<PAGE>
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 of incorporation or organization) (IRS Employer
Identification No.)
4435 Fortran Drive
San Jose, California 95134
------------------------------- -----------
(Address of principal executive offices) (Zip Code)
1997 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------
(Full title of the plans)
DAVID ZACARIAS
Chief Financial Officer and Secretary
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)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------
Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock, no par
value 200,000 $9.00(1) $1,800,000 $475.20
- --------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
January 12, 2000.
<PAGE>
The contents of the Registrant's Form S-8 Registration Statement
(Registration Statement No. 333-58207) filed with the Commission on
June 20, 1998 and the Registrant's Form S-8 Registration Statement
(Registration Statement No. 333-39109) filed with the Commission on
October 30, 1997 are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Document
4.1 1997 Employee Stock Purchase Plan, as amended, and forms of
agreement thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a
Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
Item 9. Undertakings.
The undersigned 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 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.
(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 post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned 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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Registrant pursuant to the California General Corporations
Code, the Restated Articles of Incorporation or the Bylaws of
Registrant, Indemnification Agreements entered into between Registrant
and its officers and directors, or otherwise, Registrant has been
advised 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the 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, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnifi-
cation by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 18th day of January, 2000.
3DFX INTERACTIVE, INC.
By: /S/ ALEX LEUPP
Alex Leupp
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally,
Alex Leupp and David Zacarias his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-
effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or 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 by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------------------------- ---------------------------------- -------------
/s/ ALEX LEUPP President, Chief Executive January 18, 2000
- --------------------------- Officer and Director
(Alex Leupp) (Principal Executive Officer)
/s/ DAVID ZACARIAS Vice President of Finance and January 18, 2000
- --------------------------- Chief Financial Officer
(David Zacarias) (Principal Financial and
Accounting Officer)
/s/ GORDON A. CAMPBELL Chairman of the Board January 18, 2000
- ---------------------------
(Gordon A. Campbell)
/s/ JAMES WHIMS Director January 18, 2000
- ---------------------------
(James Whims)
/s/ PHILIP M. YOUNG Director January 18, 2000
- ---------------------------
(Philip M. Young)
/s/ ANTHONY SUN Director January 18, 2000
- ---------------------------
(Anthony Sun)
Vice President, Finance and
/s/ SCOTT D. SELLERS Director January 18, 2000
- ---------------------------
(Scott D. Sellers)
/s/ WILLIAM OGLE Director January 18, 2000
- ---------------------------
(William Ogle)
/s/ JIM HOPKINS Director January 18, 2000
- ---------------------------
(Jim Hopkins)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
EXHIBITS
___________________________________
Registration Statement on Form S-8
3Dfx Interactive, Inc.
January 20, 2000
INDEX TO EXHIBITS
Exhibit
Number Documents
4.1 1997 Employee Stock Purchase Plan, as amended, and forms of agreement
thereunder
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
Exhibit 4.1
3DFX INTERACTIVE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Amended as of April, 1998)
The following constitute the provisions of the 1997 Employee Stock
Purchase Plan of 3Dfx Interactive, Inc.
1. Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan qualify
as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation
in a manner consistent with the requirements of that section of the
Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the Common Stock of the
Company.
(d) "Company" shall mean 3Dfx Interactive, Inc. and any
Designated Subsidiary of the Company.
(e) "Compensation" shall mean all W-2 compensation of the
participant.
(f) "Designated Subsidiary" shall mean any Subsidiary which
has been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.
(g) "Employee" shall mean any individual who is an Employee
of the Company for tax purposes whose customary employment with the
Company is at least twenty (20) hours per week and more than five (5)
months in any calendar year. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual
is on sick leave or other leave of absence approved by the Company.
Where the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the
employment relationship shall be deemed to have terminated on the 91st
day of such leave.
(h) "Enrollment Date" shall mean the first day of each
Offering Period.
(i) "Exercise Date" shall mean the last day of each Purchase
Period.
