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Filed by 3dfx Interactive, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 14a-6
under the Securities Exchange Act of 1934
Subject Company: 3dfx Interactive, Inc.
Commission File No. 333-38678
Set forth below is the text of slides being used during discussions beginning
June 23, 2000 with financial analysts, shareholders and employees of 3dfx
Interactive, Inc. ("3dfx") regarding the proposed merger by and among 3dfx,
Galapagos Acquisition Corp. and GigaPixel Corporation (the "Merger"). These
slides will also be posted on the 3dfx web site, http://www.3dfx.com.
SLIDE #1
3DFX LOGO FORWARD-LOOKING STATEMENTS
The following communications contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on 3dfx management's current expectations
and are naturally subject to uncertainty and changes in circumstances. Actual
results may differ materially from the expectations contained herein. The
forward-looking statements herein include statements about future financial and
operating results and the impact of the Merger on such results. The following
factors, among others, could cause actual results to differ materially from
those described herein: the failure of 3dfx and GigaPixel Corporation
("GigaPixel") to complete the Merger, difficulties and costs involved in
integrating the technology, operations and personnel of 3dfx and GigaPixel after
the Merger, difficulty in predicting the aggregate number of shares of 3dfx
common stock to be issued in the Merger and the value that GigaPixel
shareholders will receive in the Merger, the possibility that GigaPixel
shareholders will not receive 3dfx shares that will be held in escrow pursuant
to documents executed pursuant to the Merger (the "Merger Documents"), delays in
purchasing or licensing decisions by 3dfx or GigaPixel customers pending the
outcome of the Merger, the increase in freely tradable shares of 3dfx as a
result of the Merger and the impact on 3dfx's stock price of such an increase,
the impact of continued losses by GigaPixel on 3dfx after the Merger, the impact
of expenses associated with the Merger on the financial results of 3dfx and the
potential reduction in the value that GigaPixel shareholders could receive for
their stock, the impact of non-cash charges associated with the Merger on 3dfx's
future earnings and stock price, conflicts of interest of certain GigaPixel
officers, directors and shareholders and the negative impact that these
conflicts may have on the consideration utilized in the Merger, the loss of any
revenue associated with former customers or licensees of GigaPixel that choose
to reduce or cease doing business with GigaPixel following the Merger, the risk
that the securityholders' representative appointed pursuant to the Merger
Documents may not act in the manner that GigaPixel shareholders desire, the
final economic terms of GigaPixel's modified development agreement with WebTV
and differences in the stock attributes of GigaPixel and 3dfx shareholders. More
detailed information about these and other factors is set forth under the
caption "Risk Factors" in the Proxy Statement/Prospectus/Information Statement
dated June 6,
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2000 of 3dfx and GigaPixel Corporation relating to the Merger, as well as
documents incorporated by reference therein. 3dfx is not under any obligation to
(and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future events
or otherwise.
ADDITIONAL INFORMATION RELATING TO THE MERGER
In connection with the proposed Merger by and among 3dfx, Galapagos
Acquisition Corp. and GigaPixel, 3dfx has filed with the SEC the Proxy
Statement/Prospectus/Information Statement dated June 6, 2000 of 3dfx and
GigaPixel relating to the Merger, as well as documents incorporated by reference
therein. You are urged to read the Proxy Statement/Prospectus/Information
Statement, the related Registration Statement on Form S-4, and any other
relevant documents filed with the SEC because they contain important
information. You may obtain the documents free of charge at the SEC's web site,
http://www.sec.gov. In addition, documents filed by 3dfx with the SEC can be
obtained by contacting 3dfx at the following address and telephone number:
Shareholder Relations, 4435 Fortran Drive, San Jose, California 95134,
telephone: (408) 935-4400. Please read the Proxy Statement/Prospectus/
Information Statement carefully before making a decision concerning the Merger.
3dfx, its officers, directors, employees and agents may be soliciting proxies
from 3dfx shareholders in connection with the Merger. Information concerning
the participants in the solicitation is set forth in the Proxy
Statement/Prospectus/Information Statement.
SLIDE #2
3DFX LOGO
3dfx & GigaPixel
Proxy Tour
June 2000
SLIDE #3
3DFX LOGO THE "DISRUPTIVE" GIGAPIXEL 3D TECHNOLOGY
Quake3 Performance
[Graphic table highlighting GigaPixel GP-1 Framerate performance versus Nvidia
GeForce DDR at 800x600 (36.3 v. 27.7 fps), 1024x768 (26.2 v. 16.7 fps) and
1280x1024 (16.6 v.10.02 fps).]
#1: Superior performance to Nvidia GeForce DDR!
