Neomagic Corp - Statement of Beneficial Ownership (SC 13D)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

NEOMAGIC CORPORATION

 

(Name of Issuer)

Common Stock, par value $.001 per share

 

(Title of Class of Securities)

640497103

 

(CUSIP Number)

Leonard H. Bloom
Akerman Senterfitt
1 S.E. 3 ^rd Avenue, 28 ^th Floor
Miami, FL 33131
[phone]

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 10, 2008

 

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No.		640497103		Page		2		of		9

 

1		NAMES OF REPORTING PERSONS Antonio Tomasello
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    þ
		(b)    o
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Italy
			7		SOLE VOTING POWER
NUMBER OF					399,128 shares (3.2%) 1
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					0 shares
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					399,128 shares (3.2%)
WITH			10		SHARED DISPOSITIVE POWER
					0 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		399,128 shares of 730,828 aggregate 2
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		3.2% of 5.9 aggregate % 3
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN

 

1		Response reflects amounts owned solely by Antonio Tomasello, not aggregate amounts of all of the Reporting Persons filing this Schedule 13D.
2		Of the total 730,828 shares owned in aggregate by all of the Reporting Person filing this Schedule 13D, Antonio Tomasello owns 399,128 shares.
3		Of the aggregate 5.9% percentage ownership of Issuer owned by the Reporting Persons filing this Schedule 13D, Antonio Tomasello owns 3.2%.

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CUSIP No.		640497103		Page		3		of		9

 

1		NAMES OF REPORTING PERSONS Bluestone Financial LTD
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    þ
		(b)    o
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		BVI
			7		SOLE VOTING POWER
NUMBER OF					295,700 shares (2.4%) 4
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					0 shares
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					295,700 shares (2.4%)
WITH			10		SHARED DISPOSITIVE POWER
					0 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		295,700 shares 730,828 agregate 5
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.4% of 5.9% aggregate 6
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO

 

4		Response reflects amounts owned solely by Bluestone Financial LTD, not aggregate amounts of all of the Reporting Persons filing this Schedule 13D.
5		Of the total 730,828 shares owned in aggregate by all of the Reporting Person filing this Schedule 13D, Bluestone Financial LTD owns 295,700 shares.
6		Of the aggregate 5.9% percentage ownership of Issuer owned by the Reporting Persons filing this Schedule 13D, Bluestone Financial LTD owns 2.4%.

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CUSIP No.		640497103		Page		4		of		9

 

1		NAMES OF REPORTING PERSONS Attiva Capital Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    þ
		(b)    o
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7		SOLE VOTING POWER
NUMBER OF					36,000 shares (.3%) 7
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					0 shares
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					36,000 shares (.3%)
WITH			10		SHARED DISPOSITIVE POWER
					0 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		36,000 shares of 730,828 aggregate 8
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.3% of 5.9% aggregate 9
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO

 

7		Response reflects amounts owned solely by Attiva Capital Management, LLC, not aggregate amounts of all of the Reporting Persons filing this Schedule 13D.
8		Of the total 730,828 shares owned in aggregate by all of the Reporting Person filing this Schedule 13D, Attiva Capital Management, LLC owns 36,000 shares.
9		Of the aggregate 5.9% percentage ownership of Issuer owned by the Reporting Persons filing this Schedule 13D, Bluestone Financial LTD owns .3%.

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CUSIP No.		640497103		Page		5		of		9

ITEM 1. SECURITY AND ISSUER.

     This statement relates to the common stock, $.001 par value per share (the “Common Stock”), of NeoMagic Corporation (the “Company”), whose principal executive offices are located at 3250 Jay Street, Santa Clara California, 95054.

ITEM 2. IDENTITY AND BACKGROUND.

(a)

Antonio Tomasello (“Tomasello Reporting Person”)

(a)

Bluestone Financial LTD (“Bluestone Reporting Person”)

(a)

Attiva Capital Management, LLC (“Attiva Reporting Person”)

(b)

Avenida Cristobal Colon Residencias Vista Azul Penthouse A Cumana, Estado Sucre 6101 Venezuela

(b)

The purpose of business of the Bluestone Reporting Person is financial investing.

(b)

The purpose of business of the Attiva Reporting Person is financial investing.

