UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14C
(RULE
14c-101)
SCHEDULE 14C
INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
x
Preliminary
information statement.
o
Confidential, for
use of the Commission only (as permitted by Rule 14c-5(d)(2))
o
Definitive
information statement.
NEOMAGIC
CORPORATION
(Name of
Registrant as Specified in its Charter)
Payment
of filing fee (check the appropriate box):
o
No fee
required.
o
Fee computed on
table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title
of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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Proposed
maximum aggregate value of transaction:
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Total
fee paid:
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o
Fee paid
previously with preliminary materials.
o
Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount
previously paid:
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Form,
schedule or registration statement no.:
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Filing
party:
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Date
filed:
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NEOMAGIC
CORPORATION
2372-A
Qume Drive
San
Jose, CA 95131
(408)
428-9725
NOTICE
OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
To the
Stockholders of NeoMagic Corporation:
The purpose of this Notice and the
accompanying Information Statement is to notify you that the holders of shares
of our common stock, representing a majority of the voting power of NeoMagic
Corporation, approved by written consent on April 15, 2010:
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1.
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An
amendment to Article 4 of our Restated Certificate of Incorporation, as
amended, to increase the number of shares of Common Stock (“Shares”) that
we are authorized to issue from one hundred million (100,000,000) shares
to two hundred million (200,000,000) shares;
and
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2.
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An
amendment to (i) Item 3 of our 2003 Stock Plan, as amended July 12, 2007
(the “Plan”), to increase the maximum aggregate number of Shares that may
be optioned and sold under the Plan from 2,128,411 to twenty million
(20,000,000), and (ii) Item 6(c) of the Plan to increase the maximum
number of Shares subject to options that may be granted to a Service
Provider, in any fiscal year of the Company, from four hundred thousand
(400,000) to no more than five million (5,000,000) Shares, except, that in
connection with his or her initial service, a Service Provider may be
granted options to purchase up to an additional two hundred thousand
(200,000) Shares, which will not count against the limit set forth
above.
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Our Board of Directors has fixed the
close of business on March 18, 2010 as the record date for determining the
stockholders entitled to notice of the above noted actions. Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
corporate action authorized by our majority stockholders can be taken no sooner
than 20 calendar days after the accompanying Information Statement is first
mailed to NeoMagic’s stockholders. We anticipate that this Notice and
the accompanying Information Statement will be first mailed to stockholders of
record on May 3, 2010. On or after May 24, 2010, the amendment to the
Certificate of Incorporation will be filed with the Delaware Secretary of State
and become effective and on May 24, 2010 the amendment to the 2003 Stock Plan
will become effective.
Delaware corporation law permits
holders of a majority of the voting power to take stockholder action by written
consent.
As the matters set
forth in this Notice and accompanying Information Statement have been duly
authorized and approved by the written consent of the holders of a majority of
our issued and outstanding voting securities, your vote or consent is not
requested or required to approve these matters. Accordingly, NeoMagic
will not hold a meeting of its stockholders to consider or vote upon the
proposed amendment to NeoMagic’s Certificate of Incorporation or amendment to
its 2003 Stock Plan.
The accompanying Information Statement
serves as the notice required by Section 228 of the Delaware General Corporation
Law of the taking of corporate action without a meeting by less than unanimous
written consent of our stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
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BY
ORDER OF OUR BOARD OF DIRECTORS
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Syed
Zaidi
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President
and Chief Executive Officer
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NEOMAGIC
CORPORATION
2372-A
Qume Drive
San
Jose, CA 95131
(408)
428-9725
INFORMATION
STATEMENT
To the
Stockholders of NeoMagic Corporation:
The purpose of this Information
Statement is to notify you that the holders of shares representing a majority of
the voting power of NeoMagic Corporation have given their written consent to
resolutions adopted by the Board of Directors of NeoMagic to the following
actions:
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1.
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An
amendment to Article 4 of our Restated Certificate of Incorporation, as
amended, to increase the number of shares of Common Stock (“Shares”) that
we are authorized to issue from one hundred million (100,000,000) shares
to two hundred million (200,000,000) shares;
and
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2.
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An
amendment to (i) Item 3 of our 2003 Stock Plan, as amended July 12, 2007
(the “Plan”), to increase the maximum aggregate number of Shares that may
be optioned and sold under the Plan from 2,128,411 to twenty million
(20,000,000), and (ii) Item 6(c) of the Plan to increase the maximum
number of Shares subject to options that may be granted to a Service
Provider, in any fiscal year of the Company, from four hundred thousand
(400,000) to no more than five million (5,000,000) Shares, except, that in
connection with his or her initial service, a Service Provider may be
granted options to purchase up to an additional two hundred thousand
(200,000) Shares, which will not count against the limit set forth herein
above.
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WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
Our Board of Directors has fixed the
close of business on March 18, 2010 as the record date for determining the
stockholders entitled to notice of the above noted actions. Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
corporate action authorized by our majority stockholders can be taken no sooner
than 20 calendar days after the accompanying Information Statement is first
mailed to NeoMagic’s stockholders. We anticipate that this Information Statement
will be first mailed on May 3, 2010 to stockholders of record. On or
after May 24, 2010, the amendment to the Restated Certificate of Incorporation
will be filed with the Delaware Secretary of State and become effective and on
May 24, 2010 the amendment to the 2003 Stock Plan will become
effective.
Delaware corporation law permits
holders of a majority of the voting power to take stockholder action by written
consent.
As the matters set
forth in this Information Statement have been duly authorized and approved by
the written consent of the holders of a majority of our issued and outstanding
voting securities, your vote or consent is not requested or required to approve
these matters. Accordingly, NeoMagic will not hold a meeting of its
stockholders to consider or vote upon the proposed amendment to NeoMagic’s
Restated Certificate of Incorporation or amendment to its 2003 Stock
Plan
.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
We determined the stockholders of
record for purposes of this stockholder action at the close of business on March
18, 2010 (the “Record Date”). As of the Record Date, the Company’s
issued and outstanding capital stock consisted of 44,451,394 shares of common
stock, par value $0.001 per share, which was held by approximately 83 holders of
record.
The following table sets forth certain
information with respect to beneficial ownership of our common stock as of March
18, 2010 by (i) each person known by us to be a beneficial owner of more than 5%
of our outstanding Common Stock, (ii) each of the executive officers named in
the fiscal year 2010 Summary Compensation Table, (iii) each of our directors,
and (iv) all of our directors and executive officers as a group. The information
on beneficial ownership in the table and the footnotes hereto is based upon our
records and the most recent Schedule 13D or 13G filed by each such person or
entity and information supplied to us by such person or entity. Except as
otherwise indicated (or except as contained in a referenced filing), each person
has sole voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where
applicable.
