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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
3DFX INTERACTIVE, INC.
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0390421
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(State of incorporation or organization) (IRS Employer
Identification No.)
4435 Fortran Drive
San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
INDIVIDUAL OPTIONS GRANTED UNDER THE STB SYSTEMS, INC. 1995 AMENDED
AND RESTATED LONG TERM INCENTIVE PLAN, THE STB SYSTEMS, INC.AMENDED AND
RESTATED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AND THE STB
SYSTEMS, INC. 1995 EMPLOYE STOCK OPTION PURCHASE PLAN
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(Full title of the plans)
L. Gregory Ballard
President and Chief Executive Officer
3DFX INTERACTIVE, INC.
4435 Fortran Drive
San Jose, California 95134
(408) 935-4400
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(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered(1) Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock, no par
value, and related 813,000 $17.28(2) $14,048,640 $3,906
Preferred Share
Purchase Rights
- --------------------------------------------------------------------------------
(1)The securities to be registered are shares of Common Stock, no par value, of
the registrant issuable under the specified employee benefit plans and
agreements thereunder to purchase Common Stock, which have been assumed by the
Registrant in connection with the acquisition of STB Systems, Inc.
(2)Calculated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based upon the average of the high
and low prices for the Common Stock as reported on the Nasdaq National Market
on May 17, 1999.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (3Dfx
Interactive, Inc. is referred to herein as the "Registrant"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, filed on February 5, 1999 and as
amended by the Registrant's Annual Report on Form 10-K/A (Amendment No.
1) filed on March 1, 1999 pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A as
filed with the Commission on June 4, 1997;
(c) The description of the Company's Preferred Share
Purchase Rights contained in its Registration Statement on Form 8-A as
filed with the Commission on November 9, 1998; and
(d) The Registrant's Form 8-K as filed with the
Commission on March 30, 1999.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 204(a) of the California General
Corporation Law, the Registrant's Articles of Incorporation eliminate a
director's personal liability for monetary damages to the Registrant
and its shareholders arising from a breach or alleged breach of the
director's fiduciary duty, except for liability arising under Sections
310 and 316 of the California General Corporation Law or liability for
(i) acts or omissions that involve intentional misconduct or knowing
and culpable violation of law, (ii) acts or omissions that a director
believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of
the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless
disregard for the director's duty to the Registrant or its shareholders
in circumstances in which the director was aware, or should have been
aware, in the ordinary course of performing a director's duties, of a
risk of serious injury to the Registrant or its shareholders and (v)
acts or omissions that constitute an unexcused pattern of inattention
that amounts to an abdication of the director's duty to the Registrant
or its shareholders. This provision does not eliminate the directors'
duty of care, and in appropriate circumstances equitable remedies such
as an injunction or other forms of non-monetary relief would remain
available under California law.
Sections 204(a) and 317 of the California General
Corporation Law authorize a corporation to indemnify its directors,
officers, employees and other agents in terms sufficiently broad to
permit indemnification (including reimbursement for expenses) under
certain circumstances for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"). The Registrant's Articles
of Incorporation and Bylaws contain provisions covering indemnification
of corporate directors, officers and other agents against certain
liabilities and expenses incurred as a result of proceedings involving
such persons in their capacities as directors, officers, employees or
agents, including proceedings under the Securities Act or the
Securities Exchange Act of 1934, as amended. The Registrant has
entered into Indemnification Agreements with its directors and
executive officers.
At present, there is no pending litigation or proceeding
involving a director, officer, employee or other agent of the
Registrant in which indemnification is being sought, nor is the
Registrant aware of any threatened litigation that may result in a
claim for indemnification by any director, officer, employee or other
agent of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Documents
4.1 STB Systems, Inc. 1995 Amended and Restated Long Term Incentive Plan(1)
4.2 STB Systems, Inc. Amended and Restated Stock Option Plan for Non-
Employee Directors(2)
4.3 STB Systems, Inc. 1995 Employee Stock Option Purchase Plan(3)
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
(1) Incorporated by reference to the STB Systems, Inc. Registration
Statement on Form S-8 (File No. 33-89460) filed on February 16, 1995
as amended on November 3, 1997.
