UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported)
|
June
2, 2008
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NeoMagic
Corporation
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-22009
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77-0344424
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3250
Jay Street, Santa Clara, California
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95054
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(408)
988-7020
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Not
Applicable
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
June
2, 2008, NeoMagic Corporation (“NeoMagic” or the “Company”), received a letter
from the Nasdaq Stock Market indicating that NeoMagic is not in compliance
with
the Nasdaq Stock Market’s requirements for continued listing because, for the
previous 30 consecutive business days, the bid price of NeoMagic’s common stock
had closed below the minimum $1.00 per share requirement for continued inclusion
under Nasdaq Marketplace Rule 4310(c)(4) (the “Minimum Bid Price Rule”). Nasdaq
stated in its letter that in accordance with the Nasdaq Marketplace Rules,
NeoMagic will be provided 180 calendar days, or until December 1, 2008, to
regain compliance with the Minimum Bid Price Rule. If, at any time before
December 1, 2008, the bid price of NeoMagic’s common stock closes at $1.00 per
share or more for a minimum of 10 consecutive business days, the Nasdaq staff
will provide the Company written notification that it has achieved compliance
with the Minimum Bid Price Rule.
The
letter also states that if the Company does not regain compliance with the
Minimum Bid Price Rule by December 1, 2008, the Nasdaq staff will determine
whether the Company meets the Nasdaq Capital Market initial listing criteria
as
set forth in Marketplace Rule 4310(c), except for the bid price requirement.
If
the Company meets the initial listing criteria, the Nasdaq staff will notify
the
Company that it has been granted an additional 180 calendar day compliance
period. If NeoMagic is not eligible for an additional compliance period,
the
Nasdaq staff will provide written notification that the Company’s securities
will be delisted. Upon receipt of this delisting notification, the Company
may
appeal the delisting to a Listing Qualifications Panel of Nasdaq.
On
June
5, 2008, NeoMagic issued the press release attached to this Current Report
as
Exhibit 99.1.
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits
99.1
|
Press
Release of NeoMagic Corporation dated June 5, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NeoMagic
Corporation
(Registrant)
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|
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Date:
June
5, 2008
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By:
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/s/ Steven
P.
Berry
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Steven
P. Berry
Chief
Financial Officer
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|
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Press
Release of NeoMagic Corporation dated June 5,
2008.
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