liability company. Mr.
David Einhorn is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
As of March 27, 2003, Greenlight had invested (i) $1,094,237
through Greenlight Fund, (ii) $3,312,135 through Greenlight Qualified, and (iii)
$4,175,880 through Greenlight Offshore. The above amounts include any
commissions incurred in making the investments. The source of these funds was
the working capital of each of Greenlight Fund, Greenlight Qualified and
Greenlight Offshore.
ITEM 4. PURPOSE OF THE TRANSACTION
Greenlight and Mr. Einhorn (together, the "Reporting Persons")
acquired shares of Common Stock for portfolio investment purposes, and except as
described below, do not have any present plans or proposals that relate to the
business, policies, management, structure or capitalization of the Issuer. The
Reporting Persons believe that there may exist unexploited opportunities to
increase the value of the Common Stock. The Reporting Persons may seek
representation on the board of directors of the Issuer and intend to work with
the Issuer's management and board of directors regarding potential strategies to
increase shareholder value, including through communicating to management their
views regarding, among other items, the attractiveness of continuing research
and development investment, share repurchases and capital allocations. The
Reporting Persons may also contact other shareholders regarding potential
strategies to increase shareholder value. The Reporting Persons reserve the
right to acquire, or dispose of, additional securities of the Issuer, in the
ordinary course of business, to the extent deemed advisable in light of
Greenlight's general investment and trading policies, market conditions, the
availability of shares of Common Stock or other factors. Except as disclosed
above, none of the Reporting Persons have any plans or proposals of the type
described in (b)-(j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of March 27, 2003, Greenlight and Mr. Einhorn
beneficially own 2,791,000 shares of Common Stock of the Issuer, which
represents 9.3% of the Issuer's outstanding shares of Common Stock, which such
percentage was calculated by dividing (i) the 2,791,000 shares of Common Stock
beneficially owned by Greenlight and Mr. Einhorn as of the date hereof, by (ii)
29,947,125 shares of Common Stock outstanding as of November 30, 2002, based
upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on December 11, 2002.
(b) Greenlight and Mr. Einhorn, for the account of each of
Greenlight Fund, Greenlight Offshore and Greenlight Qualified, have the power to
vote and dispose of the shares of Common Stock held by each such entity.
Page 5 of 9
The filing of this statement on Schedule 13D shall not be
construed as an admission that Greenlight or Mr. Einhorn is for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the
beneficial owner of any of the 2,791,000 shares of Common Stock owned by
Greenlight Fund, Greenlight Offshore or Greenlight Qualified. Pursuant to Rule
13d-4, Greenlight and Mr. Einhorn disclaim all such beneficial ownership.
(c) The transactions in the Issuer's securities by Greenlight
during the last sixty days are listed as Annex A attached hereto and made a part
hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement dated March 27, 2003, between
Greenlight and Mr. Einhorn.
Page 6 of 9
ANNEX A
Transaction Buy/Sell Quantity Price per
Date (shares) Share ($)
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02/04/03 Buy 20,200 1.03
02/04/03 Sell 20,200 1.03
Page 7 of 9
SIGNATURE
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.
Dated: March 27, 2003
GREENLIGHT CAPITAL, L.L.C.
By: /S/ DAVID EINHORN
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David Einhorn, Managing Member
/S/ DAVID EINHORN
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David Einhorn
Page 8 of 9
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including any and all amendments thereto)
with respect to the Common Stock, par value $0.001 per share, of NeoMagic
Corporation, and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for
the timely filing of such Statement on Schedule 13D and any amendments thereto,
and for the accuracy and completeness of the information concerning such party
contained therein; provided, however, that no party is responsible for the
accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same
effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
March 27, 2003.
GREENLIGHT CAPITAL, L.L.C.
By: /S/ DAVID EINHORN
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David Einhorn, Managing Member
/S/ DAVID EINHORN
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David Einhorn
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