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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 18, 2007
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NeoMagic Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-22009 77-0344424
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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
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Not Applicable
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(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))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On September 18, 2007, NeoMagic Corporation (the "Company") received a
Nasdaq Staff Determination notice from the Nasdaq Stock Market stating the
Company is not in compliance with Nasdaq's Marketplace Rule 4310(c)(14) because
the Company has not yet filed its Quarterly Report on Form 10-Q for its quarter
ended July 29, 2007. Therefore, the Company's securities are subject to
potential delisting.
The Company has requested a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination. Requesting a hearing will stay the
delisting until the hearing panel has rendered a decision. There can be no
assurances that the hearing panel will grant the Company's request for continued
listing.
On September 21, 2007, the Company issued a press release announcing the
receipt of the Staff Determination. A copy of the press release issued by the
Company concerning the foregoing is attached hereto as Exhibit 99.1. The
information contained in Exhibit 99.1 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated September 21, 2007, announcing notification from the
Nasdaq Stock Market.
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: September 21, 2007 /s/ Steven P. Berry
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Steven P. Berry
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated September 21, 2007, announcing notification from
the Nasdaq Stock Market.