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As filed with the Securities and Exchange Commission on May 23, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
S3 INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 77-0204341
______________________________ ______________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2770 San Tomas Expressway
Santa Clara, California 95051-0968
______________________________ ______________________________
(Address of Principal (Zip Code)
Executive Offices)
1989 STOCK PLAN OF S3 INCORPORATED
__________________________________________________
(Full title of the plan)
Copy to:
TERRY N. HOLDT JORGE A. DEL CALVO
President and Chief Executive Officer KAREN A. DEMPSEY
S3 Incorporated Pillsbury Madison & Sutro LLP
2770 San Tomas Expressway P.O. Box 7880
Santa Clara, California 95051-0968 San Francisco, CA 94120
(408) 980-5400 (415) 983-1000
______________________________ ______________________________
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(1) Fee
Common Stock 1,200,000 $14.9375 $17,925,000.00 $6,181.08
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices as reported on
the Nasdaq National Market on May 17, 1996.
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for
the purpose of increasing the number of securities of
the same class as other securities for which a
Registration Statement of the Registrant on Form S-8
relating to the same employee benefit plan is
effective.
The Registrant's Form S-8 Registration Statements
filed with the Securities and Exchange Commission on
April 7, 1993, August 1, 1994, February 13, 1995,
May 16, 1995, and April 18, 1996, File Nos. 33-60666,
33-82280, 33-89388, 33-92372, and 33-33726
respectively, are hereby incorporated by reference.
Incorporation of Documents by Reference
The following documents filed by Registrant with
the Securities and Exchange Commission are
incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K
(File No. 0-21126) for the fiscal year ended
December 31, 1995, which contains, among other things,
the consolidated financial statements of Registrant
and certain supplementary data for the fiscal year
ended December 31, 1995 together with the report
thereon of Deloitte & Touche LLP, independent
auditors.
(2) The Registrant's Quarterly Report on Form 10-
Q (File No. 0-21126) for the quarter ended March 31,
1996.
(2) The description of Registrant's common stock
contained in the Registrant's Registration Statement
on Form 8-A, filed on January 21, 1993.
In addition, all documents subsequently filed by
the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment
which indicates that all securities offered 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
a part hereof from the date of filing of such
documents.
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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 Santa Clara, State of California, on
May 20, 1996.
S3 INCORPORATED
By /S/ TERRY N. HOLDT
Terry N. Holdt
President and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Terry N. Holdt and George A. Hervey, and each of them,
his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments,
including post-effective amendments, to this Registra
tion Statement, and to file the same, with exhibits
thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or
his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and
on the date indicated:
Signature Title Date
/S/ TERRY N. HOLDT President, Chief Executive Officer May 20, 1996
Terry N. Holdt (Principal Executive Officer) and
Director
/S/ GEORGE A. HERVEY Vice President, Finance and Chief May 20, 1996
George A. Hervey Financial Officer (Principal
Financial Officer and Principal
Accounting Officer
/S/DIOSDADO P. BANATAO Chairman of the Board of Directors May 20, 1996
Diosdado P. Banatao
/S/ RONALD T. YARA Senior Vice President, Strategic May 20, 1996
Ronald T. Yara Marketing and Director
/S/CARMELO J. SANTORO Director May 20, 1996
Carmelo
J. Santoro, Ph.D.
/S/JOHN C. COLLIGAN Director May 20, 1996
John C. Colligan
/S/ROBERT P. LEE, Ph.D. Director May 20, 1996
Robert P. Lee, Ph.D.
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
5.1 Opinion regarding legality of securities to be offered.
23.1 Independent Auditors' Consent.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see p. 3).
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
235 Montgomery Street
San Francisco, CA 94104
Tel: (415) 983-1000
May 22, 1996
S3 Incorporated
2770 San Tomas Expressway
Santa Clara, CA 95051
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on
Form S-8 to be filed by S3 Incorporated, a Delaware
corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, relating
to 1,200,000 shares of the Company's Common Stock issuable
pursuant to the Company's Amended and Restated 1989 Stock Plan
(the "Stock Plan"), it is our opinion that such shares of the
Common Stock of the Company, when issued and sold in accordance
with the Stock Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of S3 Incorporated on Form
S-8 of our reports dated January 17, 1996, appearing in the
Annual Report on Form 10-K of S3 Incorporated for the
year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Jose, California
May 21, 1996