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Name
and Address(1)
Of
Beneficial Owner
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Common
Stock Beneficially Owned
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%
of
Class(2)
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David
Tomasello
(3)
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60,523,354
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75.82
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%
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Jorge
Granier-Phelps
(4)
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7,041,666
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14.32
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%
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Douglas
Young
(5)
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3,698,026
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7.94
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%
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Syed
Zaidi
(6)
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3,614,316
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7.77
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%
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Joseph
Fitzgerald
(7)
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45,000
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*
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Andrew
Rosengard
(8)
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4,167
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*
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Officers
and Directors as a
Group
(6 persons)
(9)
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74,926,529
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84.37
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%
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* Less
than one percent of the outstanding Common Stock.
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(1)
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Unless
otherwise noted, the address of each person is c/o NeoMagic Corporation,
2372-A Qume Drive, San Jose, CA 95131.
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(2)
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Applicable
percentages are based on 44,451,394 shares of our Common Stock outstanding
on March 18, 2010 and are calculated in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. Shares of common stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of March 18, 2010 are deemed
outstanding for computing the percentage of the person holding such option
or warrant but are not deemed outstanding for computing the percentage of
any other person.
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(3)
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The
shares of Common Stock are held in the names of Attiva Capital Management,
LTD (1,156,433), Bluestone Financial LTD (22,533,334), Commetasa
(518,000), Antonio Tomasello (682,253) and David Tomasello
(255,000). Mr. Tomasello has sole voting power with respect to
all such shares. Includes 17,333,334 shares issuable to
Bluestone Financial LTD and 333,333 shares issuable to Attiva Capital
Management, LTD under Class A Warrants exercisable within 60 days after
March 18, 2010. Includes 17,333,334 shares issuable to
Bluestone Financial LTD and 333,333 shares issuable to Attiva Capital
Management, LTD under Class B Warrants exercisable within 60 days after
March 18, 2010. Includes 45,000 shares issuable under stock options
exercisable within 60 days after March 18, 2010, which are held directly
by Mr. Tomasello.
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(4)
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The
shares of Common Stock are held in the name of Mediastone LLC, of which
Mr. Granier-Phelps is Managing Director. Mr. Granier-Phelps has sole
voting power with respect to all such shares. Includes
2,333,333 shares issuable to Mediastone LLC under Class A Warrants
exercisable within 60 days after March 18, 2010. Includes
2,333,333 shares issuable to Mediastone LLC under Class B Warrants
exercisable within 60 days after March 18, 2010. Includes
41,667 shares issuable under stock options exercisable within 60 days
after March 18, 2010, which are held directly by Mr.
Granier-Phelps.
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(5)
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Includes
565,200 shares issuable under stock options exercisable within 60 days
after March 18, 2010. Includes 783,206 shares issuable under
Class A Warrants exercisable within 60 days after March 18,
2010. Includes 783,206 shares issuable under Class B Warrants
exercisable within 60 days after March 18, 2010.
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(6)
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Includes
567,808 shares issuable under stock options exercisable within 60 days
after March 18, 2010. Includes 761,627 shares issuable under
Class A Warrants exercisable within 60 days after March 18,
2010. Includes 761,627 shares issuable under Class B Warrants
exercisable within 60 days after March 18, 2010.
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(7)
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Includes
45,000 shares issuable under stock options exercisable within 60 days
after March 18, 2010.
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(8)
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Includes
4,167 shares issuable under stock options exercisable within 60 days after
March 18, 2010.
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(9)
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Includes
44,358,509 shares issuable under stock options and warrants exercisable
within 60 days after March 18,
2010.
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We have undergone a change of control
since the beginning of our last fiscal year 2010, which began January 26,
2009. Entities affiliated with David Tomasello (the “Tomasello
Entities”) acquired 25,145,020 shares of our common stock and Class A Warrants
and Class B Warrants exercisable for an aggregate of 35,333,334 shares of our
Common Stock. The Tomasello Entities acquired 2,078,353 shares of our
Common Stock through open market purchases and the remainder through private
placements by us on October 16, 2009 and February 11, 2010. As of
March 18, 2010, t
he
Tomasello Entities beneficially own 75.82% of our outstanding Shares, as
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of
1934.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table sets forth information regarding all compensation awarded to,
earned by or paid to in fiscal years 2010 and 2009 each person who served as our
principal executive officer during fiscal 2010 and 2009. Fiscal years 2010 and
2009 ended on January 31 and January 25, respectively. We refer to the two
executive officers identified in this table as our Named Executive
Officers.
Name
and Principal Position
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Year
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Salary
($)
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Option
Awards
($)
(1)
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Non-Equity
Incentive
Plan
Compensation
($)
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All
Other Compensation
($)
(2)
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Total
($)
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Douglas
R. Young
(3)
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2010
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$
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211,150
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(5)
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$
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256,029
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$
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—
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$
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1,815
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$
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468,994
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Former
President and Chief Executive Officer
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2009
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$
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186,101
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$
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164,633
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$
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—
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$
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1,719
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$
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352,453
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Syed
Zaidi
(4)
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2010
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$
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175,884
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$
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164,253
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$
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—
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$
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21,540
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$
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361,677
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President
and Chief Executive Officer
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2009
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$
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178,154
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$
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170,178
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(6)
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$
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—
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$
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17,756
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$
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366,088
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(1)
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Represents
the dollar amount recognized by the Company for financial reporting
purposes under FAS 123R as non-cash compensation.
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(2)
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Includes
premiums paid for health and life insurance, net of premium paid by the
Named Executive Officer.
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(3)
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Mr.
Young was our President, Chief Executive Officer until his resignation
effective January 19, 2010 and he was our Acting Chief Financial Officer
from January 2009 until December 2009.
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(4)
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Mr.
Zaidi was our Chief Operating Officer until January 18,
2009. He became our President and Chief Executive Officer
January 19, 2010.
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(5)
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Includes
$20,388 in paid out vacation.
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(6)
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Includes
$160,839 for stock options and $9,339 from employee stock purchase
plan.