(j) "Fair Market Value" shall mean, as of any date, the value
of Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation
the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq
Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system for the last market trading day on the date of
such determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable, or;
(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its
Fair Market Value shall be the mean of the closing bid and asked prices
for the Common Stock on the date of such determination, as reported in
The Wall Street Journal or such other source as the Board deems
reliable, or;
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Board, or;
(iv) For purposes of the Enrollment Date of the first
Offering Period under the Plan, the Fair Market Value shall be the
initial price to the public as set forth in the final prospectus
included within the registration statement in Form S-1 filed with the
Securities and Exchange Commission for the initial public offering of
the Company's Common Stock (the "Registration Statement").
(k) "Offering Periods" shall mean the periods of approxi-
mately twenty-four (24) months during which an option granted pursuant
to the Plan may be exercised, commencing on the first Trading Day on or
after June 1 and December 1 of each year and terminating on the last
Trading Day in the periods ending twenty-four months later; provided,
however, that the first Offering Period under the Plan commencing after
April 30, 1999 shall commence on the first Trading Day on or after May
1, 1999 and ending on the last Trading Day on or before May 31, 2001.
The duration and timing of Offering Periods may be changed pursuant to
Section 4 of this Plan.
(l) "Plan" shall mean this Employee Stock Purchase Plan.
(m) "Purchase Price" shall mean an amount equal to 85% of the
Fair Market Value of a share of Common Stock on the Enrollment Date or
on the Exercise Date, whichever is lower.
(n) "Purchase Period" shall mean the approximately six month
period commencing after one Exercise Date and ending with the next
Exercise Date, except that the first Purchase Period of any Offering
Period shall commence on the Enrollment Date and end with the next
Exercise Date.
(o) "Reserves" shall mean the number of shares of Common
Stock covered by each option under the Plan which have not yet been
exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but not yet placed under option.
(p) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now exists or
is hereafter organized or acquired by the Company or a Subsidiary.
(q) "Trading Day" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.
3. Eligibility.
(a) Any Employee who shall be employed by the Company on a
given Enrollment Date shall be eligible to participate in the Plan.
(b) Any provisions of the Plan to the contrary notwith-
standing, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee pursuant
to Section 424(d) of the Code) would own capital stock of the Company
and/or hold outstanding options to purchase such stock possessing five
percent (5%) or more of the total combined voting power or value of all
classes of the capital stock of the Company or of any Subsidiary, or
(ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000)
worth of stock (determined at the fair market value of the shares at the
time such option is granted) for each calendar year in which such option
is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by
consecutive, overlapping Offering Periods with a new Offering Period
commencing on the first Trading Day on or after May 1 and November 1
each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 20
hereof; provided, however, that the first Offering Period under the Plan
shall commence with the first Trading Day on or after the date on which
the Securities and Exchange Commission declares the Company's
Registration Statement effective and ending on the last Trading Day on
or before April 30, 1999. The Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof)
with respect to future offerings without shareholder approval if such
change is announced at least five (5) days prior to the scheduled begin-
ning of the first Offering Period to be affected thereafter.
5. Participation.
(a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Company's
payroll office prior to the applicable Enrollment Date.
(b) Payroll deductions for a participant shall commence on
the first payroll following the Enrollment Date and shall end on the
last payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in
Section 10 hereof.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each
pay day during the Offering Period in an amount not exceeding fifteen
percent (15%) of the Compensation which he or she receives on each pay
day during the Offering Period.
(b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall be withheld in
whole percentages only. A participant may not make any additional
payments into such account.
(c) A participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof, or may increase or decrease
the rate of his or her payroll deductions during the Offering Period by
completing or filing with the Company a new subscription agreement
authorizing a change in payroll deduction rate. The Board may, in its
discretion, limit the number of participation rate changes during any
Offering Period. The change in rate shall be effective with the first
full payroll period following five (5) business days after the Company's
receipt of the new subscription agreement unless the Company elects to
process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering
Periods unless terminated as provided in Section 10 hereof.