(2) Incorporated by reference to the STB Systems, Inc. Registration
Statement on Form S-8 (File No. 33-89464) filed on February 16,
1995.
(3) Incorporated by reference to the STB Systems, Inc. Registration
Statement on Form S-8 (File No. 33-89462) filed on February 16,
1995.
Item 9. Undertakings
(a) Rule 415 offering The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Filing incorporating subsequent Exchange Act documents by
reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Request for acceleration of effective date or filing of
registration statement on Form S-8
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, 3Dfx Interactive, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of San Jose, State of California, on this 18th day of May, 1999.
3DFX INTERACTIVE, INC.
(Registrant)
By: /S/ L. GREGORY BALLARD
L. Gregory Ballard
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and
severally, L. Gregory Ballard and David Zacarias his attorneys-in-fact,
each with the power of substitution, for him in any and all capacities,
to sign any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ L. GREGORY BALLARD President, Chief Executive May 18, 1999
- --------------------------- Officer and Director
(L. Gregory Ballard) (Principal Executive Officer)
/s/ DAVID ZACARIAS* Vice President of Finance and May 18, 1999
- --------------------------- Chief Financial Officer
(David Zacarias) (Principal Financial and
Accounting Officer)
/s/ GORDON A. CAMPBELL Chairman of the Board May 18, 1999
- ---------------------------
(Gordon A. Campbell)
/s/ JAMES WHIMS* Director May 18, 1999
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(James Whims)
/S/ L. GREGORY BALLARD
/s/ PHILIP M. YOUNG* Director May 18, 1999
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(Philip M. Young)
/s/ ANTHONY SUN* Director May 18, 1999
- ---------------------------
(Anthony Sun)
Vice President, Finance and
/s/ ALEX LEUPP* Director May 18, 1999
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(Alex Leupp)
/s/ SCOTT D. SELLERS* Director May 18, 1999
- ---------------------------
(Scott D. Sellers)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
___________________________________
Registration Statement on Form S-8
3Dfx Interactive, Inc.
May 19, 1999
INDEX TO EXHIBITS
Exhibit
Number Documents
4.1 STB Systems, Inc. 1995 Amended and Restated Long Term Incentive Plan(1)
4.2 STB Systems, Inc. Amended and Restated Stock Option Plan for Non-
Employee Directors(2)
4.3 STB Systems, Inc. 1995 Employee Stock Option Purchase Plan(3)
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
(1) Incorporated by reference to the STB Systems, Inc. Registration
Statement on Form S-8 (File No. 33-89460) filed on February 16, 1995
as amended on November 3, 1997.
(2) Incorporated by reference to the STB Systems, Inc. Registration
Statement on Form S-8 (File No. 33-89464) filed on February 16,
1995.
(3) Incorporated by reference to the STB Systems, Inc. Registration
Statement on Form S-8 (File No. 33-89462) filed on February 16,
1995.
Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
May 19, 1999
3Dfx Interactive, Inc.
4435 Fortran Drive
San Jose, California 95134
Re: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about
May 19, 1999 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of an
aggregate of 813,000 shares of your Common Stock, no par value, (the
"Shares") to be issued pursuant to individual options granted under the
STB Systems, Inc. 1995 Amended and Restated Long Term Incentive Plan,
the STB Systems, Inc. Amended and Restated Stock Option Plan for Non-
Employee Directors and pursuant to the STB Systems, Inc. 1995 Employee
Stock Option Purchase Plan (collectively, the "Plans"). As your
counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the issuance and sale of the Shares
pursuant to the Plans.
It is our opinion that, when issued and sold in the manner
described in the Plans and pursuant to the agreements which accompany
each grant under the Plans, the Shares will be legally and validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name
wherever appearing in the Registration Statement and any amendments
thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/S/ WILSON SONSINI GOODRICH & ROSATI
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 22, 1999
relating to the financial statements, which appears in 3Dfx
Interactive, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998, as amended by 3Dfx Interactive Inc.'s Annual Report
on Form 10-K/A. We also consent to the incorporation by reference of
our report dated January 22, 1999 relating to the financial statement
schedule, which appears in such Annual Report on Form 10-K, as amended
by the Annual Report on Form 10-K/A.
PricewaterhouseCoopers LLP
San Jose, California
May 19, 1999