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Stock
Awards
There were no grants or vesting of
stock awards made by the Company to any Named Executive Officer during the
fiscal year ended January 31, 2010, and there were no unvested stock awards
outstanding at fiscal 20
1
0
year end.
Grants
of Option Awards
We currently award stock options under
our 2003 Stock Plan. The 2003 Stock Plan was approved by stockholders. The 1998
Stock Option Plan was not required to be approved by stockholders. Beginning
with fiscal year 2004, as a result of regulatory changes, all material changes
to both plans require stockholder approval. The Compensation Committee issued
stock options in December 2009 in lieu of increases in salary. All options
granted to Named Executive Officers during fiscal 20
1
0 were granted under the 2003
Stock Plan. The stock options are intended to align the interest of the
executive officers with those of stockholders. The stock options are also
designed to attract and retain the Named Executive Officers, and to motivate
them to achieve the corporate objectives. A Named Executive Officer generally
forfeits any unvested stock option upon ceasing employment.
On December 2, 2009, each of Douglas R.
Young and Syed Zaidi were granted options vesting in equal monthly installments
over a period of one year beginning on December 3, 2009 on 250,000 shares of
Common Stock exercisable at $0.18 per share. The closing market price
on the date of grant was $0.09 per share. The term of such options is
five (5) years from the date of grant.
Outstanding
Equity Awards at 2010 Fiscal Year End
The
following table provides information concerning unexercised options to purchase
the Company’s Common Stock held by each of the Named Executive Officers as of
January 31, 2010. There were no other outstanding equity awards as of
January 31, 2010.
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Option
Awards
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Name
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Number
of Securities
Underlying
Unexercised
Options (#)
Exercisable
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Number
of Securities
Underlying
Unexercised
Options
(#) Unexercisable
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Option
Exercise
Price ($)
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Option
Expiration
Date
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Douglas
Young
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250,000
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0
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(1
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$
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0.18
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7/19/2010
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60,000
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0
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(1
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$
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1.51
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7/19/2010
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38,200
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0
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(1
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$
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2.15
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7/19/2010
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80,000
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0
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(1
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$
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2.40
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7/19/2010
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16,000
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0
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(1
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$
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4.65
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7/19/2010
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60,000
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0
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(1
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$
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4.83
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7/19/2010
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45,000
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0
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(1
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$
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6.56
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7/19/2010
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16,000
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0
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(1
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$
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21.50
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7/19/2010
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Syed
Zaidi
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20,833
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229,167
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(2
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$
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0.18
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12/2/2014
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28,750
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31,250
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(3
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$
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1.51
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2/4/2018
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23,208
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0
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(1
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$
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2.05
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5/18/2015
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21,875
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8,125
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(4
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$
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4.17
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2/23/2017
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36,667
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3,333
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(6
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$
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4.83
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5/10/2012
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10,000
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0
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(1
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$
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5.00
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5/30/2010
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53,958
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16,042
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(5
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$
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6.56
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12/18/2012
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20,000
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0
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(1
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$
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12.90
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11/6/2013
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14,600
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0
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(1
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$
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13.95
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9/18/2013
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20,000
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0
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(1
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$
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14.85
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5/30/2010
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20,000
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0
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(1
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$
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16.00
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5/15/2012
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(1)
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These
options are fully vested as of January 31, 2010.
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(2)
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These
options represent option awards made in fiscal 2010. The options vest at
the rate of 1/12
th
monthly with the initial vesting on January 3, 2010 and continuing monthly
thereafter until fully vested on December 3, 2010. The options have a life
of 5 years from the date of grant.
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(3)
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These
options represent option awards made in fiscal 2009. The options vest at
the rate 1/48
th
monthly with the initial vesting on March 4, 2008 and continuing monthly
thereafter until fully vested on February 4, 2012. The options have a life
of 10 years from the date of grant.
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(4)
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These
options represent option awards made in fiscal 2008. The options vest at
the rate 1/48
th
monthly with the initial vesting on March 23 2007 and continuing monthly
thereafter until fully vested on February 23, 2011. The options have a
life of 10 years from the date of grant.
|
|
|
|
|
(5)
|
These
options represent option awards made in fiscal 2007. The options vest at
the rate of 1/48
th
monthly with the initial vesting on January 18, 2007 and continuing
monthly thereafter until fully vested on December 18, 2010. The
options have a life of 6 years from the date of grant.
|
|
|
|
|
(6)
|
These
options represent option awards made in fiscal 2007. The options vest at
the rate of 1/48th monthly with the initial vesting on June 10, 2006
and continuing monthly thereafter until fully vested on May 10, 2010. The
options have a life of 6 years from the date of
grant.
|
Option
Exercises and Stock Vested
There were no exercises of
stock options made by the Named Executive Officers during the fiscal year ended
January 31, 2010.
Pension
Benefits
The
Company does not have any pension benefit plans that are required to be
reported.
Nonqualified
Deferred Compensation
The
Company does not have any nonqualified deferred compensation plans that are
required to be reported.
Potential
Payments upon Termination of Employment or Change of Control
In the
tables below, we summarize the estimated payments that would be made to each of
our Named Executive Officers upon a termination of employment in various
circumstances. The actual amounts to be paid can only be determined at the time
of a change in control or executive’s termination. Mr. Douglas Young had ceased
to be an employee of the Company as of January 31, 2010.
Date of Triggering Event:
The
table assumes that any triggering event (i.e. termination, resignation, Change
in Control, death or disability) took place on January 31, 2010 with base
salaries in effect at the end of fiscal year 2010 being used for purposes of any
severance payout calculation except as noted.
Price Per Share of Common
Stock:
Calculations requiring a per share stock price are made on the
basis of the closing price of $0.05 per share of our common stock on the Pink
Sheets on January 29, 2010, the last trading day of our fiscal year ending
January 31, 2010.
Equity Acceleration upon a Change of
Control or Merger:
The Board of Directors of the Company, in its
discretion, can provide for acceleration of the vesting of all other outstanding
options or awards at any time, including upon a Change of Control.
Under the
2003 Stock Plan, the 1998 Nonstatutory Stock Option Plan, and the 1993 Stock
Option Plan, upon a merger of the Company with or into another corporation, or
the sale of substantially all of the assets of the Company, each outstanding
option and stock purchase right shall be assumed or an equivalent option or
right substituted by the successor corporation or a parent or subsidiary of the
successor corporation. If the successor corporation refuses to assume or
substitute for the option or stock purchase right, the optionee shall fully vest
in and have the right to exercise the option or stock purchase right as to all
of the optioned stock, including shares as to which it would not otherwise be
vested or exercisable. The Board of Directors, in its sole discretion, may
authorize any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any option or the shares of Common Stock
relating thereto.
