<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEOMAGIC CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 77-0344424
---------------------------------- -------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3260 Jay Street, Santa Clara, CA 95054
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
---------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 par value
----------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the section entitled "Description of
Capital Stock - Common Stock" contained in Registrant's Registration
Statement on Form S-1 filed on January 17, 1997 (the "S-1
Registration Statement").
Item 2. Exhibits
--------
The following exhibits are filed as a part of this registration
statement:
3.1* Certificate of Incorporation of Registrant.
3.2* Form of Amended and Restated Certificate of Incorporation of
Registrant to be filed upon the closing of the Offering made
under the Registration Statement.
3.3* Bylaws of Registrant.
4.1* Form of Registrant's Common Stock Certificate.
4.2* Second Amended Rights Agreement, dated as of June 30, 1995,
between Registrant and the parties indicated therein.
10.2* Amended and Restated 1993 Stock Plan and related agreements.
- --------------------------
* Incorporated by reference to the Exhibits of the same number to the S-1
Registration Statement.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: January 17, 1997 NEOMAGIC CORPORATION
By: /s/ Merle McClendon
-----------------------------------
Merle McClendon
Chief Financial Officer