TEST CONDITIONS: Quake 3 Timedemo1, High quality, 4X FSAA, 600MHz PIII, 100MHz
memory clock for GP-1, 166MHz memory clock for GeForce
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SLIDE #4
3DFX LOGO THE "DISRUPTIVE" GIGAPIXEL 3D TECHNOLOGY
[Same graphic table as on Slide #3]
[Graphic showing an Nvidia GeForce DDR chip with "~15 million 3D Transistors"
printed beneath it on the left, an arrow pointing to a GigaPixel GP-1 chip with
"~3M 3D Transistors" printed beneath it on the right, and "Reduced transistors,"
"Reduced die size" and "Reduced power" printed beneath the arrow.]
#2: Superior performance at 20% the die size!
SLIDE #5
3DFX LOGO THE "DISRUPTIVE" GIGAPIXEL 3D TECHNOLOGY
[Same graphic table as on Slide #3]
[Bar graph comparing "GBytes/sec Memory Bandwidth Required" of Nvidia GeForce
DDR against GigaPixel GP-1. Nvidia bar appears on left measuring "5.3 GB/sec"
with a downward sloping arrow pointing to a GigaPixel bar measuring 1.6 GB/sec.
"Reduced memory speed," "Reduced memory cost," "Reduced package pins" and
"Reduced power" are printed above the arrow and "Less is Better" is printed
below the arrow.]
#3: Superior performance with ~30% the memory bandwidth required!
SLIDE #6
3DFX LOGO TODAY'S PRESENTATION
- 3dfx history
- Markets for 3D and 3dfx
- GigaPixel "disruptive" 3D technology
- 3dfx + GigaPixel combined strategy and opportunity
SLIDE #7
3DFX LOGO 3DFX + GIGAPIXEL SYNERGY
[Graphic box on left with "3dfx" followed by three bullets, "Technology,"
"Branding" and "Distribution." Graphic box on right with "GigaPixel" followed by
three bullets, "Architecture," "Access to non-PC space" and "Licensing
Infrastructure." Both boxes have an arrow emerging from them which join and then
point collectively to a third graphic box at the bottom containing the "3dfx"
logo.]
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A new company with enhanced technology, resources and growth opportunities.
SLIDE #8
3DFX LOGO A LITTLE HISTORY
[Graphic chart plotting Revenue ($M) against certain historical 3dfx corporate
events. Points plotted on the graph include, "3dfx Founded" in 1994 with an
unspecified revenue amount plotted on the chart, "Voodoo" in 1995 with an
unspecified revenue amount plotted on the chart, "Developer Program" in 1996
with revenue plotted at $6.4M, "Voodoo2/IPO" in 1997 with revenue plotted at
$44.1M, "Voodoo Banshee" in late 1997 with revenue plotted at $202.6M, "Voodoo3"
in mid-1998 with an unspecified revenue amount plotted on the chart, "STB
Acquisition Approved" in early-to-mid 1999 with revenue plotted at $360.5 and
"Voodoo4/5/GigaPixel Acquisition in 2000 with no point plotted on the chart.]
SLIDE #9
3DFX LOGO PC RETAIL MARKET
-- 3dfx dominant retail board supplier
-- 39% market share 1Q'00, closest competitor 24%
-- Only $99 and $149 price points targeted 1999
-- Growing retail market share worldwide through product and price point
breadth*
-- Boards from $99 to >$300
-- Target 50% retail market share
-- Retail board market CAGR 26%
[Graphic depiction of the logos of various retail board market
participants.]
Source: PC Data, Mercury Research.
SLIDE #10
3DFX LOGO PC OEM MARKET
-- Approximately 2% market share in '99
-- 120-150M unit opportunity in CY2000
-- 100% 3D penetration
-- Growing OEM market share by focusing on two primary segments
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-- High-end, performance boards (driven by retail success)
-- Integrated chipsets for low end into mid-range PCs
[Graphic depiction of the logos of various OEMs.]
Source: Mercury Research and 3dfx
SLIDE #11
3DFX LOGO INTEGRATED 3D GRAPHICS TRENDS
[Graphic table charting average selling prices of PC systems against time,
showing categories in 2000 including "Performance ($2000+)," highlighted by "Add
In Card" with bullets beneath referencing "3dfx" and "Nvidia," "Mainstream
($1000 - $1999)," highlighted by "Discrete Motherboard" with bullets beneath
referencing "S3," "ATI" and "Nvidia" and "Value (Sub $1000)," highlighted by
"Integrated" with bullets beneath referencing "AMD," "ALI," "ATI," "Intel,"
"Nvidia," "SIS," "Trident" and "Via and more to come..." The "Value" and
"Mainstream" descriptions creep into 2001, but the table also shows "Integrated
(Segment 0)" and "Integrated (Segment 1)" appearing on the horizon in
mid-2002-early 2003 and late 2002-late 2003, respectively.]
