<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
3DFX INTERACTIVE, INC.
--------------------------------------------------------
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0390421
------------------------------- -----------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
4435 Fortran Drive
San Jose, California 95134
------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(408) 935-4400
----------------------
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On May 13, 1999, Voodoo Merger Sub, Inc. ("Merger Sub"), a wholly-owned
subsidiary of 3Dfx Interactive, Inc. ("3Dfx"), merged (the "Merger")
with and into STB Systems, Inc. ("STB"), with STB being the surviving
corporation in the Merger. At special meetings of shareholders, the
shareholders of each of 3Dfx and STB approved the Merger. As a result
of the Merger, STB has become a wholly owned subsidiary of 3Dfx. STB
designs, develops, manufactures, and markets graphics boards for use in
desktop personal computers.
The Merger occurred pursuant to the terms of an Agreement and Plan of
Reorganization dated as of December 13, 1998 (the "Merger Agreement") by
and among 3Dfx, STB and Merger Sub. Pursuant to the Merger Agreement,
each share of Common Stock of STB ("STB Common Stock") outstanding
immediately prior to the Effective Time (as defined in the Merger Agreement)
was converted into the right to receive 0.65 (the "Exchange Ratio") of a
share of 3Dfx's Common Stock. Based on the outstanding Common Stock of STB,
3Dfx expects to issue approximately 8,267,000 shares of 3Dfx Common Stock.
No fractional shares will be issued and in lieu therefor STB shareholders
will receive a cash payment equal to the fraction of a share multiplied by
$18.50. In addition, 3Dfx will assume options to purchase 842,451 shares
of STB Common Stock outstanding immediately prior to the Effective Time.
These options will be converted into an option to acquire 65% as many shares
of 3Dfx Common Stock, at an exercise price per share equal to the exercise
price per share of the STB Common Stock under such STB option immediately
prior to the merger divided by the Exchange Ratio. Additionally, an
outstanding warrant to purchase shares of STB Common Stock was assumed by
3Dfx and converted into a warrant to acquire 65% of as many shares of 3Dfx
Common Stock, at an exercise price per share equal to the exercise price
per share of the STB Common Stock under such warrant immediately prior to
the merger divided by the Exchange Ratio.
In connection with the Merger, 3Dfx issued or reserved an aggregate of
approximately 9,680,000 shares of Common Stock, including shares issued upon
conversion of the above-described warrants and the shares issuable upon
exercise of outstanding options. The Common Stock of 3Dfx issued in the Merger
was registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement on Form S-4 (File No. 333-76355)
(the "Registration Statement") which the Securities and Exchange Commission
(the "Commission") declared effective on April 15, 1999. The Common Stock of
3Dfx issuable upon exercise of options to purchase STB Common Stock was
registered under the Securities Act pursuant to a Registration Statement on
Form S-8 which was filed with the Commission on May 20, 1999.
The Merger constitutes a tax-free reorganization for federal income tax
purposes and will be accounted for as a "purchase" by 3Dfx.
The Merger is more fully described in 3Dfx's Registration Statement. The
Merger Agreement was included as Appendix A to the Joint Proxy
Statement/Prospectus (the "Joint Proxy Statement/Prospectus") contained in
the Registration Statement and is incorporated herein by reference as Exhibit
2.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
(i) The audited consolidated balance sheets of STB Systems, Inc. as of
October 31, 1998 and 1997, the audited consolidated statements of
operations, changes in shareholders' equity and cash flows of STB
Systems, Inc. for the years ended October 31, 1998, 1997 and 1996,
the related notes thereto, and the Report of Independent Accountants
thereon are set forth at pages 10 to 26 of Appendix N to the Joint
Proxy Statement/Prospectus included in the Registration Statement.
Such financial statements, notes and reports set forth at such pages
are incorporated herein by reference.
(ii) The unaudited consolidated balance sheet of STB Systems, Inc. as of
January 31,1999, the unaudited consolidated statements of operations,
of changes in shareholders' equity and cash flows of STB Systems, Inc.
for the three months then ended and the notes related thereto are set
forth at pages 3 through 7 of Appendix P of the Joint Proxy
Statement/ Prospectus included in the Registration Statement.
Such financial statements and notes set forth at such pages are
incorporated herein by reference.
(b) Pro Forma Financial Information.
The Registrant will file the required pro forma financial information
under the cover of an amendment to this Current Report on Form 8-K
as soon as practicable, but in no event later than the 60 days
after the date on which this Current Report on Form 8-K was required
to have been filed.
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Reorganization dated December 13, 1998,
by and among 3Dfx Interactive, Inc.; STB Systems, Inc., and
Voodoo Merger Sub, Inc. (incorporated by reference to Appendix
A to the Joint Proxy Statement/Prospectus included in the
Registrant's Registration Statement on Form S-4 (File No.
333-76355)).
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Press release of 3Dfx Interactive, Inc. dated May 13, 1999.
