Attached files
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| EX-4.16 - AMENDMENT TO CLASS A AND CLASS B WARRANTS, DATED NOVEMBER 23, 2009 - NEOMAGIC CORP | ex4-16.htm |
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) November 23,
2009
NeoMagic
Corporation
(Exact
Name of Registrant as Specified in Charter)
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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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780
Montague Expressway, #504, San Jose, California
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95131
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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
(408)
428-9725
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01 Entry
into a Material Definitive Agreement
As previously report, on October 16,
2009 Attiva Capital Partners, Ltd. ("Attiva");
Bluestone Financial Ltd., ("Bluestone")
and Mediastone LLC, ("Mediastone")
(collectively, the "Investors"),
paid the Company $600,000 to purchase 20,000,000 shares of the Company's Common
Stock.
The Investors also received 20,000,000
Class A Warrants exercisable at $0.06 a share during the 2 year period ending
October 15, 2011 (the "Exercise
Period") and 20,000,000 Class B Warrants exercisable at $0.09 a share.
However, the Company retained the right to shorten the Exercise Period to 30
days, if the quoted bid price of the Common Stock in the "pink sheets" was
greater than 200% (the "Trigger
Percentage") of the Warrant's exercise price, for a period of 15
consecutive trading days.
As of November 17, 2009, the quoted bid
price of the Common Stock had been greater than $.12 for more than 15
consecutive trading days and, accordingly, the Company became entitled to
shorten the Exercise Period for the Class A Warrants to 30
days. However, pursuant to a request from the Investors, on November
23, 2009, the Company's Board of Directors determined that it was in the best
interests of the Company's shareholders not to shorten the Exercise Period and
the Board approved an Amendment of the Class A and B Warrants which increased
the Trigger Percentage from 200% to 300%. As a result, the Company cannot
accelerate the Exercise Period for the Class A or Class B Warrants until the 15
trading day bid price has been $0.18 or $0.27, respectively. All other
provisions of the Warrants remain in full force and effect.
The above-described Board actions with
respect to the Warrants were approved by the 3 disinterested members of the
Company's Board of Directors. Mr. David Tomasello, who is deemed to be
beneficial owner of the Warrants held by Attiva and Bluestone, and Mr. Granier,
who is deemed to be beneficial owner of the Warrants held by Mediastone, both
abstained from voting.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
4.16 Amendment
to Class A and Class B Warrants, dated November 23, 2009
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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(Registrant)
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Date:
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November
27, 2009
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/s/
Douglas R. Young
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DOUGLAS
R. YOUNG
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President
and Chief Executive Officer
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