X0202 3/A 2006-12-01 2006-12-11 0 0001030485 NEOMAGIC CORP NMGC 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK NY 10022 0 0 1 0 Common Stock 1582398 I By Limited Partnerships Warrants 5.2 2007-12-06 2011-12-06 Common Stock 575000 I By Limited Partnerships This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, L.P. (Tech) and Special Situations Technology II, L.P. (Tech II), respectively. 600,100 shares of CS & 218,000 Wts are held by QP, 234,698 shares of CS & 83,500 Wts are held by PE, 103,600 shares of CS and 38,000 Wts are held by Tech and 644,000 shares of CS & 235,500 Wts are held by Tech II. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, PE, Tech & Tech II is limited to the extent of his pecuniary interest. The warrants can be exercised on the earlier of; on or after the date occurring one year after the Closing Date -or- on or after the date occurring six months after the Closing Date, provided however that the company filed its Annual Report on Form 10-K for the fiscal year ending January 28, 2007 and the Company meets the Transaction Requirements for a primary offering set forth in the General Instructions to Form S-3. Austin W. Marxe 2006-12-13 David M. Greenhouse 2006-12-13