Syed
Zaidi
The
Company is party to an employment agreement with Mr. Zaidi, its Chief
Operating Officer. Pursuant to the agreement, dated December 5, 2007,
Mr. Zaidi serves on an “at-will” basis and is entitled to receive an annual
base salary of $240,000, subject to annual review by the Compensation Committee.
Mr. Zaidi is also eligible to receive bonuses in such amounts and based
upon such performance criteria as the Compensation Committee of the Board
determines in its discretion following consultation with Mr. Zaidi.
Mr. Zaidi is also entitled to receive stock options, restricted stock or
other equity awards pursuant to any plans or arrangements the Company may have
in effect from time to time, at the discretion of the Compensation Committee. In
addition, upon a termination of Mr. Zaidi’s employment (1) by the
Company other than for Cause, (2) due to Mr. Zaidi’s death or
disability, or (3) by Mr. Zaidi for Good Reason, Mr. Zaidi will
receive: (1) a lump sum payment in an amount equal to six months of salary,
(2) Company-paid coverage for Mr. Zaidi and his eligible dependents
under the Company’s benefit plans for twelve (12) months following such
termination, and (3) the right to exercise all vested and outstanding stock
options and stock appreciation rights granted to Mr. Zaidi by the Company
for six (6) months from the effective date of such
termination.
Upon a
termination of Mr. Zaidi’s employment in connection with a Change in
Control by the Company other than for Cause, or by Mr. Zaidi for Good
Reason, Mr. Zaidi will receive: (1) a lump sum payment in an amount
equal to twelve months of salary, (2) Company-paid coverage for
Mr. Zaidi and his eligible dependents under the Company’s benefit plans for
twelve (12) months following such termination, (3) all outstanding
options, stock appreciation rights or other similar rights to acquire Company
common stock that are not otherwise vested as of such date shall immediately
vest in full, and (4) the right to exercise all vested and outstanding
stock options and stock appreciation rights granted to Mr. Zaidi by the
Company for six (6) months from the effective date of such
termination.
If Mr. Zaidi resigns voluntarily,
such resignation is not for Good Reason, and he gives the Company at least 60
days’ notice of resignation, Mr. Zaidi will receive 6 months accelerated
vesting of all outstanding options, stock appreciation rights or other similar
rights to acquire Company common stock that are not otherwise vested, such
acceleration effective as of the 60th day after Mr. Zaidi has delivered his
notice of resignation to the Company. All of the severance payments and benefits
are conditioned on Mr. Zaidi signing a general release of claims against
the Company. Mr. Zaidi is subject to non-competition covenants for one year
following his termination of employment for any reason.
Explanation
of Terms
The term
“Change in Control” means the occurrence of any of the following
events:
|
|
(i)
|
any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 50% or more of the total voting
power represented by the Company’s then outstanding voting securities;
or
|
|
|
(ii)
|
the
date of the consummation of a merger or consolidation of the Company with
any other corporation that has been approved by the stockholders of the
Company, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; or
|
|
|
(iii)
|
the
date of the consummation of the sale or disposition by the Company of all
or substantially all the Company’s
assets.
|
The term
“Cause” for purposes of these agreements means:
|
|
(i)
|
the
willful failure by Employee to substantially perform Employee’s material
duties under this Agreement other than a failure resulting from the
Employee’s Disability,
|
|
|
(ii)
|
Employee’s
conviction of or plea of
nolo contendere
to the commission of any felony or gross
misdemeanor, but only if such event significantly harms the Company’s
reputation or business;
|
|
|
(iii)
|
any
fraud, misrepresentation or gross misconduct by Employee that is
materially injurious to the Company;
|
|
|
(iv)
|
a
material and willful violation by Employee of a federal or state law or
regulation applicable to the business of the Company which is materially
injurious to the Company, and
|
|
|
(v)
|
Employee’s
willful breach of a material provision of this Agreement. The Company will
not terminate Employee’s employment for Cause without first providing
Employee with written notice specifically identifying the acts or
omissions constituting the grounds for a Cause termination and, with
respect to clauses (i), (iii) and (v), a reasonable cure period of
not less than thirty (30) business days following such notice. No act
or failure to act by Executive will be considered “willful” unless
committed without good faith and without a reasonable belief that the act
or omission was in the Company’s best interest, as determined by the
Company’s Board of Directors.
|
The term “Good Reason” for purposes of
these agreements means Employee’s resignation within thirty (30) days
following the expiration of any Company cure period (discussed below) following
the occurrence of one or more of the following, without the Employee’s
consent:
|
|
(i)
|
the
assignment to Employee of any duties, or the reduction of the Employee’s
duties, either of which results in a material diminution of the Employee’s
position or responsibilities with the Company in effect immediately prior
to such assignment, or the removal of the Employee from such position and
responsibilities;
provided,
however
, that a reduction in position or responsibilities solely
by virtue of a Change in Control shall not constitute “Good Reason” unless
such reduction results in the removal of Employee from the most senior
management position of the Company’s business;
|
|
|
(ii)
|
a
reduction of more than ten percent of Employee’s Base Salary in any one
year;
|
|
|
(iii)
|
the
relocation of Employee to a facility that is more than twenty-five
(25) miles from Employee’s current location;
|
|
|
(iv)
|
the
failure of the Company to obtain assumption of this Agreement by any
successor; and
|
|
|
(v)
|
the
willful breach by the Company of a material provision of this Agreement.
Employee will not resign for Good Reason without first providing the
Company with written notice of the acts or omissions constituting the
grounds for “Good Reason” and a reasonable cure period of not less than
thirty (30) days following the date of such
notice.
|
The table
below presents estimates of the amounts of compensation payable to each Named
Executive Officer with whom the Company has an employment agreement containing
provisions with respect to a change in control and termination of the
executive.