(d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to zero percent (0%)
at any time during a Purchase Period. Payroll deductions shall recom-
mence at the rate provided in such participant's subscription agreement
at the beginning of the first Purchase Period which is scheduled to end
in the following calendar year, unless terminated by the participant as
provided in Section 10 hereof.
(e) At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under
the Plan is disposed of, the participant must make adequate provision
for the Company's federal, state, or other tax withholding obligations,
if any, which arise upon the exercise of the option or the disposition
of the Common Stock. At any time, the Company may, but shall not be
obligated to, withhold from the participant's Compensation the amount
necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any
tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
7. Grant of Option. On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period
shall be granted an option to purchase on each Exercise Date during such
Offering Period (at the applicable Purchase Price) up to a number of
shares of the Company's Common Stock determined by dividing such
Employee's payroll deductions accumulated prior to such Exercise Date
and retained in the Participant's account as of the Exercise Date by the
applicable Purchase Price; provided that in no event shall an Employee
be permitted to purchase during each Purchase Period more than 7,500
shares of the Company's Common Stock (subject to any adjustment pursuant
to Section 19) on the Enrollment Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b)
and 12 hereof. Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Sec-
tion 10 hereof. The option shall expire on the last day of the Offering
Period.
8. Exercise of Option. Unless a participant withdraws from the
Plan as provided in Section 10 hereof, his or her option for the pur-
chase of shares shall be exercised automatically on the Exercise Date,
and the maximum number of full shares subject to option shall be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account. No fractional
shares shall be purchased; any payroll deductions accumulated in a
participant's account which are not sufficient to purchase a full share
shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left
over in a participant's account after the Exercise Date shall be
returned to the participant. During a participant's lifetime, a
participant's option to purchase shares hereunder is exercisable only by
him or her.
9. Delivery. As promptly as practicable after each Exercise Date
on which a purchase of shares occurs, the Company shall arrange the
delivery to each participant, as appropriate, of a certificate
representing the shares purchased upon exercise of his or her option.
10. Withdrawal.
(a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written
notice to the Company in the form of Exhibit B to this Plan. All of the
participant's payroll deductions credited to his or her account shall be
paid to such participant promptly after receipt of notice of withdrawal
and such participant's option for the Offering Period shall be
automatically terminated, and no further payroll deductions for the
purchase of shares shall be made for such Offering Period. If a
participant withdraws from an Offering Period, payroll deductions shall
not resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement.
(b) A participant's withdrawal from an Offering Period shall
not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in
succeeding Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.
11. Termination of Employment.
Upon a participant's ceasing to be an Employee, for any
reason, he or she shall be deemed to have elected to withdraw from the
Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall
be returned to such participant or, in the case of his or her death, to
the person or persons entitled thereto under Section 15 hereof, and such
participant's option shall be automatically terminated. The preceding
sentence notwithstanding, a participant who receives payment in lieu of
notice of termination of employment shall be treated as continuing to be
an Employee for the participant's customary number of hours per week of
employment during the period in which the participant is subject to such
payment in lieu of notice.
12. Interest. No interest shall accrue on the payroll deductions
of a participant in the Plan.
13. Stock.
(a) Subject to Section 19, the maximum number of shares of
the Company's Common Stock which shall be made available for sale under
the Plan shall be five hundred fifty thousand (550,000) shares, together
with an annual increase to the number of shares reserved thereunder to
take effect each year on the date of the Annual Meeting of Shareholders
(commencing with the 1999 Annual Meeting of Shareholders) equal to the
lesser of (i) 200,000 shares or (ii) 1% of the outstanding shares of the
Company on such date. If, on a given Exercise Date, the number of
shares with respect to which options are to be exercised exceeds the
number of shares then available under the Plan, the Company shall make a
pro rata allocation of the shares remaining available for purchase in as
uniform a manner as shall be practicable and as it shall determine to be
equitable.
