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)        October 24, 2012

NeoMagic Corporation

(Exact Name of Registrant as Specified in Charter)

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):

ITEM 1.01   Entry into a Material Definitive Agreement

As of October 24, 2012, NeoMagic Corporation (the "Company") entered into a Stock Purchase Agreement ( the "SPA") with Bluestone Financial Ltd. ("Bluestone”), Attiva Capital Partners (“Attiva”), Syed Zaidi (“Zaidi”), and certain additional accredited investors (collectively, the "Investors"),  pursuant to which the Company sold, and the Investors purchased, an aggregate of 6,833,333 shares of Common Stock at $0.03 per share (the “Securities”), for a total consideration of $205,000.00 paid by the Investors effective October 24, 2012 through October 31, 2012. The Company will use the proceeds for general corporate purposes.

Pursuant to Rule 13d-3 (“Rule 13d-3”) promulgated under the Securities Exchange Act of 1934, as amended, Mr. David Tomasello is deemed to be the beneficial owner of the Securities purchased by Bluestone and Attiva Capital Partners under the SPA. Mr. Tomasello is Chairman of NeoMagic's Board of Directors. Mr. Zaidi, who also participated as an investor, is NeoMagic's President and Chief Executive Officer and a member of its Board of Directors. Also participating as investors are two additional NeoMagic employees.

The SPA also contains certain "piggy-back" registration rights, which require the Company to use all reasonable efforts to register the Securities when and if it files a registration statement under the Securities Act of 1933, as amended (the "Act"), other than for an underwritten public offering or on a Form S-8 or S-4 registration statement with respect to employee stock options, employee benefits plans or 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 10.38, which is incorporated herein by this reference.

ITEM 3.02   Unregistered Sales of Equity Securities.

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 October 24, 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.

(d) Exhibits.

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.