SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
NEOMAGIC CORPORATION
(Name of Issuer)
Shares of Common Stock, par value $.001 per share
(Title of Class of Securities)
640497103
(CUSIP Number)
September 17, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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p x p |
Rule 13d-1(b) |
CUSIP No. 640497103 |
13G |
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1 |
NAME OF REPORTING PERSONS Greenlight Capital, L.L.C. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) p(b) p |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF |
5 |
SOLE VOTING POWER 1,586,600 |
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6 |
SHARED VOTING POWER |
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7 |
SOLE DISPOSITIVE POWER 1,586,600 |
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8 |
SHARED DISPOSITIVE POWER |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,586,600 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% ** |
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12 |
TYPE OF REPORTING PERSON* CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT |
CUSIP No. 640497103 |
13G |
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1 |
NAME OF REPORTING PERSONS David Einhorn |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) p(b) p |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
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NUMBER OF |
5 |
SOLE VOTING POWER 1,586,600 |
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6 |
SHARED VOTING POWER |
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7 |
SOLE DISPOSITIVE POWER 1,586,600 |
|||
8 |
SHARED DISPOSITIVE POWER |
|||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,586,600 |
|||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% ** |
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12 |
TYPE OF REPORTING PERSON* IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT |
CUSIP No. 640497103 |
13G |
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1 |
NAME OF REPORTING PERSONS Jeffrey A. Keswin |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) p(b) p |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|||
NUMBER OF |
5 |
SOLE VOTING POWER 1,586,600 |
||
6 |
SHARED VOTING POWER |
|||
7 |
SOLE DISPOSITIVE POWER 1,586,600 |
|||
8 |
SHARED DISPOSITIVE POWER |
|||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,586,600 |
|||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% ** |
|||
12 |
TYPE OF REPORTING PERSON* IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT |
SCHEDULE 13G
This Schedule 13G (the "Schedule 13G") is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company ("Greenlight"), and Mr. David Einhorn and Mr. Jeffrey A. Keswin, the principals of Greenlight, relating to shares of common stock of NeoMagic Corporation, a Delaware corporation (the "Issuer").
This Schedule 13G relates to shares of Common Stock of the Issuer purchased by Greenlight for the account of (i) Greenlight Capital, L.P. ("Greenlight Fund"), of which Greenlight is the general partner, (ii) Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), of which Greenlight is the general partner and (iii) Greenlight Capital Offshore, Ltd. ("Greenlight Offshore"), to which Greenlight acts as investment advisor.
Item 1(a) |
Name of Issuer. |
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Item 1(b) |
Address of Issuer's Principal Executive Offices. |
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Item 2(a) |
Name of Person Filing. |
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Item 2(b) |
Address of Principal Business Office, or, if none, Residence. |
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Item 2(c) |
Citizenship or Place of Organization. |
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Item 2(d) |
Title of Class of Securities. |
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Item 2(e) |
CUSIP Number. |
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Item 3 |
Reporting Person. |
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Item 4 |
Ownership. |
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(a) |
Greenlight and Messrs. Einhorn and Keswin are the beneficial owners of 1,586,600 shares of Common Stock. |
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(b) |
Greenlight and Messrs. Einhorn and Keswin are the beneficial owners of 6.0% of the outstanding shares of Common Stock. This percentage is determined by dividing 1,586,600 by 26,240,811, the number of shares of Common Stock issued and outstanding on July 31, 2001, as reported in the Issuer's quarterly report on Form 10-Q filed September 12, 2001. |
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(c) |
Greenlight has the sole power to vote and dispose of the 1,586,600 shares of Common Stock beneficially owned by it. As the principals of Greenlight, Messrs. Einhorn and Keswin may direct the vote and disposition of the 1,586,600 shares of Common Stock beneficially owned by Greenlight. |
Item 5 |
Ownership of Five Percent or Less of a Class. |
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Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person. |
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Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
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Item 8 |
Identification and Classification of Members of the Group. |
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Item 9 |
Notice of Dissolution of Group. |
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Item 10 |
Certification. |
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Exhibits |
Exhibit 1 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 4, 2001
GREENLIGHT CAPITAL, L.L.C. |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of NeoMagic Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 4, 2001.
GREENLIGHT CAPITAL, L.L.C. |