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Acquisition
Agreement have been omitted. The Registrant agrees to supplementally furnish
such schedules upon request of the Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
3DFX INTERACTIVE, INC.
(Registrant)
/s/ L. GREGORY BALLARD
--------------------------------------
L. Gregory Ballard
President and Chief Executive Officer
/s/ DAVID ZACARIAS
--------------------------------------
David Zacarias
Vice President, Administration and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: May 20, 1999
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 333-58207, No. 333-39109 and No. _________________)
of 3Dfx Interactive, Inc. of our report dated December 12, 1998, except as to
Note 15, which is as of January 15, 1999, relating to the consolidated
January 15, 1999, relating to the consolidated financial statements of
STB Systems, Inc., which are incorporated by reference into this Current
Report on Form 8-K.
PricewaterhouseCoopers LLP
Dallas, Texas
May 20, 1999
EXHIBIT 99.1
PRESS RELEASE OF 3DFX INTERACTIVE, INC. DATED MAY 13, 1999
3DFX INTERACTIVE, INC. AND STB SYSTEMS, INC.
COMPLETE MERGER
As First 3dfx-Branded Products Reach Retailers and OEMs, Companies Combine to
Form Leading Innovator of 3D Graphics Technology
SAN JOSE, Calif., and RICHARDSON, Texas, May 13, 1999 - 3dfx Interactive, Inc.
(NASDAQ: TDFX) and STB Systems, Inc., (NASDAQ: STBI) today each announced that
the merger of 3dfx Interactive and STB Systems has been consummated. Under the
terms of the merger first announced Dec. 14, 1998, shareholders of STB Systems
will receive 0.65 of a share of 3dfx Interactive common stock for each share
of STB Systems common stock. Based on the number of shares of STB Systems
common stock outstanding, 3dfx Interactive expects to issue approximately
8,270,000 shares of 3dfx Interactive common stock in connection with the
acquisition of STB Systems, representing approximately 34 percent of the
outstanding shares of 3dfx Interactive common stock after giving effect to
such issuance.
"With the merger behind us, 3dfx will accelerate its efforts to deliver
powerful new technologies for games, entertainment and more," said Greg
Ballard, president and chief executive officer of 3dfx Interactive. "We will
aggressively pursue every opportunity to lead this market as the most innovative
manufacturer of 3D graphics technology."
"STB's strong relationships with the industry's leading OEM and retail
customers were earned by consistently being first to market with new technology
and by providing outstanding customer service through our field support,
engineering and sales organizations," said William Ogle, president and chief
executive officer of STB Systems. "We believe that the combined strengths of
STB and 3dfx will enable us to deliver a more powerful and focused brand
strategy and singular vision for our products and customers."
The headquarters for the combined companies will be located in San Jose,
with the operations of STB Systems being maintained in Richardson, Texas.
William Ogle will join the 3dfx Board of Directors as vice chairman and will
serve as executive vice president for 3dfx. Jim Hopkins, chief financial
officer and vice president of strategic marketing of STB, will also join the
3dfx Board of Directors and will serve as senior vice president of finance
and strategic planning for 3dfx. Gordon Campbell will remain chairman of 3dfx.
About STB Systems
STB Systems, Inc. designs, manufactures and sells multimedia accelerators and
other multimedia subsystems products for use primarily in desktop personal
computers. STB has established a history of designing award-winning graphics
controllers and writing specialized video drivers, which provide maximum
software performance and compatibility. STB is one of the largest suppliers of
multimedia accelerators worldwide, as ranked by International Data Corporation
(IDC), and is registered as ISO 9002 compliant.
Founded in 1981 and headquartered in Richardson, Texas, STB Systems, Inc., also
has facilities in El Paso (Texas), Austin (Texas), Eugene (Oregon), Juarez
(Mexico), Belfast (Northern Ireland), London (UK), and Paris (France).
About 3dfx Interactive
3dfx Interactive develops high-performance, cost-effective 3D media processors,
software and related technology that are designed to enable a highly immersive,
interactive and realistic 3D experience across interactive electronic
entertainment platforms - personal computers, coin-operated arcade systems
and location-based entertainment. Current 3dfx Interactive products include
the Voodoo family of accelerator chip sets, Voodoo2(tm), Voodoo Graphics(r),
Voodoo Banshee(tm) and the new Voodoo3(tm).
3dfx Interactive and Voodoo Graphics are registered trademarks and Voodoo,
Voodoo2, Voodoo3 and Voodoo Banshee are trademarks of 3dfx Interactive. All
other names may be trademarks of their respective holders.
Certain of the statements in this press release, including the statements
relating to expectations about the capabilities of the combined company, are
forward-looking statements that are subject to risks and uncertainties that
could cause results to be materially different than expectations. Such risks
and uncertainties include, but are not limited to, risks associated with
acquisition transactions and the related integration of operations. Investors
are advised to read 3dfx's annual and quarterly reports on Forms 10-K and 10-Q
and 3dfx's other filings with the Securities and Exchange Commission for a
further discussion of such risks and uncertainties.
