UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January ~~May 20~~11, ~~2011~~2012

NeoMagic Corporation

(Exact Name of Registrant as Specified in Charter)


Delaware	000-22009	77-0344424
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2372-A Qume Drive, San Jose, California		95131
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (408) 428-9725

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 81.01 Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

As of ~~May~~January 2011, 2011, NeoMagic Corporation (the “"Company”") ~~will~~entered ~~temporarily~~into ~~suspend~~a ~~filing~~Stock ofPurchase ~~its~~Agreement ~~financial~~( ~~results~~the as"SPA") ~~required~~with ~~under~~Bluestone ~~the~~Financial ~~Securities~~Ltd. ~~Exchange~~("Bluestone”), ~~Act~~Mediastone ofLLC ~~1934~~(“Mediastone”), asSyed ~~amended. Currently~~Zaidi (“Zaidi”), ~~the~~Charlotte ~~Company~~Willson ~~has~~(“Willson”) ~~chosen~~and tocertain ~~use~~additional ~~its~~accredited ~~limited~~investors ~~resources~~(collectively, on the ~~continued~~"Investors"), pursuant ~~operations~~to ofwhich the Company sold, and ~~fundraising~~the ~~efforts~~Investors ~~rather~~purchased, ~~than~~an aggregate of 6,000,000 shares of Common Stock at $0.01 per share (the ~~expenses~~“Securities”), ~~required~~for toa ~~have~~total ~~our~~consideration ~~independent~~of ~~registered~~$60,000.00 ~~public~~paid ~~accounting~~by ~~firm~~the ~~audit~~Investors ~~our~~effective ~~financial~~January ~~statements~~11, in2012 ~~order~~through toJanuary ~~file~~16, 2012. ~~audited~~The ~~financial~~Company ~~statements~~will ~~with~~use the ~~Securities~~proceeds ~~and~~for ~~Exchange~~general ~~Commission~~corporate purposes.

~~The~~Pursuant ~~Company~~to ~~expects~~Rule ~~that~~13d-3 ~~its~~(“Rule ~~common~~13d-3”) ~~stock~~promulgated ~~will~~under ~~continue~~the Securities Exchange Act of 1934, as amended, Mr. David Tomasello is deemed to be ~~quoted~~the onbeneficial owner of the ~~Pink~~Securities ~~Sheets,~~purchased ~~but~~by noBluestone ~~assurance~~under ~~can~~the beSPA. ~~given~~Mr. ~~that~~Tomasello ~~any~~is ~~broker~~Chairman of NeoMagic’s Board of Directors. Mr. Jorge Granier-~~dealer~~Phelps ~~will~~is ~~continue~~deemed to ~~make~~be athe ~~market~~beneficial inowner of the ~~Company's~~Securities ~~common~~purchased ~~stock~~by Mediastone under the SPA. ~~The~~Mr. ~~Pink~~Granier-Phelps ~~Sheets~~is ~~quotation~~a ~~service~~member ~~collects~~of ~~and~~NeoMagic’s ~~publishes~~Board ~~market~~of ~~maker~~Directors. ~~quotes~~Mr. inZaidi, ~~real~~who ~~time~~also participated as an investor, ~~primarily~~is ~~through~~NeoMagic’s President and Chief Executive Officer and a member of its ~~website,~~Board ~~www~~of Directors.~~pinksheets~~ Ms.~~com~~ Willson, ~~which~~who also ~~provides~~participated ~~certain~~as ~~news~~an investor, is NeoMagic’s Vice President of Finance and ~~information~~Principal ~~about~~Accounting ~~securities~~Officer. ~~traded~~Also participating as investors are two additional NeoMagic employees.

