<PAGE> 1
-----------------------------
OMB APPROVAL
-----------------------------
OMB Number: 3235-0145
Expires: December 31, 1998
Estimated average burden
hours per response....14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __)*
3Dfx INTERACTIVE, INC.
--------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------
(Title of Class of Securities)
885534 10 3
-------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement o. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 in a prior cover page.
The information required in 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 ("Act") 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).
Page 1 of 10 pages
<PAGE> 2
- ----------------------- --------------------
CUSIP NO. 885534 10 3 13G PAGE 2 OF 10 PAGES
- ----------------------- --------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Techfarm, L.P. 77-0387725
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
California, U.S.
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 462,500
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 462,500
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,500
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 pages
<PAGE> 3
- ----------------------- --------------------
CUSIP NO. 885534 10 3 13G PAGE 3 OF 10 PAGES
- ----------------------- --------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Techfarm II, L.P. 77-0457778
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
California, U.S.
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 65,000
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 65,000
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10 pages
<PAGE> 4
- ----------------------- --------------------
CUSIP NO. 885534 10 3 13G PAGE 4 OF 10 PAGES
- ----------------------- --------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Techfarm Management, Inc. 77-0364615
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
California, U.S.
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 527,500
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
527,500
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,500
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10 pages
<PAGE> 5
- ----------------------- --------------------
CUSIP NO. 885534 10 3 13G PAGE 5 OF 10 PAGES
- ----------------------- --------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gordon A. Campbell
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 350,297
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 527,500
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 350,297
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
527,500
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,797
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 10 pages
<PAGE> 6
INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons-Furnish the
full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself-including each
member of a group. Do not include the name of a person required to
be identified in the report but who is not a reporting person.
Reporting persons are also requested to furnish their Social
Security or I.R.S. identification numbers, although disclosure of
such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS
FOR COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and such membership is expressly
affirmed, please check row 2(a). If the membership in a group is
disclaimed or the reporting person described a relationship with
other persons but does not affirm the existence of a group, please
check row 2(b) [unless a joint filing pursuant to Rule 13d-1(e)(1)
in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish
place of organization.
(5)-(9)(11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.--Rows (5) through (9) inclusive, and (11) are to be completed
in accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place
after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row
(9) does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) Type of Reporting Persons--Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G)
and place the appropriate symbol on the form:
<TABLE>
<CAPTION>
Category Symbol
------------------------------------------------- ----------
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser 1A
Employee Benefit Plan, Pension Fund, or Endowment EP
Fund
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their coverage page filing
requirements by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose of
determining and disclosing the
Page 6 of 10 pages
<PAGE> 7
holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall
be filed not later than February 14 following the calendar year
covered by the statement or within the time specified in Rule
13d-1(b)(2), if applicable.
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar
year as that covered by a statement on this schedule may be
incorporated by reference in response to any of the items of this
Schedule. If such information is incorporated by reference in this
schedule, copies of the relevant pages of such form shall be filed as
an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1
(a) Name of Issuer
3Dfx Interactive, Inc.
(b) Address of Issuer's Principal Executive Offices
4435 Fortran Drive
San Jose, CA 95134
ITEM 2
(a) Name of Person Filing
(1) Techfarm, L.P.
(2) Techfarm II, L.P.
(3) Techfarm Management, Inc.
(4) Gordon A. Campbell
(b) Address of Principal Business Office, if none, Residence
(1) 111 West Evelyn Avenue, #101
Sunnyvale, CA 95086
(2) 111 West Evelyn Avenue, #101 Sunnyvale, CA 95086
(3) 111 West Evelyn Avenue, #101 Sunnyvale, CA 95086
(4) Gordon A. Campbell c/o Techfarm, L.P.
111 West Evelyn Avenue, #101
Sunnyvale, CA 95086
Page 7 of 10 pages
<PAGE> 8
(c) Citizenship
(1) Techfarm, L.P. : California, U.S.A.
(2) Techfarm II, L.P.: California, U.S.A.
(3) Techfarm Management, Inc.: California, U.S.A.
(4) Gordon A. Campbell: United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
885534 10 3
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b), CHECK
WHETHER THE PERSON FILING IS A:
Not applicable
ITEM 4. OWNERSHIP
(1) Techfarm, L.P. : At December 31, 1997, Techfarm, L.P. owned
462,500 shares of the Issuer's common stock. This amount
represented 3.4% of the total shares of common stock outstanding
at that date. Techfarm, L.P. has no rights to acquire additional
shares through the exercise of options or otherwise.
(2) Techfarm II, L.P. : At December 31, 1997, Techfarm II, L.P. owned
65,000 shares of the Issuer's common stock. This amount
represented 0.5% of the total shares outstanding at that date.
Techfarm II, L.P. has no rights to acquire additional shares
through the exercise of options or otherwise.
(3) Techfarm Management, Inc.: Techfarm Management, Inc. is the
General Partner of Techfarm, L.P. and Techfarm II, L.P. and
therefore may be deemed to beneficially own an aggregate of
527,500 shares of the Issuer's common stock which shares are held
by Techfarm, L.P. and Techfarm II, L.P. Techfarm Management, Inc.
has no rights to acquire additional shares through the exercise of
options or otherwise.
(4) Gordon A. Campbell: At December 31, 1997 owned 292,965 shares of
the Issuer's common stock and options to purchase 57,332 shares of
common stock which are exercisable within 60 days of December 31,
1997. Mr. Campbell is the president of Techfarm Management, Inc.
(dba Techfarm, Inc.), the general manager of Techfarm, L.P. and
Techfarm II, L.P. As a result, Mr. Campbell may be deemed to
beneficially own the 462,500 and 65,000 shares of the Issuer's
common stock held by Techfarm, L.P. and Techfarm II, L.P.,
respectively. In aggregate, Mr. Campbell may be deemed to
beneficially own 7.0% of the total shares outstanding as of
December 31, 1997. Mr. Campbell, however, disclaims beneficial
ownership of the shares held by Techfarm, L.P. and Techfarm II,
L.P.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OR A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
Page 8 of 10 pages
<PAGE> 9
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection or as a participant in any transaction having such
purposes or effect.
SIGNATURE
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.
February 5, 1998
--------------------------------------------------------
Date
/s/ Gordon A. Campbell
--------------------------------------------------------
Signature
Gordon A. Campbell
--------------------------------------------------------
Name/Title
TECHFARM, L.P.
By its General Partner, Techfarm Management, Inc.
By: /s/ Gordon A. Campbell
----------------------------------------------------
Signature
Gordon A. Campbell, President
----------------------------------------------------
Name/Title
TECHFARM II, L.P.
By its General Partner, Techfarm Management, Inc.
By: /s/ Gordon A. Campbell
----------------------------------------------------
Signature
Gordon A. Campbell, President
----------------------------------------------------
Name/Title
TECHFARM MANAGEMENT, INC.
By: /s/ Gordon A. Campbell
----------------------------------------------------
Signature
Gordon A. Campbell, President
----------------------------------------------------
Name/Title
Page 9 of 10 pages
<PAGE> 10
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representation. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commissioner may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE A
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 10 of 10 pages
