- Statement of Beneficial Ownership (SC 13D)
29 Luglio 2009 - 3:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TP BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEOMAGIC CORPORATION
(Name of Issuer)
Common Stock, Par Value $.001 per share
(Title of Class of Securities)
640497202
(CUSIP Number)
David Tomasello
Attiva Capital Partners LTD
275 Madison Avenue, 4
th
Floor
New York, New York, 10016
Telephone: (917) 668-1217
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO.
640497202
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
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S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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ATTIVA CAPITAL PARTNERS LTD
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BVI
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7
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SOLE VOTING POWER
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NUMBER OF
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623,100 shares (equal to 4.96% of the share capital)
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SHARES
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED
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BY EACH
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0 SHARES
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REPORTING
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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623,100 shares (equal to 4.96% of the share capital)
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10
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SHARED DISPOSITIVE POWER
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0 SHARES
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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623,100 shares out of 1,878,353 aggregate shares collectively owned by all the Reporting Persons (as hereafter defined)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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4.96% of the aggregate 14.94% interest collectively held by the Reporting Persons.
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP NO.
640497202
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
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S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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COMPLEJO METALURGICO DE CUMANA – VENEZUELA (“COMMETASA”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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VENEZUELA
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7
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SOLE VOTING POWER
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NUMBER OF
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418,000 shares
(equal to 3.33% of the share capital)
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SHARES
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED
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BY EACH
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0
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REPORTING
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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418,000 shares
(equal to 3.33% of the share capital)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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418,000 shares out of 1,878,353 aggregate shares collectively owned by all the Reporting Persons
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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3.33% of the aggregate 14.94% interest collectively held by the Reporting Persons.
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14
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TYPE OF REPORTING PERSON
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CO
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CUSIP NO.
640497202
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
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S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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ANTONIO TOMASELLO
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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ITALY
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7
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SOLE VOTING POWER
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NUMBER OF
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682,253 shares
(equal to 5.43% of the share capital)
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SHARES
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED
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BY EACH
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0
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REPORTING
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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682,253 shares
(equal to 5.43% of the share capital)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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682,253 shares out of 1,878,353 aggregate shares collectively owned by all the Reporting Persons
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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5.43% of the aggregate 14.94% interest collectively held by the Reporting Persons.
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14
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TYPE OF REPORTING PERSON
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IN
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CUSIP NO.
640497202
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
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S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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DAVID TOMASELLO
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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VENEZUELA
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7
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SOLE VOTING POWER
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NUMBER OF
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155,000
(equal to 1.23% of the share capital)
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SHARES
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BENEFICIALLY
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8
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SHARED VOTING POWER
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OWNED
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BY EACH
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0
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REPORTING
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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155,000
(equal to 1.23% of the share capital)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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155,000 shares out of 1,878,353 aggregate shares
collectively
owned by all the Reporting Persons
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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1.23%
of the aggregate 14.94% interest collectively held by the Reporting Persons.
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14
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TYPE OF REPORTING PERSON
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IN
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United States
Securities and Exchange Commission
Schedule 13D
Item 1. Security and Issuer
This statement relates to the common stock, $.001 par value per share (the “Common Stock”), of NeoMagic Corporation (the “Company” or “Issuer”), whose principal executive offices are located at 780 Montague Expressway, #504, San Jose, California, 95131.
Item 2. Identity and Background
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(a)
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Attiva Capital Partners LTD (hereinafter referred to as the “Attiva Reporting Person”)
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Commetasa (“Commetasa Reporting Person”)
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Antonio Tomasello (“Antonio Tomasello Reporting Person”)
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David Tomasello (“David Tomasello Reporting Person”) and together with the Attiva Reporting Person, The Commetasa Reporting Person, the Antonio Tomasello Reporting Person, the “Reporting Persons”
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(b)
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The purpose of business of Attiva Reporting Person is financial investing.
The Attiva Reporting Person is a Limited Partnership incorporated under the laws of the British Virgin Island. The members of the Attiva Reporting Person are David Tomasello and Gonzalo Mendoza. David
Tomasello is the managing partner of the Attiva Reporting Person
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The purpose of business of Commetasa Reporting Person is carrying out heavy metal work in Venezuela.
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Avenida Cristobal Colon
Residencias Vista Azul, Penthouse A, Cumana, Estado Sucre 6101
Venezuela
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Avenida Cristobal Colon, Edificio Flavesa, Cumana — Estado Sucre, Venezuela
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(c)
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The address(es) of principal
business and principal offices of business of the Attiva Reporting Person is: 275 Madison Avenue, 4
th
Floor, New York, NY 10016
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The address(es) of principal
business and principal offices of business of the Commetasa Reporting Person is: Zona Industrial el Peñon Av. Principal, Cumana, Edo. Sucre, Venezuela
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President, Metalinvest, S.A., Avenida Cristobal Colon
Edificio Vista Azul PH — D, Cumana, Estado Sucre 6101, Venezuela
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Chairman of the Commetasa Reporting Person, Managing Partner of the Attiva Reporting Person.
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(d)
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None
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None
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None
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None
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(e)
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None
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None
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None
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None
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(f)
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Organized in BVI
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Organized in Venezuela
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Citizen of Italy, father of David Tomasello
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Citizen of Venezuela, son of Antonio Tomasello
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Item 3. Source and Amount of Funds or Other Consideration
The Attiva Reporting Person and the Commetasa Reporting Person used working capital to make all acquisitions of Common Stock currently owned by each of them, respectively.
The Antonio Tomasello Reporting Person and the David Tomasello Reporting Person used personal funds to make all acquisitions of Common Stock currently owned by each of them, respectively.
