Attached files
file | filename |
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8-K - FORM 8-K - NEOMAGIC CORP | neomagic_8k-101409.htm |
EX-4.16 - CLASS B WARRANT - NEOMAGIC CORP | ex4-16.htm |
EX-4.15 - CLASS A WARRANT - NEOMAGIC CORP | ex4-15.htm |
EX-4.13 - CLASS A WARRANT - NEOMAGIC CORP | ex4-13.htm |
EX-4.14 - CLASS B WARRANT - NEOMAGIC CORP | ex4-14.htm |
EX-10.29 - SECURITIES PURCHASE AGREEMENT - NEOMAGIC CORP | ex10-29.htm |
EX-10.30 - SECURITIES PURCHASE AGREEMENT - NEOMAGIC CORP | ex10-30.htm |
EXHIBIT
99.1
news
release
Contact
Information:
Douglas
Young
NeoMagic
Corporation
Chief
Executive Officer
(408)
428-9725
NeomagicÒ
Corporation Announces New Investors
And
Board Members
San Jose, California - October 15, 2009.
NeoMagic Corporation (NMGC-PK) and an investor group led by Bluestone Financial,
Ltd., announced today that they have entered into a Stock Purchase
Agreement. Under the terms of the agreement, the investor group will
acquire a controlling interest in the Company to provide a new foundation for
growth and innovation. Bluestone Financial’s investor group also includes
Mediastone LLC and Attiva Capital Partners, Ltd. As part of this transaction,
NeoMagic also announced three new members to its Board of
Directors.
In their
stock purchase agreement, Bluestone, Mediastone and Attiva collectively, the
“Investors”, have agreed to purchase an aggregate of 20,000,000 shares of common
stock at $0.03 per share. In connection with this purchase, NeoMagic agreed to
issue to the Investors Class A warrants entitling them to purchase 20,000,000
shares of common stock at an exercise price of $0.06 per share and Class B
warrants entitling them to purchase 20,000,000 shares of common stock
at an exercise price of $0.09 per share. The Class A and Class B
warrants will be exercisable at any time during a two year period following the
close of the transaction, but the warrants will expire earlier, upon notice from
the Company, if the quoted bid price of the common stock has been greater than
200 percent of the respective warrant’s purchase price for a period of 15
consecutive trading days.
As part
of the transaction, NeoMagic has also entered into a stock purchase agreement
with certain employee investors who have agreed to purchase 5,080,480 shares of
common stock at $0.03 per share. The Company has also agreed to issue to the
employee investors 2,540,240 Class A warrants exercisable at $0.06 per share and
2,540,240 Class B warrants exercisable at $0.09 per share.
Commenting
on the investment in NeoMagic, David Tomasello, Managing Director of Bluestone
and a new Director of the Company, said: “NeoMagic’s opportunities to
grow the company are extremely attractive to us. Streamlined operations and a
much improved balance sheet will allow us to actively pursue these
opportunities. We believe strongly, as well, that there are potential strategic
partnerships, particularly in mobile and video applications, that could
accelerate growth.”
“All of
us at NeoMagic are pleased to welcome our new investors and new members to our
Board”, stated Douglas Young, President and Chief Executive Officer of
NeoMagic. “Over the past year our dedicated employees have
continued to provide products to our current customers and to formulate new
product ideas and have significantly reduced our outstanding
liabilities. We share our new investors’ optimism about our growth
prospects and look forward to this exciting new phase of NeoMagic.”
NeoMagic’s
three new Directors are:
David Tomasello. In
addition to being the Managing Director of Bluestone, Mr. Tomasello is also the
managing partner of Attiva Capital Partners, Ltd., an independent investment
firm. He is a shareholder of WorldGate Communications, Inc. and until recently
was a member of their board of directors. WorldGate is a leading provider of
personal video phones and related technology. Mr. Tomasello formerly served on
NeoMagic’s board of Directors from August 2008 to September 2008. Mr.
Tomasello is a graduate of Boston University with a BS/BA degree in
finance.
