Neomagic Corp - Current report filing (8-K)
July 11 2008 - 5:27PM
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)
|
July
8, 2008
|
NeoMagic
Corporation
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-22009
|
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77-0344424
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(State
or Other Jurisdiction of
I
ncorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
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3250
Jay Street, Santa Clara, California
|
|
95054
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(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):
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
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
July
8, 2008, NeoMagic Corporation (the “Company”) received a notice from the Nasdaq
Stock Market that, due to recent vacancies on the Board of Directors and the
Audit Committee of its Board of Directors, it 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 and that the Company’s
Audit Committee have at least three independent directors. The vacancies were
created as a result of Steve Valenzuela’s resignation from the Company’s Board
of Directors and Audit Committee on June 24, 2008 and Dr. Anil Gupta’s
resignation from the Board of Directors on June 25, 2008.
In
accordance with Marketplace Rules 4350(c)(1) and 4350(d)(4), Nasdaq has provided
the Company a cure period to regain compliance until the earlier of the
Company’s next annual shareholders’ meeting or June 24, 2009; or if the next
annual shareholders’ meeting is held before December 22, 2008, then the Company
must evidence compliance no later than December 22, 2008. If the Company does
not regain compliance within this period, the Nasdaq Stock Market will provide
written notification that the Company’s securities will be delisted. Upon
receipt of the delisting notification, the Company may appeal the delisting
to
Nasdaq’s Listings Qualifications Panel.
The
Company is in the process of searching for an independent director to join
the
Board of Directors and to fill the vacancy on the Audit Committee.
ITEM
9.01
Financial
Statements and Exhibits
(d)
Exhibits
99.1
Press
Release of NeoMagic Corporation dated July 11, 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.
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NeoMagic
Corporation
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|
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(Registrant)
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Date:
July
11,
2008
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/s/
Steven P. Berry
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|
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Steven
P. Berry
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|
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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|
Description
|
|
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99.1
|
|
Press
Release of NeoMagic Corporation dated July 11,
2008.
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