TERMINATION
SYED ZAIDI
|
|
|
Without Cause,
or
For
Good Reason, or
Due
to Death or Disability
|
|
|
Following
Change in
Control
|
|
|
UNEARNED
COMPENSATION (payment contingent on termination)
|
|
|
|
|
|
|
|
Cash
Severance
|
|
$
|
120,000
|
|
|
$
|
240,000
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Acceleration of
Vesting of Unexercisable Options (1)
|
|
|
—
|
|
|
|
155,855
|
|
|
Total
|
|
|
—
|
|
|
|
—
|
|
|
Benefits—Health (2)
|
|
|
26,723
|
|
|
|
26,723
|
|
|
Total
|
|
$
|
146,723
|
|
|
$
|
422,578
|
|
|
(1)
|
Unexercisable
option amounts are based upon option vesting acceleration FAS 123(R)
expense. As of January 31, 2010, the fair market value of the common stock
was $0.05 per share.
|
|
(2)
|
Health
includes health, dental, vision, and life.
|
|
Director
Compensation For Fiscal Year Ended January 31, 2010
The following table sets forth the
compensation paid to our non-employee directors for the year ended January 31,
2010.
|
Name
|
|
Fees
Earned or Paid in Cash
($)
|
|
Option
Awards
($)
(1)
(2)
|
|
|
All
Other Compensation
($)
|
|
|
Total
($)
|
|
|
Joseph
Fitzgerald
|
|
|
$
|
—
|
|
|
$
|
2,599
|
|
|
$
|
—
|
|
|
$
|
2,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jorge
Granier-Phelps
|
|
|
$
|
—
|
|
|
$
|
2,599
|
|
|
$
|
—
|
|
|
$
|
2,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Tomasello
|
|
|
$
|
—
|
|
|
$
|
2,599
|
|
|
$
|
—
|
|
|
$
|
2,59
|
|
|
(1)
|
Represents
the amount of FAS 123(R) compensation expense recognized in fiscal 2010
related to stock options on shares granted in fiscal 2010 and partially
vested for each listed non-employee director.
|
|
(2)
|
During
fiscal 2010, each of the non-employee directors, Messrs. Fitzgerald,
Granier-Phelps, and Tomasello, were granted options to purchase an
aggregate of 150,000 shares of Common Stock with an exercise price of
$0.18 per share. 50,000 options vest at the rate of 1/12
th
monthly beginning December 6, 2009 and continuing monthly thereafter until
fully vested on November 6, 2010. The options have a life of 10 years from
the date of grant. 100,000 stock options vest at the rate of 1/12
th
monthly beginning January 3, 2010 and continuing monthly thereafter until
fully vested on December 3, 2010. The options have a life of 5 years from
the date of grant.
All
options granted will vest according to their individual vesting period
subject to such member’s continued service as a director of the Company.
Upon a merger of the Company with or into another corporation or a “change
of control” of the Company, excluding a financing, all options granted to
non-employee members of the Board of Directors will vest in
full.
|
Compensation Committee
Interlocks and Insider Participation
The Compensation Committee is comprised
entirely of independent directors, Joseph Fitzgerald, Jorge Granier-Phelps and
Andrew Rosengard. During fiscal year 2010, the following directors
served a portion of the year on NeoMagic’s Compensation
Committee: Joseph Fitzgerald and Jorge Granier-Phelps, each of whom
joined our Board in October 2009. During fiscal year 2010, our Board
had primary responsibility for determining executive officer
compensation. No current or past executive officer or employee (i)
currently serves on our Compensation Committee, or (ii) served on our
Compensation Committee during fiscal year 2010. No interlocking relationships
exist between any member of the Board or Compensation committee and any member
of the board of directors or compensation committee of any other
company.
AMENDMENT OF THE CERTIFICATE
OF INCORPORATION
TO INCREASE THE AUTHORIZED
COMMON STOCK
On February 9, 2010, NeoMagic’s Board
of Directors approved an amendment to NeoMagic’s Certificate of Incorporation
(the “Amendment”) to increase the authorized Common Stock from one hundred
million (100,000,000) to two hundred million (200,000,000) shares. On
April 15, 2010, the holders of a majority of the voting power of NeoMagic’s
outstanding stock (as of the Record Date of March 18, 2010) gave their written
consent to the Amendment. The Amendment will be filed and become
effective approximately twenty days after this Information Statement is mailed
to our stockholders.
The Amendment is set forth
in its entirety as
Appendix A
to this
Information Statement.
At the March 18, 2010 Record Date,
44,451,394 of the currently authorized 100,000,000 shares of Common Stock were
issued and outstanding. In addition, at such time, there were
47,366,215 warrant shares and 2,244,708 shares under the NeoMagic Stock Plans
reserved for issuance. The Board of Directors does not believe the
remaining 5,937,683 shares are sufficient to allow NeoMagic needed flexibility
in pursuing its long-term business objectives, including but not limited to
future partnerships, financings, and operational transactions.
The Company has an obligation to
Douglas R, Young, its former President and Chief Executive Officer,
to grant him Non-Qualified Stock Options entitling him to purchase five million
(5,000,000) shares of the Company's Common Stock, subject to the Company's
obtaining the necessary stockholder and regulatory approvals. The option
exercise prices will be determined on the date of grant, with the price for
options to purchase three million (3,000,000) shares being the greater of $0.06
per share or the closing price for the Company's stock in the "pink sheets" on
the date of grant (the “Closing Price”). The price for the other options to
purchase two million (2,000,000) shares will be the greater of $0.15 per share
or the Closing Price. All options will vest immediately upon grant and be
exercisable for a period of three (3) years. The 2,244,708 shares of Common
Stock reserved for issuance under the NeoMagic Stock Plans are not sufficient to
allow NeoMagic to meet its obligations to Mr. Young.
The amendment of the Restated
Certificate of Incorporation will increase the number of shares of Common Stock
available for issuance by the Board of Directors from 100,000,000 to
200,000,000. The Board of Directors will be authorized to issue the
additional shares of Common Stock without having to obtain the approval of
NeoMagic’s stockholders. Delaware law requires that the Board use its
reasonable business judgment to assure that NeoMagic obtains “fair value” when
it issues shares. Nevertheless, the issuance of the additional shares would
dilute the proportionate interest of current stockholders in NeoMagic. The
issuance of the additional shares could also result in the dilution of the value
of shares now outstanding, if the terms on which the shares were issued were
less favorable than the current market value of NeoMagic’s Common
Stock.