Jorge Granier-Phelps. Mr.
Granier-Phelps is the Managing Director of Mediastone LLC, one of NeoMagic’s new
investors. He is also currently the Director of Business Development
at Radio Caracas Television (RCTV) and a co-founder of GOTV, a premium Hispanic
digital distribution company. An award winning filmmaker and entrepreneur, Mr.
Granier-Phelps is a fellow of the Motion Picture Institute and a member of the
International Academy of Television Arts & Sciences.
Joseph
Fitzgerald. Mr. Fitzgerald is a senior financial counselor for
Financial Profiles, a financial communications firm, in Los Angeles. Previously,
he has been a top-rated investor relations and corporate communications officer
for a number of companies, including Capital Cities/ABC, Seagram Universal and
MGM Studios. He has extensive contacts with institutional investors and the
financial press. Mr. Fitzgerald received a BA from Williams College and an MBA
in finance from The Stern School of Business at New York University. He has been
elected as Chair of the Audit Committee of the Company’s Board of
Directors.
The three
new Directors will join current Directors, Douglas Young and Syed Zaidi, on
NeoMagic’s Board.
Douglas R.
Young. Mr. Young has been President, Chief Executive Officer
and a Director of NeoMagic since April, 2005. Previously, he was VP of Worldwide
Sales at NeoMagic. Prior to joining NeoMagic, Mr. Young was Senior Vice
President of Worldwide Sales at Planetweb, Inc., a provider of embedded
multimedia application and browser software for consumer electronics devices.
Mr. Young holds a Bachelor of Arts Degree from Princeton University and an
MBA from The Stern School of Business at New York
University.
Syed Zaidi. Mr.
Zaidi is NeoMagic’s Chief Operating Officer and Senior Vice President
Engineering. He has over 17 years of engineering and management experience in
the semiconductor industry. He joined NeoMagic’s engineering team in June 1995
and has been responsible for the development and management of MIPS and ARM
based multimedia SOCs. Previously, Mr. Zaidi worked at Sierra Semiconductor
Raytheon, and Advanced Micro Research where he was responsible for the
development of several multimedia, Graphics and PC products. Mr. Zaidi received
his Bachelor’s degree in Electrical and Electronics Engineering from Leeds,
University, England and a BSET from Indiana State University. He also holds
several patents.
About
NeoMagic
NeoMagic
Corporation delivers semiconductor chips, software and device designs to enable
new, multimedia handheld devices. Our solutions offer low power consumption,
small form-factor and high performance processing. As part of our complete
system solution, we deliver a suite of middleware and sample applications for
imaging, video and audio functionality, and we provide multiple operating system
ports with customized drivers for our products. Our product portfolio includes
semiconductor solutions known as Applications Processors. Our Applications
Processors are sold under the “MiMagic” brand name with a focus on enabling high
performance multimedia within a low power consumption environment. Target
customers for our products include manufacturers of handheld
devices.
Safe Harbor
Statement
This
press release contains forward-looking statements within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect current expectations.
However, actual events and results could vary significantly based on a variety
of factors. Some, but not all, of these risks and uncertainties are
discussed in NeoMagic’s most recent annual report, its most recent quarterly
report and other filings with the United States Securities and Exchange
Commission (SEC), and are available online at
http://www.sec.gov. NeoMagic may, from time to time, make additional
written or oral forward-looking statements, including statements contained in
filings with the SEC and reports to shareholders. In addition, the
forward-looking statements in this press release involve risks and uncertainties
specific to the nature of the financing, including, but not limited to,
unanticipated changes in the securities market and competitive
conditions. NeoMagic does not undertake the obligation to update any
forward-looking statements that may be made by or on behalf of the Company,
except as may be required by law.
NeoMagic
and the NeoMagic circle logo are registered trademarks, and MiMagic and
NeoMobileTV are trademarks of NeoMagic Corporation. All other trademarks are the
property of their respective owners. NeoMagic disclaims any proprietary interest
in the marks and names of others.