Neomagic Corp - Current report filing (8-K)
June 30 2008 - 5:17PM
Edgar (US Regulatory)
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
24, 2008
|
NeoMagic
Corporation
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-22009
|
|
77-0344424
|
(State
or Other Jurisdiction of
I
ncorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
3250
Jay Street, Santa Clara, California
|
|
95054
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
|
(408)
988-7020
|
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
30, 2008, NeoMagic Corporation (the “Company”) notified the Nasdaq Capital
Market that the Company was not in compliance with Nasdaq’s Marketplace Rules
4350(c) and (d), which require that the Board of Directors consist of a majority
of independent directors, that the Company’s Audit Committee have at least three
independent directors, and that the Company’s Audit Committee have an audit
committee financial expert. Therefore, the Company’s securities are subject to
potential delisting.
The
Company is in the process of searching for an independent director to fill
the
vacancy on the Audit Committee and, separately, shall determine if any current
director on the Audit Committee fills the role of audit committee financial
expert.
ITEM
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
June
24, 2008, Steve Valenzuela, a director of the Company, a member of the Company’s
audit committee and the Company’s audit committee financial expert, notified the
Company that he was resigning as a director of NeoMagic Corporation effective
June 24, 2008.
On
June
25, 2008, Dr. Anil Gupta, a director of the Company, notified the Company that
he was resigning as a director of NeoMagic Corporation effective June 25, 2008.
SIGNATURE
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.
|
|
|
|
NeoMagic
Corporation
|
|
|
|
Date:
June
30, 2008
|
By:
|
/s/ Steven
P.
Berry
|
|
Steven
P. Berry
|
|
Chief
Financial Officer
|
Neomagic Corp (MM) (NASDAQ:NMGC)
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