(c)

President, Metalinvest, S.A. Avenida Cristobal Colon Edificio Vista Azul PH — D Cumana, Estado Sucre 6101 Venezuela

(c)

The address(es) of principal business and principal offices of business of the Bluestone Reporting Person is: Vanterpool Plaza, 2 nd Floor, Wickhams Cay I, Road Town, Virgin Islands

(c)

The address(es) of principal business and principal offices of business of the Attiva Reporting Person is: 381 Park Avenue South, Suite 1005, New York, NY 10016

(d)

None

(d)

None

(d)

None

(e)

None

(e)

None

(e)

None

(f)

Citizen of Italy

(f)

Organized in BVI

(f)

Organized in Delaware

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Tomasello Reporting Person has used personal funds to make all acquisitions of Common Stock currently owned by him. The Bluestone Reporting Person and the Attiva Reporting Person have used working capital to make all acquisitions of Common Stock currently owned by each of them.

ITEM 4. PURPOSE OF TRANSACTION.

The disclosures below are specifically intended to reflect information relating to clauses (a), (b), (c), (d) and (j) of Item 4 of Schedule 13D.

Each of the Reporting Persons intend to review his or its investments in the Issuer on a continuing basis and any of them may engage in discussions with management and the Board of Directors concerning the business, operations and future plans of the Issuer as he or it deems appropriate. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as he or it deems appropriate including, without limitation, engaging financial, legal and other advisors, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board of directors or operations of the Issuer, changes to the overall strategic direction of the Issuer, merger and/or sale opportunities, communicating with other shareholders regarding the Company, purchasing additional shares of Common Stock, selling some or all of his or its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, gaining representation on the board of directors, including without limitation by nominating David Tomasello, or changing his or its intention with respect to any and all matters referred to in this Item 4. Representatives of the Reporting Persons have engaged in discussions with certain persons, including without limitation semiconductor manufacturers, to explore merger and/or sale opportunities.

 

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CUSIP No.		640497103		Page		6		of		9

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)		The total number of shares of the Issuer’s Common Stock, $.001 par value, outstanding at April 27, 2008, the date of the Issuer’s most recent prior filing, was 12,455,779. As of the date of this Schedule 13D, the Tomasello Reporting Person owns 399,128 shares of Common Stock; the Bluestone Reporting Person owns 295,700 shares of Common Stock, and the Attiva Reporting Person owns 36,000 shares of Common Stock. In the aggregate, this represents 730,828 shares of the Company’s Common Stock, which is approximately 5.9% of the total shares of the Company’s Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Act of 1934.
(b)		The Tomasello Reporting Person has granted David Tomasello, son of the Tomasello Reporting Person, the sole power to vote or direct the vote of 399,128 shares of the Company’s Common Stock. The Bluestone Reporting Person has granted David Tomasello, director of Bluestone Reporting Person, the sole power to vote or direct the vote of 295,700 shares of the Company’s Common Stock. The Attiva Reporting Person has granted David Tomasello, managing director of the Attiva Reporting Person, the sole power to vote or direct the vote of 36,000 shares of the Company’s Common Stock.
		Identity disclosures for David Tomasello:

	(a)		David Tomasello
	(b)		Residence address: Avenida Cristobal Colon, Edificio Flavesa, Cumana — Estado Sucre, Venezuela
	(c)		Principal occupation or employment and name and address of employer: Managing Director, Attiva Capital Management 381 Park Avenue South, Suite 1005, New York, NY 10016
	(d)		None
	(e)		None
	(f)		Citizen of Venezuela

(c)		The Reporting Persons have effected the transactions listed below in shares of the Company’s Common Stock during the last 60 days. Each of these transactions was effected by means of brokerage transactions on the NASDAQ stock market.
		Tomasello Reporting Person Trades:

	Trade Date			Number of Shares of Common Stock					Type of Trade			Price Per Share Paid(USD)
	05/22/2008				10,000				buy				0.710
	05/23/2008				11,350				buy				0.698
	05/23/2008				6,227				buy				0.758
	05/23/2008				5,066				buy				0.828
	05/30/2008				21,300				buy				0.757
	06/03/2008				30,400				buy				0.747
	06/25/2008				9,720				buy				0.360
	06/26/2008				20,000				buy				0.370
	06/27/2008				20,000				buy				0.370
	07/01/2008				30,000				buy				0.255
	07/08/2008				10,000				buy				0.210
	07/10/2008				20,000				buy				0.200
	07/17/2008				100,000				buy				0.180