(b) The participant shall have no interest or voting right in
shares covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in the name of the
participant and his or her spouse.
14. Administration. The Plan shall be administered by the Board or
a committee of members of the Board appointed by the Board. The Board
or its committee shall have full and exclusive discretionary authority
to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan.
Every finding, decision and determination made by the Board or its
committee shall, to the full extent permitted by law, be final and
binding upon all parties.
15. Designation of Beneficiary.
(a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's
death subsequent to an Exercise Date on which the option is exercised
but prior to delivery to such participant of such shares and cash. In
addition, a participant may file a written designation of a beneficiary
who is to receive any cash from the participant's account under the Plan
in the event of such participant's death prior to exercise of the
option. If a participant is married and the designated beneficiary is
not the spouse, spousal consent shall be required for such designation
to be effective.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of
a participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor
or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
16. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an
option or to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the
laws of descent and distribution or as provided in Section 15 hereof) by
the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds from an Offering Period
in accordance with Section 10 hereof.
17. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such
payroll deductions.
18. Reports. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to
participating Employees at least annually, which statements shall set
forth the amounts of payroll deductions, the Purchase Price, the number
of shares purchased and the remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the Reserves, the maximum
number of shares each participant may purchase each Purchase Period
(pursuant to Section 7), as well as the price per share and the number
of shares of Common Stock covered by each option under the Plan which
has not yet been exercised shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an
option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in
progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date"), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board. The New Exercise Date shall be before
the date of the Company's proposed dissolution or liquidation. The
Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and
that the participant's option shall be exercised automatically on the
New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 10 hereof.
(c) Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each outstanding option
shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute
for the option, any Purchase Periods then in progress shall be shortened
by setting a new Exercise Date (the "New Exercise Date") and any
Offering Periods then in progress shall end on the New Exercise Date.
The New Exercise Date shall be before the date of the Company's proposed
sale or merger. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant's option has been changed to the New
Exercise Date and that the participant's option shall be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in
Section 10 hereof.
20. Amendment or Termination.
(a) The Board of Directors of the Company may at any time and
for any reason terminate or amend the Plan. Except as provided in
Section 19 hereof, no such termination can affect options previously
granted, provided that an Offering Period may be terminated by the Board
of Directors on any Exercise Date if the Board determines that the
termination of the Plan is in the best interests of the Company and its
shareholders. Except as provided in Section 19 hereof, no amendment may
make any change in any option theretofore granted which adversely
affects the rights of any participant. To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision
or any other applicable law, regulation or stock exchange rule), the
Company shall obtain shareholder approval in such a manner and to such a
degree as required.
(b) Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the
amount withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase
of Common Stock for each participant properly correspond with amounts
withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in
its sole discretion advisable which are consistent with the Plan.
21. Notices. All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Company
at the location, or by the person, designated by the Company for the
receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with
all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at
the time of any such exercise that the shares are being purchased only
for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable
provisions of law.
23. Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board of Directors or its approval by
the shareholders of the Company. It shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 20 hereof.
24. Automatic Transfer to Low Price Offering Period. To the extent
permitted by any applicable laws, regulations, or stock exchange rules
if the Fair Market Value of the Common Stock on any Exercise Date in an
Offering Period is lower than the Fair Market Value of the Common Stock
on the Enrollment Date of such Offering Period, then all participants in
such Offering Period shall be automatically withdrawn from such Offering
Period immediately after the exercise of their option on such Exercise
Date and automatically re-enrolled in the immediately following Offering
Period as of the first day thereof.
EXHIBIT A
3DFX INTERACTIVE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_____ Original Application Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. _______________________ hereby elects to participate in the 3Dfx
Interactive, Inc. 1997 Employee Stock Purchase Plan (the
"Employee Stock Purchase Plan") and subscribes to purchase shares
of the Company's Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the
amount of ____% of my Compensation on each payday (from 1 to 15%)
during the Offering Period in accordance with the Employee Stock
Purchase Plan. (Please note that no fractional percentages are
permitted.)