SLIDE #12
3DFX LOGO NON-PC 3D MARKETS
[Graphic table showing non-PC markets with four categories: (i) "Console," under
which are the logos of Nintendo, Sega and Sony, under which are three bullets,
"Sony PS2," "Sega Dreamcast" and "Nintendo Dolphin," under which are two more
bullets, "90M console installed base" and "980k PlayStation2 sold in 3 days;"
(ii) "Handheld," under which are the logos of Palm, Psion and Casio, under which
are two bullets, "Nintendo 3D GameBoy" and "'Doom' on Palm Pilots," under which
are two bullets, "100M Gameboy installed base" and "7M Palms sold;" (iii)
"Settop," under which are the logos of Broadcom, Scientific Atlanta and
Motorola, under which are two bullets, "Broadcom" and "MIPS," under which are
two bullets, "Broadcom acquisition of Stellar 3D" and "MIPS R20K with 3D
instructions;" and (iv) "Cell Phone," under which are the logos of Motorola,
Nokia and Ericsson, under which is a single bullet, "Motorola/Sega cellphone
gaming announcement," under which is a single bullet, "1.4 Billion units in
2005."]
Partnerships are happening NOW for late '01/02 deployment!
SLIDE #13
3DFX LOGO GIGAPIXEL "DISRUPTIVE" 3D TECHNOLOGY
Traditional 3D Architecture GigaPixel 3D Technology
[Graphic of 3 triangles] 4x Improved Efficiency [Graphic of 3 triangles]
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Step 1: Draw blue triangle Single Step: Draw only visible pixels
Step 2: Draw red triangle for all triangles
Step 3: Draw green triangle
Problem: Time wasted rendering pixels Solution: Architectural breakthrough
which are not visible in the final image which greatly improves 3D efficiency
SLIDE #14
3DFX LOGO GIGAPIXEL "DISRUPTIVE" 3D TECHNOLOGY
GigaPixel 3D technology breakthrough Benefit
-- Pixel visibility efficiency -- Higher 3D performance
-- On-chip, tiled rendering -- Higher 3D performance
-- Enhanced image quality
-- Reduced memory bandwidth requirements -- Lower solution cost
-- Reduced gate count -- Lower cost
-- Lower power
-- Core licensing
opportunities
SLIDE #15
3DFX LOGO 3DFX WITH GIGAPIXEL TECHNOLOGY
Retail OEM Non-PC
Best Buy, COMP USA Gateway, Dell, Compaq Palm, Sony, Nokia
EB world.com
-- Increased Performance -- Reduced Cost -- Lower power
-- Improved visual quality -- Technology leadership for -- Reduced memory
-- Reduced cost chipset integration bandwidth
-- Lower power -- System-on-a-chip
integration
expertise
GigaPixel technology benefits all identified 3D market segments!
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SLIDE #16
3DFX LOGO 3DFX STRATEGY AND OPPORTUNITY
Strategy Market Opportunity
-------- ------------------
PC Retail -- Board Level Sales -- Currently 39% market share
Current Business -- Increase worldwide -- 9M units total market 2000
distribution -- Growing to 22M units 2005
-- Increase market share by
broadening product mix
[COMP USA, Best
Buy, EB Electronica
Boutique Logos]
PC OEM -- Chip Level Sales -- 108M chips 2000
Near term growth -- Chipset Integration -- 74M chipset 2000
licensing -- 31M laptop 2000
-- Laptop licensing -- Total is 213M growing
to 347M in 2005
[Dell, Gateway,
Compaq and Packard
Bell Logos]
Non-PC -- 3D Core Licensing -- 1.7 Billion units in 2005
Future growth -- Penetrate multiple -- Design choices being made
Emerging non-PC today
Segments
[Sony, Microsoft,
Palm and Nokia Logos]
Multiple Growth
Opportunities!
Source: Mercury Research, ET Forecasts, 4th Wave, PC Data.
SLIDE #17
3DFX LOGO GIGAPIXEL ACQUISITION POINTS
-- Vote takes place July 19, 2000
-- Purchase accounting
-- Engineering teams already operating under a joint development
agreement
-- No anticipated operating income impact for FY2001
-- Expected to be accretive for FY2002
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SLIDE #18
3DFX LOGO SUMMARY
-- GigaPixel disruptive 3D technology
-- New, differentiated business model
-- Boards
-- Chips
-- Core licensing
--Expanded market opportunities
-- Retail
-- OEM
-- Consumer electronic devices
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