It is possible that the Company may
acquire additional financing or acquire other compatible business opportunities
through the issuance of shares of its Common Stock. Although the terms of any
such transaction cannot be predicted, consummation of these transactions could
result in substantial additional dilution in the equity of those who were
stockholders of the Company prior to such issuance. The holders of the Company’s
securities should not anticipate that the Company necessarily will furnish such
stockholders with any documentation concerning the proposed acquisitions prior
to any share issuances. All determinations (except for statutory mergers)
involving share issuances are at the discretion and business judgment of the
Board of Directors in its exercise of fiduciary responsibility, but require a
determination by the Board that the shares are being issued for fair and
adequate consideration. There is no assurance that any future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior stockholder has paid or at a price greater than the then
current market price. Typically, unregistered shares are issued at less than
market price due to their illiquidity and restricted nature as a result of,
among other things, the extended holding period and sales limitations to which
such shares are subject.
The amendment of the Restated
Certificate of Incorporation is not being done for the purpose of impeding any
takeover attempt, and NeoMagic’s Management is not aware of any person who is
acquiring or plans to acquire control of NeoMagic. Nevertheless, the
power of the Board of Directors to provide for the issuance of shares of Common
Stock without stockholder approval has potential utility as a device to
discourage or impede a takeover of NeoMagic. In the event that a
non-negotiated takeover were attempted, the private placement of stock into
"friendly" hands, for example, could make NeoMagic unattractive to the party
seeking control of NeoMagic. This would have a detrimental effect on
the interests of any stockholder who wanted to tender his or her shares to the
party seeking control or who would favor a change in control.
APPROVAL OF AMENDMENT TO
THE
2003 STOCK
PLAN
On
February 9, 2010, our Board of Directors adopted and approved an amendment to
the NeoMagic 2003 Stock Plan (the “Plan”) to increase the number of shares of
the Company’s Common Stock reserved for issuance under the Plan from 2,128,411
shares to twenty million (20,000,000) shares and to increase the maximum number
of shares subject to option grants to a Service Provider in any fiscal year from
four hundred thousand (400,000) shares to five million (5,000,000) shares. On
April 15, 2010, a majority of the voting power of NeoMagic’s outstanding stock
(as of the Record Date of March 18, 2010) adopted and approved the increases to
the Plan pursuant to a written consent.
The amendment to the Plan
is set forth in its entirety as
Appendix B
to this
Information Statement.
Reason
for Amendment
Our Board of Directors believes that
the increase in the number of shares of Common Stock available for issuance
under the Plan is necessary to continue to offer stock-based compensation
programs that will allow the Company to retain current key employees and to
attract new employees critical to the growth and success of the
Company. The Board of Directors plans to issue a substantial number
of the newly available shares to officers, directors, third parties and
management pursuant to potential employment or consulting agreements or other
arrangements in the form of Common Stock and / or stock options. The specific
number of shares for the proposed issuances has not been finalized, but the
percentage ownership of current stockholders would be substantially diluted due
to the issuance of additional shares.
The Company has signed a Consulting
Agreement (the “Consulting Agreement”) with its former President and Chief
Executive Officer, Douglas Young, whereby, Mr. Young will receive options
exercisable for five million (5,000,000) shares of Common Stock (the
“Options”). The Options shall consist of the following:
|
|
1.
|
An
option to purchase three million (3,000,000) shares of the NeoMagic Common
Stock at an exercise price per share equal to the greater of (i) six (6)
cents or (ii) the closing price (the "Closing Price") of the common stock
quoted in the "pink sheets" on the Board Approval Date (as defined below)
or on the immediately preceding date, if the Board meets prior to the
close of the market. An option agreement (the "Option
Agreement"), in substantially the form customarily used by NeoMagic for
other option grants subject to the modifications contemplated by the
Consulting Agreement shall be delivered to Mr. Young within five (5) days
following the Board Approval Date (as defined
below);
|
|
|
2.
|
An
option to purchase two million (2,000,000) shares of the NeoMagic Common
Stock at an exercise price per share equal to the greater of (i) fifteen
(15) cents or (ii) the Closing Price. The Option Agreement shall be
delivered to Mr. Young within five (5) days following the Board Approval
Date;
|
|
|
3.
|
Mr.
Young is aware that as of the date of the Consulting Agreement, February
4, 2010, the terms of the Plan, as currently in effect, do not permit the
issuance of the Options to Mr. Young. He is also aware that NeoMagic is
legally required to obtain the approval of its stockholders in order to
make the amendments to the Plan required to authorize the issuance of the
Options to Mr. Young (the "Plan Amendments"), before NeoMagic's Board of
Directors is permitted to grant the Options to Consultant. The
Options shall be granted to Consultant by the NeoMagic Board of Directors
on the date (the "Board Approval Date") which is no later than five (5)
business days after the effective date of the NeoMagic stockholders'
approval of the Plan Amendments;
and
|
|
|
4.
|
NeoMagic
hereby agrees to prepare and file with the Securities and Exchange
Commission (the "SEC"), by no later than April 15, 2010, the Schedule 14C
Information Statement required by the Securities and Exchange Act of 1934,
as amended, to obtain stockholder approval of the Plan
Amendments.
|
The Board of Directors has authorized
the issuance of an option exercisable for eight hundred thousand (800,000)
shares of Common Stock to Syed Zaidi as compensation for his assuming the duties
of President and Chief Executive Officer. The Options shall be
granted to Mr. Zaidi by the NeoMagic Board of Directors on the Board Approval
Date.
Summary
of the 2003 Stock Plan
The following paragraphs provide a
summary of the principal features of the 2003 Stock Plan (the “Plan”) and its
operation. The following summary is qualified in its entirety by reference to
the amendment to the Plan as set forth in its entirety as
Appendix B
to this
Information Statement. Any stockholder who wishes to obtain a copy of
the entire plan document may do so by written request to the Director Finance
and Administration at our principal offices in San Jose,
California.
Background
and Purpose of the Plan
The Plan
permits the grant of the following types of incentive awards: (1) stock
options, (2) stock appreciation rights, and (3) stock purchase rights
(individually, an “Award”). The Plan is intended to increase incentives and to
encourage share ownership on the part of eligible employees, non-employee
directors and consultants who provide significant services to us. The Plan also
is intended to further our growth and profitability.
Administration
of the Plan
The
Compensation Committee of our Board of Directors (the “Committee”) administers
the Plan. The members of the Committee must qualify as “non-employee directors”
under Rule 16b-3 of the Securities Exchange Act of 1934, and as “outside
directors” under Section 162(m) of the Internal Revenue Code (so that the
Company can receive a federal tax deduction for certain compensation paid under
the Plan).
Subject
to the terms of the Plan, the Committee has the sole discretion to select the
employees, non-employee directors and consultants who will receive Awards,
determine the terms and conditions of Awards (for example, the exercise price
and vesting schedule, including acceleration of vesting), and interpret the
provisions of the Plan.