Item 4. Purpose of Transaction
The disclosures below are specifically intended to reflect information relating to clauses (a), (b), (c), (d) and (j) of Item 4 of Schedule 13D.
Each of the Reporting Persons intend to review his or its investments in the Issuer on a continuing basis and any of them may engage in discussions with management and the Board of Directors concerning the business, operations and future plans of the Issuer as he or it deems appropriate. Depending on various factors including, without limitation,
the Issuer’s financial position and investment strategy, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as he or it deems appropriate in particular, but without any limitation, engaging financial, legal and other advisors, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board of directors
or operations of the Issuer, changes to the overall strategic direction of the Issuer, merger and/or sale opportunities, communicating with other shareholders regarding the Company, purchasing additional shares of Common Stock, selling some or all of his or its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, gaining representation on the board of directors, including without limitation by nominating any director or officer selected by the Reporting
Persons, or changing his or its intention with respect to any and all matters referred to in this Item 4. Representatives of the Reporting Persons have engaged in discussions with certain persons, including without limitation semiconductor manufacturers, to explore merger and/or sale opportunities.
Item 5. Interest in Securities of the Issuer
(a) The total number of shares of the Issuer’s Common Stock, $.001 par value, outstanding at May 3, 2009, the date of the Issuer’s most recent prior filing, was 12,570,0941. As of the date of this Schedule 13D: the Attiva Reporting person owns 623,100 shares of Common Stock, the Commetasa Reporting Person owns 418,000
shares of Common Stock, the Antonio Tomasello Reporting Person owns 682,253 shares of Common Stock and the David Tomasello Reporting Person owns 155,000 shares of Common Stock. In the aggregate, this represents 1,878,353 shares of the Company’s Common Stock, which is approximately 14.94% of the total shares of the Company’s Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Act of 1934
(b) The Attiva Reporting Person has granted David Tomasello, managing partner of the Attiva Reporting Person, the sole power to vote or direct the vote of 623,100 shares of the Company’s Common Stock. The Commetasa Reporting Person has granted David Tomasello, chairman of the Commetasa Reporting Person, the sole power to vote
or direct the vote of 418,000 shares of the Company’s Common Stock. The Antonio Tomasello Reporting Person has granted David Tomasello, son of the Antonio Tomasello Reporting Person, the sole power to vote or direct the vote of 682,253 shares of the Company’s Common Stock.
(c) The Reporting Persons have effected the transactions listed below in shares of the Company’s Common Stock during the last 60 days. Each of these transactions was effected by means of brokerage transactions over the counter.
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Trade Date
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Number of shares
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Type of Trade
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Price per share (US$)
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05/29/2009
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5,000
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Buy
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0.025
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06/03/2009
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1,800
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Buy
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0.028
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06/04/2009
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10,000
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Buy
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0.025
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06/10/2009
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10,000
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Buy
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0.029
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06/17/2009
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5,300
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Buy
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0.029
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07/20/2009
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5,000
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Buy
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0.035
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07/22/2009
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10,000
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Sell
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0.065
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07/22/2009
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10,000
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Sell
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0.065
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07/22/2009
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10,000
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Sell
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0.065
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07/22/2009
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20,000
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Sell
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0.065
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Commetasa Reporting Person Trades:
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Trade Date
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Number of shares
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Type of Trade
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Price per share (US$)
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07/09/2009
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200,000
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Buy
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0.0291
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07/14/2009
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100,000
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Buy
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0.0283
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07/15/2009
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50,000
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Buy
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0.298
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The Antonio Tomasello Reporting Person has not carried out any trade in connection with the shares of Common Stock of the Issuer in the past 60 days.
David Tomasello Reporting Person Trades:
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Trade Date
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Number of shares
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Type of Trade
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Price per share (US$)
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07/20/2009
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5,000
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Buy
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0.037
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07/20/2009
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10,000
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Buy
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0.03
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07/20/2009
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10,000
|
Buy
|
0.03
|
|
07/20/2009
|
10,000
|
Buy
|
0.037
|
|
07/20/2009
|
10,000
|
Buy
|
0.037
|
|
07/20/2009
|
10,000
|
Buy
|
0.04
|
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
As indicated in Item 5(b), the Attiva Reporting Person has granted David Tomasello, managing partner of the Attiva Reporting Person, the sole power to vote or direct the vote of 623,100 shares of the Company’s Common Stock. The Commetasa Reporting Person has granted David Tomasello, Chairman of the Commetasa Reporting Person,
the sole power to vote or direct the vote of 418,000 shares of the Company’s Common Stock. The Antonio Tomasello Reporting Person has granted David Tomasello, son of the Antonio Tomasello Reporting Person, the sole power to vote or direct the vote of 682,253 shares of the Company’s Common Stock.
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Issuer, other than those disclosed in the present filing.
Item 7. Material to Be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July [___], 2009
|
|
/s/ David Tomasello
|
|
|
David Tomasello, as managing partner of Attiva Capital Partners LTD
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July [___], 2009
|
|
/s/ David Tomasello
|
|
|
David Tomasello, as chairman of Complejo Metalurgico De Cumana – Venezuela
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July [___], 2009
|
|
/s/ Antonio Tomasello
|
|
|
Antonio Tomasello
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: July [__], 2009
|
|
/s/ David Tomasello
|
|
|
David Tomasello
|
Grafico Azioni NeoMagic (PK) (USOTC:NMGC)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni NeoMagic (PK) (USOTC:NMGC)
Storico
Da Gen 2024 a Gen 2025