~~Safe~~Pursuant ~~Harbor~~to the SPA, at the discretion of the Company, the Company may conduct one or more subsequent closings (each a “Subsequent Closing” and collectively with the Initial Closing, the “Closings” and each individually, a “Closing”) within 150 days of the Initial Closing Date for ~~Forward-Look~~the ~~Statements~~sale and issuance of up to an aggregate of 16,000,000 unregistered shares of its Common Stock, $.001 par value per share, under the Closings for an aggregate consideration of $160,000.00. Subject to the terms and conditions hereof, on the closing date of each Subsequent Closing (each a “Subsequent Closing Date”) the Company will issue and sell to each additional Investor, and each additional Investor will purchase, the Stock specified opposite the name of each such Investor added to Exhibit A to the SPA. Any such Investor shall become a party to the SPA, and shall have the rights and obligations thereunder.

~~Statements~~The inSPA ~~this~~also ~~Form~~contains ~~8-K regarding the Company’s expectations and beliefs concerning a private financing contain, or may contain, among other things,~~ certain ~~“forward~~"piggy-~~looking~~back" ~~statements”~~registration ~~within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include~~rights, ~~without~~which ~~limitation,~~require ~~statements with respect to~~ the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to ~~significant~~use ~~risks~~all ~~and~~reasonable ~~uncertainties,~~efforts ~~including those detailed from time-~~to~~-time~~ inregister the ~~Company’s filings with the~~ Securities when and ~~Exchange~~if ~~Commission,~~it ~~including~~files ~~our~~a ~~Form~~registration ~~10-K~~statement ~~for~~under the ~~year~~Securities ~~ended~~Act ~~January~~of 311933, ~~2010,~~as ~~filed~~amended on May 17, 2010. Actual results, including, without limitation, the Company’s ability to successfully raise capital, may differ significantly from those set forth in the forward-looking statements. Forward-looking statements involve risks and uncertainties that are subject to change based on various factors (~~many of which are beyond~~ the ~~Company’s control~~"Act")~~. For example~~, ~~statements~~other ~~about~~than ~~our expectations in connection with financings are subject to a variety of uncertainties and are subject to change as a result of changes in circumstances that could make it difficult~~ for usan tounderwritten ~~consummate~~public ~~such~~offering ~~financings~~or on ~~terms~~a ~~acceptable~~Form toS-8 ~~the Company,~~ or atS-4 ~~all.~~registration ~~The~~statement ~~Company~~with ~~undertakes~~respect ~~no obligation~~ to ~~update~~employee ~~any~~stock ~~forward-looking statements~~options, ~~except~~employee asbenefits ~~provided~~plans ~~for~~or ~~by law~~acquisitions.

The foregoing description of the principal terms of the SPA is a general description only, does not purport to be complete and is qualified in its entirety by reference to the terms of the SPA attached hereto as Exhibit 10.37, which is incorporated herein by this reference.

ITEM 3.02 Unregistered Sales of Equity Securities.

Pursuant to the SPA, the initial closing of the sale of the Securities was on January 11, 2012, and the Company may conduct subsequent closings for the sale and issuance of up to an aggregate of 16,000,000 unregistered shares of its Common Stock, $.001 par value per share, under the Closings for an aggregate consideration of $160,000.00.

All of the shares will be issued by the Company without registration, pursuant to the exemption provided by Section 4(2) of the Act, and the rules and regulations promulgated thereunder, including Rule 505 of Regulation D, based, in part, on representations by the purchasers that they are "accredited investors". The shares cannot be re-sold unless they are hereafter registered or sold pursuant to an exemption from registration.

The Company claims an exemption from the registration requirements of the Act for the issuance of common stock underlying the warrants pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about the Company and their investment, the investors took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

ITEM 7.01 Regulation FD Disclosure.

On January 17, 2012, the Company issued a press release regarding the sale of the Securities, which is attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01 and in the attached press release is deemed to be “furnished” and is not deemed to be “filed” for purposes of the Exchange Act.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release, dated January 17, 2011
10.37	Form of Securities Purchase Agreement dated January 11, 2012 by and between the Company and certain Investors.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~NeoMagic Corporation~~	NeoMagic Corporation
		~~(Registrant)~~	(Registrant)
Date:	~~May~~January 2017, ~~2010~~2012	~~/s/ Syed Zaidi~~	/s/ Syed Zaidi
		~~SYED ZAIDI~~	SYED ZAIDI
		~~President and Chief Executive Officer~~	President and Chief Executive Officer

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