<PAGE> 1
EXHIBIT 99.1
3DFX INTERACTIVE, INC.
PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of 3DFX INTERACTIVE, INC., a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement/Prospectus/Information Statement, each dated
June 12, 2000, and hereby appoints Alex Leupp and David Zacarias and each of
them proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
2000 Annual Meeting of Shareholders of 3DFX INTERACTIVE, INC., to be held on
July 19, 2000 at 10:00 a.m., local time, at 4435 Fortran Drive, San Jose,
California 95134 and any adjournment(s) or postponement(s) thereof, and to vote
all shares of common stock which the undersigned would be entitled to vote if
then and there personally present, on the matters set forth on the reverse side.
1. Proposal to approve the Merger, approve and adopt the Merger Agreement
and approve the issuance of shares pursuant to the Merger Agreement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of directors:
Nominees: Gordon A. Campbell, James L. Hopkins, Alex Leupp,
Scott D. Sellers, James Whims
[ ] FOR all nominees listed above (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
---------------
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee(s) name(s) on the line above.
3. Proposal to approve an amendment to the 3dfx Interactive, Inc. 1995
Employee Stock Option Plan to increase the number of shares of common
stock reserved for issuance under the stock plan by 2,500,000 shares
for a total of 8,875,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to approve an amendment to the 3dfx Interactive, Inc. 1997
Employee Stock Purchase Plan to increase the number of shares of common
stock reserved for issuance under the purchase plan by 850,000 for a
total of 1,600,000 shares, as well as to provide for larger annual
increases to the number of shares reserved for issuance under the
purchase plan equal to the lesser of 600,000 shares or 1.5% of 3dfx's
then outstanding shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants for the fiscal year ending January 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
matter(s) which may properly come before the meeting and at any adjournment(s)
thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED (1) FOR THE APPROVAL OF THE MERGER, THE APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT, AND THE APPROVAL OF THE ISSUANCE OF SHARES OF 3DFX COMMON
STOCK PURSUANT TO THE MERGER AGREEMENT, (2) FOR THE LISTED NOMINEES IN THE
ELECTION OF DIRECTORS, (3) FOR THE AMENDMENT OF THE 3DFX INTERACTIVE, INC. 1995
EMPLOYEE STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES RESERVED THEREUNDER,
(4) FOR THE AMENDMENT OF THE 3DFX INTERACTIVE, INC. 1997 EMPLOYEE STOCK PURCHASE
PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE PURCHASE PLAN BY 850,000 SHARES FOR A TOTAL OF 1,600,000 SHARES, AS
WELL AS TO PROVIDE FOR LARGER ANNUAL INCREASES TO THE NUMBER OF SHARES RESERVED
FOR ISSUANCE UNDER THE PURCHASE PLAN EQUAL TO THE LESSER OF 600,000 SHARES OR
1.5% OF 3DFX'S THEN OUTSTANDING SHARES AND (5) FOR THE RATIFICATION OF THE
APPOINTMENT OF
<PAGE> 2
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JANUARY 31, 2001.
Both of such attorneys or substitutes (if both are present and acting at said
meeting or any adjournment(s) or postponement(s) thereof, or, if only one shall
be present and acting, then that one) shall have and may exercise all of the
powers of said attorneys-in-fact hereunder.
Dated:
-----------------------------------
-----------------------------------------
Signature
-----------------------------------------
Signature
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