 

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CUSIP No.		640497103		Page		7		of		9

      Bluestone Reporting Person Trades:

	Trade Date			Number of Shares of Common Stock					Type of Trade			Price Per Share Paid (USD)
	05/22/2008				1,000				buy				0.7199
	05/22/2008				1,000				buy				0.72
	05/22/2008				3,000				buy				0.72
	05/22/2008				5,000				buy				0.71
	05/28/2008				100				buy				0.81
	05/28/2008				100				buy				0.76
	05/28/2008				100				buy				0.78
	05/28/2008				200				buy				0.78
	05/28/2008				400				buy				0.81
	05/28/2008				500				buy				0.7799
	05/28/2008				500				buy				0.77
	05/28/2008				600				buy				0.82
	05/28/2008				700				buy				0.79
	05/28/2008				1,800				buy				0.7899
	05/28/2008				2,200				buy				0.788
	05/28/2008				2,248				buy				0.81
	05/28/2008				2,400				buy				0.80
	05/28/2008				2,400				buy				0.81
	05/28/2008				2,600				buy				0.79
	05/28/2008				2,752				buy				0.80
	05/28/2008				3,300				buy				0.82
	05/28/2008				8,900				buy				0.79
	05/28/2008				9,400				buy				0.78
	05/28/2008				10,000				buy				0.76
	05/28/2008				10,000				buy				0.79
	05/29/2008				100				buy				0.80
	05/29/2008				100				buy				0.77
	05/29/2008				600				buy				0.78
	05/29/2008				700				buy				0.79
	05/29/2008				900				buy				0.7899
	05/29/2008				1,000				buy				0.80
	05/29/2008				4,000				buy				0.83
	05/29/2008				5,000				buy				0.7999
	06/05/2008				200				buy				0.72
	06/06/2008				1,000				buy				0.71
	06/06/2008				1,000				buy				0.7289
	06/06/2008				1,000				buy				0.7289
	06/06/2008				1,000				buy				1.3299
	06/16/2008				3,100				buy				0.5395
	06/16/2008				6,900				buy				0.54
	06/24/2008				450				buy				0.36
	06/24/2008				4,550				buy				0.365
	06/24/2008				5,000				buy				0.3799
	07/08/2008				10,000				buy				0.21
	07/08/2008				10,000				buy				0.215
	07/09/2008				2,300				buy				0.2199
	07/09/2008				5,900				buy				0.22
	07/09/2008				7,700				buy				0.215
	07/09/2008				10,000				buy				0.215

 

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CUSIP No.		640497103		Page		8		of		9

      Attiva Reporting Person Trades:

	Trade Date			Number of Shares of Common Stock					Type of Trade			Price Per Share Paid (USD)
	05/28/2008				100				buy				0.79
	05/28/2008				1,547				buy				0.80
	05/29/2008				100				buy				0.77
	07/07/2008				900				buy				0.2249
	07/09/2008				100				buy				0.2199
	07/09/2008				9,900				buy				0.22
	07/09/2008				10,000				buy				0.22

(d)		Not applicable.
(e)		Not applicable.

ITEM 6.		CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The Tomasello Reporting Person has granted David Tomasello, son of the Tomasello Reporting Person, the sole power to vote or direct the vote of 399,128 shares of the Company’s Common Stock, by virtue of proxy. The Bluestone Reporting Person has granted David Tomasello, by virtue of his position as director of Bluestone Reporting Person, the sole power to vote or direct the vote of 295,700 shares of the Company’s Common Stock. The Attiva Reporting Person has granted David Tomasello, by virtue of his position as managing director of the Attiva Reporting Person, the sole power to vote or direct the vote of 36,000 shares of the Company’s Common Stock.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

None.

 

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CUSIP No.		640497103		Page		9		of		9

SIGNATURES

     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: July 17, 2008

	/s/ Antonio Tomasello
	Antonio Tomasello

     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: July 17, 2008

	/s/ David Tomasello
	David Tomasello, as Managing Director, Bluestone Financial LTD

     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: July 17, 2008

	/s/ David Tomasello
	David Tomasello, as Director, Attiva Capital Management, LLC