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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
REGISTRATION NO. 333-38678
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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3dfx INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 3674 77-0390421
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
4435 FORTRAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 935-4400
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
ALEX LEUPP
CHIEF EXECUTIVE OFFICER AND PRESIDENT
3dfx INTERACTIVE, INC.
4435 FORTRAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 935-4400
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
WITH COPIES TO:
JOHN B. MCKNIGHT
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: The merger of GigaPixel Corporation ("GigaPixel") with and into a
wholly-owned subsidiary of 3dfx Interactive, Inc. ("3dfx") was consummated on
July 21, 2000. 3dfx is hereby amending its Registration Statement on Form S-4
(Reg. No. 333-38678) (the "Registration Statement") to deregister 482,833 shares
of
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common stock, no par value ("Common Stock"), which were issuable to the
stockholders of GigaPixel in connection with the merger of GigaPixel with and
into a wholly-owned subsidiary of 3dfx.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
registration statement number of the earlier effective registration statement
for the same offering. [ ]
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-4 (Reg. No. 333-38678) shall hereafter become effective in accordance with the
provisions of Section 8(c) of the Securities Act.
DEREGISTRATION OF SECURITIES
In accordance with the undertaking of 3dfx set forth in the
Registration Statement declared effective on June 7, 2000, 3dfx is filing this
Post-Effective Amendment No. 1 to deregister an aggregate of 482,833 shares of
its Common Stock previously registered under the Securities Act pursuant to the
Registration Statement, issuable to the stockholders of GigaPixel in connection
with the merger of GigaPixel with and into a wholly-owned subsidiary of 3dfx.
Pursuant to the Registration Statement, 15,037,810 shares of 3dfx
Common Stock were registered in order to be issued to the stockholders of
GigaPixel in connection with the merger. Upon consummation of the merger, 3dfx
issued a total of 14,554,977 of these shares to the former stockholders of
GigaPixel. Therefore, in accordance with the undertaking mentioned above, 3dfx
hereby deregisters the remaining 482,833 shares of 3dfx Common Stock previously
registered pursuant to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement No. 333-38678 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on July 28, 2000.
3DFX INTERACTIVE, INC.
By: /s/ ALEX LEUPP
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Alex Leupp
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-38678 has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ALEX LEUPP
------------------------ President and Chief Executive Officer July 28, 2000
Alex Leupp (Principal Executive Officer)
/s/ DAVID ZACARIAS
------------------------ Vice President, Administration and July 28, 2000
David Zacarias Chief Financial Officer (Principal
Financial and Accounting Officer)
*
------------------------ Chairman of the Board July ___, 2000
Gordon A. Campbell
*
------------------------ Director July ___, 2000
James L. Hopkins
*
----------------------- Executive Vice President, Chief July ___, 2000
Scott D. Sellers Technical Officer and Director
*
------------------------ Director July ___, 2000
James Whims
/s/ ANDREI M. MANOLIU
------------------------ Director July 28, 2000
Andrei M. Manoliu
/s/ GEORGE T. HABER
------------------------ Director July 28, 2000
George T. Haber
*By: /s/ DAVID ZACARIAS
--------------------------------
David Zacarias, as
Attorney-in-fact pursuant to
a power of attorney previously
filed
</TABLE>