The
Committee may delegate any part of its authority and powers under the Plan to
one or more directors and/or officers of the Company, but only the Committee
itself can make Awards to participants who are executive officers of the
Company. The Company will obtain stockholder approval of any Plan amendment to
the extent necessary and desirable to comply with Applicable Laws.
Plan
and Outstanding Awards
If an
Award expires or is cancelled without having been fully exercised or vested, the
unvested or cancelled shares generally will be returned to the available pool of
shares reserved for issuance under the Plan. Also, if we experience a stock
dividend, reorganization or other change in our capital structure, the Committee
has discretion to adjust the number of shares available for issuance under the
Plan, the outstanding Awards, and the per-person limits on Awards, as
appropriate to reflect the stock dividend or other change.
Eligibility
to Receive Awards
The
Committee selects the employees, non-employee directors and consultants who will
be granted Awards under the Plan. The actual number of individuals who will
receive an Award under the Plan cannot be determined in advance because the
Committee has the discretion to select the participants.
Stock
Options
A stock
option is the right to acquire shares of the Company’s Common Stock (“Shares”)
at a fixed exercise price for a fixed period of time. Under the Plan, the
Committee may grant nonqualified stock options and/or incentive stock options
(which entitle employees, but not the Company, to more favorable tax treatment).
The Committee will determine the number of Shares covered by each option,
subject to certain limitations, but during any fiscal year of the Company, no
participant may be granted options covering more than 5,000,000 Shares except an
additional 200,000 Shares may be granted to a participant in connection with his
or her initial employment. (All share amounts have been adjusted in recognition
of the reverse stock split that occurred in August 2005.)
The
exercise price of the Shares subject to each option is set by the Committee but
cannot be less than 100% of the fair market value on the date of grant of the
Shares covered by incentive stock options or nonqualified options intended to
qualify as “performance based” under Section 162(m) of the Code, unless
nonqualified options are otherwise so qualified. No more than 20% of the Shares
reserved for issuance under the Plan may be issued pursuant to nonqualified
stock options (together with stock appreciation rights and stock purchase
rights, both discussed below) with an exercise price less than 100% of the fair
market value of the Shares covered by such an option on the date of
grant.
An option
granted under the Plan cannot generally be exercised until it becomes vested.
The Committee establishes the vesting schedule of each option at the time of
grant. Options become exercisable at the times and on the terms established by
the Committee.
The
exercise price of each option granted under the Plan must be paid in full at the
time of exercise. The Committee also may permit payment through the tender of
Shares that are already owned by the participant, or by any other means, which
the Committee determines to be consistent with the purpose of the Plan. The
participant must pay any taxes the Company is required to withhold at the time
of exercise.
Stock
Appreciation Rights
Awards of
stock appreciation rights may be granted in connection with all or any part of
an option, either concurrently with the grant of an option or at any time
thereafter during the term of the option, or may be granted independently of
options. No participant may be granted stock appreciation rights covering more
than 5,000,000 Shares in any fiscal year of the Company, except an additional
200,000 Shares may be granted to a participant in connection with his or her
initial employment. (All share amounts have been adjusted in recognition of the
reverse stock split that occurred in August 2005.)
The
Committee determines the terms of stock appreciation rights, except that no more
than 20% of the Shares reserved for issuance under the Plan may be issued
pursuant to stock appreciation rights (together with nonstatutory stock options,
discussed above, and stock purchase rights, discussed below) with an exercise
price less than 100% of the fair market value of the Shares covered by such a
stock appreciation right on the date of grant.
A stock
appreciation in connection with an option will entitle the participant to
exercise the stock appreciation right by surrendering to the Company a portion
of the unexercised related option. The participant will receive in exchange from
the Company an amount equal to the excess of the fair market value of the Shares
on the date of exercise of the stock appreciation right covered by the
surrendered portion of the related option over the exercise price of the Shares
covered by the surrendered portion of the related option. When a stock
appreciation right granted in connection with an option is exercised, the
related option, to the extent surrendered, will cease to be exercisable. A stock
appreciation right granted in connection with an option will be exercisable
until, and will expire no later than, the date on which the related option
ceases to be exercisable or expires.
Stock
appreciation rights may also be granted independently of options. Such a stock
appreciation right will entitle the participant, upon exercise, to receive from
the Company an amount equal to the excess of the fair market value of the Shares
on the date of exercise over the exercise price of the Shares covered by the
exercised portion of the stock appreciation right. A stock appreciation right
granted without a related option will be exercisable, in whole or in part, at
such time as the Committee will specify in the stock appreciation right
agreement.
The
Company’s obligation arising upon the exercise of a stock appreciation right may
be paid in Shares or in cash, or any combination thereof, as the Committee may
determine.
Stock
Purchase Rights
Stock
Purchase Rights are Awards of restricted Shares that vest in accordance with the
terms and conditions established by the Committee. The Committee will determine
the number of restricted Shares to any participant. Also, the total number of
Shares subject to Stock Purchase Rights (together with nonstatutory stock
options and stock appreciation rights, both discussed above) may not exceed 20%
of the Shares reserved for issuance under the Plan.
In
determining whether a Stock Purchase Right should be made, and/or the vesting
schedule for any such Award, the Committee may impose whatever conditions to
vesting as it determines to be appropriate. For example, the Committee may
determine to grant a Stock Purchase Right only if the participant satisfies
performance goals established by the Committee.
Change
of Control
In the
event of a merger of the Company with or into another corporation or a “change
of control” of the Company, the successor corporation will either assume or
provide a substitute award for each outstanding stock option and stock
appreciation right. If the successor corporation refuses to assume or provide a
substitute award, the Committee will provide at least 15 days notice that the
option or stock appreciation right will immediately vest and become exercisable
as to all of the Shares subject to such Award and that such Award will terminate
upon the expiration of such notice period.
In the
event of a merger of the Company with or into another corporation or a “change
of control” of the Company, any Company repurchase or reacquisition right with
respect to restricted Shares acquired pursuant to a Stock Purchase Right or
other Award will be assigned to the successor corporation. In the event any such
Company repurchase or reacquisition right is not assigned to the successor
corporation, such Company repurchase or reacquisition right will lapse and the
participant will be fully vested in such restricted Shares.
