NeoMagic Corporation
(www.neomagic.com)
Ticker:NMGC 3260 Jay Street
Exchange:NASDAQ-National Market Santa Clara, CA 95054
Industry:High-Tech (SIC Code 3674) (408) 988-7020

Offering Information
Type of Shares:Common Shares Filing Date:1/17/97
U.S. Shares:3,000,000 Offer Date:3/13/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:3,000,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $30,000,000 Selling:$0.50
Expenses:$900,000 Reallowance:$0.10
Shares Out After:23,332,205

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 761-5900
Montgomery SecuritiesCo-manager (415) 627-2100
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Venture Law Group
Auditor: Ernst & Young
Registrar/Transfer Agent: Boston Equiserve Limited Partnership

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
1/31/97 1/31/97
Revenue:$40.79Assets:$27.46
Net Income:-$1.16Curr Assets:
EPS:-$0.05Liabilities:$23.26
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$3.07Equity:$4.20
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops and markets multimedia accelerator solutions for sale to notebook PC manufacturers. The company believes it has developed the first commercially available high performance silicon technology that integrates large DRAM memory with analog and logic circuitry to provide a high-performance multimedia solution on a single chip. The company's MagicGraph128 family of pin-compatible, multimedia accelerator products incorporates a 128-bit memory bus. The company believes these products enable notebook PC manufacturers to deliver state-of-the-art multimedia capability while decreasing power consumption, size, weight, system design complexity and cost. The company has achieved design wins with eight of the world's ten largest notebook PC manufacturers, and its MagicGraph128 products are currently used in notebook PCs sold by Acer, Compaq, Dell, Digital Equipment, Fujitsu, Hewlett-Packard, Hitachi, Mitsubishi, NEC, Sharp and Texas Instruments.

Competition
The market for multimedia accelerators for notebook PCs in which the company competes is intensely competitive and is characterized by rapid technological change, evolving industry standards and declining average selling prices. The company believes that the principal factors of competition in this market are performance, price, features, power consumption, size, weight and software support. The ability of the company to compete successfully in the rapidly evolving notebook PC market depends on a number of factors, including success in designing and subcontracting the manufacture of new products that implement new technologies, product quality, reliability, price, the efficiency of production, design wins for the company's integrated circuits, ramp up of production of the company's products for particular system manufacturers, end-user acceptance of the system manufacturers' products, success of competitors' products and general economic conditions. There can be no assurance that the company will be able to compete successfully in the future.

Business Plan
The company's goal is to be a leading global supplier of multimedia semiconductor solutions for the notebook PC market. The company's strategy for mobilizing multimedia includes the following elements: (I) Maintain Leadership in Providing Multimedia Accelerator Solutions for Notebook PCs, (ii) Cultivate Long Term Relationships with Leading Notebook PC Companies, (iii) Establish Strategic Relationships with World-Class DRAM Partners and (iv) Extend Core Technology to Address New Market Opportunities.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital and capital expenditures.

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