This excerpt taken from the NMGC 10-Q filed Sep 9, 2005.
14. Subsequent Events
On July 22, 2005, its Board of Directors approved an amendment to NeoMagics Certificate of Incorporation that would effect a reverse split of the shares of common stock at a ratio of 1 for 5. The shareholders of NeoMagic approved the reverse split at NeoMagics 2005 annual meeting of shareholders held on July 19, 2005. The reverse stock split became effective after the close of market on August 12, 2005, and the Companys common stock began trading on a reverse split basis on August 15, 2005 under the symbol NMGCD, for a period of 20 trading days. Thereafter, it will resume trading under the Companys original symbol NMGC.
Fractional shares of stock will not be issued as a result of the reverse split. Shareholders who would otherwise receive a fractional share of common stock were entitled to receive cash in lieu of fractional shares. Computershare Limited, formerly EquiServe, Inc., is NeoMagics transfer agent and acted as the exchange agent for the purpose of implementing the exchange of stock certificates in connection with the reverse split.
As of August 12, 2005, NeoMagic had 33,665,212 shares of common stock issued and outstanding. After giving effect to the reverse split, there were approximately 6,733,042 shares of common stock issued and outstanding. The exercise or conversion price and/or the number of shares of common stock issuable under the Companys outstanding warrants and options and any other similar rights or securities were proportionately adjusted upon the reverse stock split based on the same ratio used with regard to common stock outstanding. The number of shares that may be issued upon the exercise of conversion rights by holders of securities convertible into common stock, including the Companys Series B preferred stock, were adjusted proportionately.
More information about the reverse split is available in NeoMagics definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2005.
On September 1, 2005 NeoMagic granted Sony Corporation of Tokyo, Japan a worldwide, non-exclusive license to all of its patents. In accordance with the agreement, NeoMagic expects to receive gross proceeds of $8.5 million. After deducting fees and commissions, NeoMagic expects to receive net proceeds of approximately $5.6 million. Among the patents that are being licensed to Sony Corporation are those that relate to the use of embedded dynamic random-access-memory (DRAM) technology and on-chip memories in semiconductor integrated circuits.
During the negotiations that led to the conclusion of the recently signed agreement, NeoMagic was represented by The Consortium for Technology Licensing, Ltd., of Nissequogue, New York. NeoMagic and The Consortium continue to explore other opportunities to generate additional revenue from NeoMagics patents.
This excerpt taken from the NMGC 10-K filed Apr 28, 2005.
15. SUBSEQUENT EVENTS
On April 6, 2005 NeoMagic completed the sale of selected patents to Faust Communications, LLC, a private company, for net proceeds of approximately $3.5 million. The gross proceeds in the transaction were approximately $4.6 million. Expenses are expected to include legal payments of approximately $20 thousand and a commission payment to the Consortium for Technology Licensing Ltd of approximately $1.0 million. The patents sold relate to NeoMagics legacy products and not to products that NeoMagic currently sells or plans to sell. NeoMagic retains a worldwide, non-exclusive license under the patents sold. The sale does not include several of NeoMagics important patents covering embedded DRAM technology or any of the unique array processing technology used in NeoMagics MiMagic family of Applications Processors. During the patent sale negotiations, NeoMagic was represented by The Consortium for Technology Licensing, Ltd., of Nissequogue, New York, a company whose CEO served on the board of NeoMagic until December 2004 as described in Note 12 to the Consolidated Financial Statements. On March 28, 2005 NeoMagic entered into an amended and restated Patent Licensing Agreement with the Consortium for Technology Licensing, Ltd. governing the relationship between the two parties.
On February 1, 2005, the Company entered into a sublease agreement to sub-lease 10,000 square feet in its Santa Clara facility for a two year period starting on March 15, 2005 for $12,000 per month.
In March 2005, the Company amended the payment schedule for one of its capital leases, which reduced fiscal 2006 payments by $150,000, increased fiscal 2007 payments by $100,000 and increased fiscal 2008 payments by $50,000.