3. I understand that said payroll deductions shall be accumulated for
the purchase of shares of Common Stock at the applicable Purchase
Price determined in accordance with the Employee Stock Purchase
Plan. I understand that if I do not withdraw from an Offering
Period, any accumulated payroll deductions will be used to
automatically exercise my option.
4. I have received a copy of the complete Employee Stock Purchase
Plan. I understand that my participation in the Employee Stock
Purchase Plan is in all respects subject to the terms of the Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan
should be issued in the name(s) of (Employee or Employee and
Spouse only): ______________________________.
6. I understand that if I dispose of any shares received by me
pursuant to the Plan within 2 years after the Enrollment Date (the
first day of the Offering Period during which I purchased such
shares) or one year after the Exercise Date, I will be treated for
federal income tax purposes as having received ordinary income at
the time of such disposition in an amount equal to the excess of
the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares. I
hereby agree to notify the Company in writing within 30 days after
the date of any disposition of my shares and I will make adequate
provision for Federal, state or other tax withholding obligations,
if any, which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make
available to the Company any tax deductions or benefits attribu-
table to sale or early disposition of Common Stock by me. If I
dispose of such shares at any time after the expiration of the 2-
year and 1-year holding periods, I understand that I will be
treated for federal income tax purposes as having received income
only at the time of such disposition, and that such income will be
taxed as ordinary income only to the extent of an amount equal to
the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price
which I paid for the shares, or (2) 15% of the fair market value
of the shares on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will
be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Employee Stock
Purchase Plan. The effectiveness of this Subscription Agreement
is dependent upon my eligibility to participate in the Employee
Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under
the Employee Stock Purchase Plan:
NAME: (Please print)______________________________________________
(First) (Middle) (Last)
Relationship
(Address)
Employee's Social
Security Number:
Employee's Address:
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:
Signature of Employee
Spouse's Signature (If
beneficiary other than spouse)
EXHIBIT B
3DFX INTERACTIVE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the 3Dfx
Interactive, Inc. 1997 Employee Stock Purchase Plan which began on
____________, ____ (the "Enrollment Date") hereby notifies the Company
that he or she hereby withdraws from the Offering Period. He or she
hereby directs the Company to pay to the undersigned as promptly as
practicable all the payroll deductions credited to his or her account
with respect to such Offering Period. The undersigned understands and
agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no
further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the
Company a new Subscription Agreement.
Name and Address of
Participant:
Signature:
Date:
Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
January 20, 2000
3Dfx Interactive, Inc.
4435 Fortran Drive
San Jose, California 95134
RE: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about
January 20, 2000 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, for an
aggregate of 200,000 shares of your Common Stock under the 1997 Employee
Stock Purchase Plan pursuant to an automatic annual increase. Such
shares of Common Stock are referred to herein as the "Shares", and such
plan and compensation agreements are referred to herein as the "Plan".
As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the Shares
pursuant to the Plan.
It is our opinion that, when issued and sold in the manner
described in the Plan and pursuant to the agreements which accompany
each grant under the Plan, the Shares will be legally and validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name
wherever appearing in the Registration Statement and any amendments
thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/S/ WILSON SONSINI GOODRICH & ROSATI
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 22, 1999
relating to the financial statements which appears in the 1998 Annual
Report on Form 10-K of 3Dfx Interactive, Inc. for the year ended
December 31, 1998, as amended by 3Dfx Interactive Inc.'s Annual Report
on Form 10-K/A. We also consent to the incorporation by reference of
our report dated January 22, 1999 relating to the financial statement
schedule, which appears in such Annual Report on Form 10-K, as amended
by the Annual Report on Form 10-K/A.
PricewaterhouseCoopers LLP
San Jose, California
January 19, 2000
