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As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
3DFX INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0390421
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4435 FORTRAN DRIVE
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)
GIGAPIXEL CORPORATION 1997 EMPLOYEE INCENTIVE PLAN
(Full title of the plan)
DAVID ZACARIAS
VICE PRESIDENT, ADMINISTRATION AND CHIEF FINANCIAL OFFICER
3DFX INTERACTIVE, INC.
4435 FORTRAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 935-4400
(Name, address and telephone number, including area code, of agent for service)
Copies to:
JOHN B. MCKNIGHT, ESQ.
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
--------------------------- -------------- ------------------ ------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, no par value
815,355 shares $6.89 $5,617,795.90 $1,483.00
===================================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based on the average of the high and low
prices of a share of the Registrant's Common Stock as reported by The Nasdaq
National Market on July 24, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: PLAN INFORMATION.
The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
note to Part I of Form S-8.
ITEM 2: REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act, and the introductory note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission by the Registrant are hereby incorporated by
reference in this Registration Statement:
(i) Annual Report on Form 10-K for the fiscal year ended January 31,
2000, filed on May 1, 2000 and as amended by the Annual Report on Form 10-K/A
(Amendment No. 1) filed on June 6, 2000;
(ii) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed on November 11, 1998;
(iii) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed on June 4, 1997;
(iv) Quarterly Report on Form 10-Q filed on June 14, 2000; and
(v) Current Report on Form 8-K filed on June 23, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered 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
<PAGE> 3
310 and 316 of the California General Corporation Law or liability for (i) acts
or omissions that involve intentional misconduct or knowing and culpable
violations 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 . 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
Exchange Act. 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.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
4.1+ GigaPixel Corporation 1997 Employee Incentive Plan and forms of agreements
thereunder.
5.1+ Opinion of Locke Liddell & Sapp LLP.
23.1+ Consent of Counsel (included in opinion filed as Exhibit 5.1).
23.2+ Consent of Independent Accountants.
24.1+ Power of Attorney (see signature page).
</TABLE>
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+ Filed herewith.
ITEM 9. UNDERTAKINGS.
The 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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
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(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to applicable law, the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements or otherwise, the Registrant
has been informed 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has already been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 25th day of
July, 2000.
3DFX INTERACTIVE, INC.
By: /s/ Alex Leupp
-------------------------------------
Alex Leupp
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Alex Leupp and
David Zacarias, and each of them, as his attorney-in-fact, with full power of
substitution in each, for him in any and all capacities to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Alex Leupp President and Chief Executive Officer July 25, 2000
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Alex Leupp (Principal Executive Officer)
/s/ David Zacarias Vice President, Administration and July 25, 2000
------------------
David Zacarias Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Gordon A. Campbell Chairman of the Board July 25, 2000
----------------------
Gordon A. Campbell
/s/ James L. Hopkins Director July 25, 2000
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James L. Hopkins
/s/ Scott D. Sellers Executive Vice President, Chief July 25, 2000
--------------------
Scott D. Sellers Technical Officer and Director
/s/ James Whims Director July 25, 2000
---------------
James Whims
/s/ Andrei M. Manoliu Director July 25, 2000
---------------------
Andrei M. Manoliu
/s/ George T. Haber Director July 25, 2000
-------------------
George T. Haber
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1+ GigaPixel Corporation 1997 Employee
Incentive Plan and forms of agreements
thereunder.
5.1+ Opinion of Locke Liddell & Sapp LLP.
23.1+ Consent of Counsel (included in opinion filed as
Exhibit 5.1).
23.2+ Consent of Independent Accountants.
24.1+ Power of Attorney (see signature page).
</TABLE>
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+ Filed herewith.
