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) December 13, 2010

NeoMagic Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		000-22009		77-0344424
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2372-A Qume Drive, San Jose, California		95131
(Address of principal executive offices)		(Zip Code)

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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure

On December 13, 2010, NeoMagic Corporation (the “Company”) entered into an engagement agreement (the "Engagement Agreement") with Instream Partners LLC ("Instream"), a registered broker-dealer. We engaged Instream to assist the Company in approaching strategic and financial investors to raise capital. Under the terms of the Engagement Agreement, we have agreed to pay Instream $18,000 and, upon raising additional capital pursuant to the terms of the Engagement Agreement, we will (i) pay Instream a placement fee of up to eight percent (8%) of the gross proceeds of the financing and (ii) issue warrants to Instream with an aggregate exercise price equal to three percent (3%) of the financing if warrants are issued to investors in such transaction. We have also agreed to reimburse Instream for certain expenses and indemnify and hold harmless Instream against certain liabilities. To date, no such financing has occurred.

Safe Harbor for Forward-Look Statements

Statements in this Form 8-K regarding the Company’s expectations and beliefs concerning a private financing contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed from time-to-time in the Company’s filings with the Securities and Exchange Commission, including our Form 10-K for the year ended January 31, 2010, filed on May 17, 2010. Actual results, including, without limitation, the Company’s ability to successfully raise capital, may differ significantly from those set forth in the forward-looking statements. Forward-looking statements involve risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). For example, statements about our expectations in connection with financings are subject to a variety of uncertainties and are subject to change as a result of changes in circumstances that could make it difficult for us to consummate such financings on terms acceptable to the Company, or at all. The Company undertakes no obligation to update any forward-looking statements, except as provided for by law.

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.

		NeoMagic Corporation
		(Registrant)

Date:	December 17, 2010	/s/ Syed Zaidi
		SYED ZAIDI
		President and Chief Executive Officer

NEOMAGIC CORP 8-K