EQUITY
COMPENSATION PLAN INFORMATION
The
following table shows the number of shares of common stock that could be issued
upon exercise of outstanding options, the weighted average exercise price of the
outstanding options and the remaining shares available for future issuance as of
January 31, 2010.
|
Plan
Category
|
|
(A)
Number
of Shares to be Issued Upon Exercise of Outstanding Options,
Warrants
and Rights
|
|
|
(B)
Weighted Average
Exercise
Price of
Outstanding
Options, Warrants and Rights
|
|
|
(C)
Number of Shares
Remaining Available for Future Issuance Under Equity Compensation
Plans (Excluding Shares Reflected in Column A)
|
|
Equity
compensation plans approved by stockholders
|
|
|
2,191,208
|
(1)
|
|
$
|
1.11
|
|
|
|
151,699
|
(2)
|
|
Equity
compensation plans not approved by stockholders
(3)
|
|
|
148,921
|
|
|
$
|
12.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,340,129
|
|
|
$
|
1.79
|
|
|
|
151,699
|
|
|
(1)
|
There
are no shares available for future issuance under our 2003 Stock Plan, as
amended.
|
|
|
|
|
(2)
|
Includes
151,699 shares available under our 2006 Employee Stock Purchase Plan.
NeoMagic is not currently offering the employee stock purchase
plans.
|
|
|
|
|
(3)
|
Shares
available under our 1998 Nonstatutory Stock Option Plan are used for
grants to employees other than officers and directors except as provided
within the plan. As of July 2008, the 1998 Plan expired and no
additional shares may be granted under the 1998
Plan.
|
Cost
of this Information Statement
The entire cost of furnishing this
information statement will be borne by NeoMagic Corporation. We will request
brokerage houses, nominees, custodians, fiduciaries and other like parties to
forward this information statement to the beneficial owners of our common stock
held of record by them.
No
Dissenters Rights
Under the Delaware General Corporation
Law, our stockholders are not entitled to dissenters’ rights with respect to the
amendment of the Restated Certificate of Incorporation to increase the
authorized capital stock or with respect to the amendment to the 2003 Stock
Plan.
Householding
of Stockholder Materials
In some instances we may deliver only
one copy of this Information Statement to multiple stockholders sharing a common
address. If requested by phone or in writing, we will promptly provide a
separate copy to a stockholder sharing an address with another stockholder.
Requests by phone should be directed to our Director Finance and Administration
at (408) 428-9725, and requests in writing should be sent to NeoMagic
Corporation, Attention: Director Finance and Administration, 2372-A Qume Drive,
San Jose, California 95131. Stockholders sharing an address who currently
receive multiple copies and wish to receive only a single copy should contact
their broker or send a signed, written request to us at the above
address.
OTHER
MATTERS
As of the date of this Information
Statement, the Board of Directors knows of no other matters other than those
described in this Information Statement that have been approved or considered by
the holders of a majority of our issued and outstanding voting
securities.
ADDITIONAL
INFORMATION
As a reporting company, we are subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended, and accordingly file our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, proxy statements and other
information with the Securities and Exchange Commission (“SEC”). The public may
read and copy any materials filed with the SEC at the SEC’s Public Reference
Room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at (800)
SEC-0330 for further information on the Public Reference Room. As an electronic
filer, our public filings are maintained on the SEC’s Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
website is http://www.sec.gov.
By Order
of the Board of Directors,
Syed
Zaidi
President
and Chief Executive Officer
San Jose,
California
May ___,
2010
APPENDIX
A
CERTIFICATE
OF AMENDMENT
TO
RESTATED
CERTIFICATE OF INCORPORATION
OF
NEOMAGIC
CORPORATION
(Pursuant
to Section 242 of the General Corporation Law of the State of
Delaware)
NeoMagic
Corporation, a corporation organized and existing under the laws of the State of
Delaware, hereby certifies as follows:
The Board
of Directors of the Corporation duly adopted a resolution, pursuant to Section
242 of the General Corporation Law of the State of Delaware, setting forth an
amendment to the Restated Certificate of Incorporation of the Corporation and
declaring such amendment to be advisable. The stockholders of the
Corporation duly approved such proposed amendment by written consent in
accordance with Sections 228 and 242 of the General Corporation Law of the State
of Delaware, and written notice of such consent has been given to all
stockholders who have not consented in writing to such amendment. The
resolution setting forth the amendment is as follows:
RESOLVED: That
the text of the first paragraph of Article FOURTH of the Restated Certificate of
Incorporation of the Corporation be, and it hereby is, amended in its entirety
to read as follows:
“1. The
Corporation is authorized to issue 200,000,000 shares of Common Stock, par value
$0.001 per share (the “Common Stock”), and 2,000,000 shares of Preferred Stock,
par value $0.001 per share (the “Preferred Stock”).”
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
signed by its duly authorized President and Chief Executive Officer on this
_____ day of May, 2010.
|
|
NEOMAGIC CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Syed
Zaidi
|
|
|
|
|
President
and Chief Executive Officer
|
|
APPENDIX
B
AMENDMENT
TO THE NEOMAGIC CORPORATION 2003 STOCK PLAN
1.
Section 3 will be amended and restated to read as follows:
“3.
Stock Subject to the
Plan
. Subject to the provisions of Section 14 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is 20,000,000 Shares.
1
The
Shares may be authorized, but unissued, or reacquired Common Stock.
Notwithstanding the foregoing, the Company may not grant more than 20% of the
total Shares reserved for issuance hereunder pursuant to Options, Stock Purchase
Rights or Stock Appreciation Rights that have a per share exercise or purchase
price that is less than Fair Market Value on the date of grant.
If
an Option, Stock Purchase Right or Stock Appreciation Right expires or becomes
unexercisable without having been exercised in full, the unpurchased Shares
which were subject thereto will become available for future grant or sale under
the Plan (unless the Plan has terminated); provided, however, that Shares that
have actually been issued under the Plan, whether upon exercise of an Option or
right, will not be returned to the Plan and will not become available for future
distribution under the Plan, except that if unvested Shares of Restricted Stock
are repurchased by the Company, such Shares will become available for future
grant under the Plan.
_____________________________
1
Includes Shares issued under the Plan prior to May ___, 2010.”
2.
Section 6(c)(i) will be amended to read as follows:
“No
Service Provider will be granted, in any fiscal year of the Company, Options to
purchase more than 5,000,000 Shares”
3. Except
as otherwise set forth herein, the terms of the Plan shall continue in full
force and effect.
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
