As filed with the Securities and Exchange Commission on November 13, 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)
1993 EMPLOYEE STOCK PURCHASE PLAN
__________________________________________________
(Full title of the plan)
Copy to:
GARY J. JOHNSON 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 600,000 $20.6875 $12,412,500.00 $3761.36
(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 November 11, 1996.
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
<PAGE> 2
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 Statement filed with the
Securities and Exchange Commission on June 28, 1993, File No. 33-82280, is
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 Reports on Form 10-Q (File No. 0-
21126) for the quarters ended March 31 and June 30, 1996; the Registrant's
Current Report on Form 8-K (File No. 0-21126), filed September 18, 1996.
(3) 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.
<PAGE> 3
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 November 11, 1996.
S3 INCORPORATED
By /S/ GARY J. JOHNSON
Gary J. Johnson
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 Registration State
ment, 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 Regis
tration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
/S/ GARY J. JOHNSON President, Chief November 11, 1996
Gary J. Johnson Executive Officer
(Principal Executive
Officer) and Director
/S/ GEORGE A. HERVEY Senior Vice President, November 11, 1996
George A. Hervey Finance and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/S/DIOSDADO P. BANATAO Chairman of the Board November 11, 1996
Diosdado P. Banatao
Vice Chairman of the
Terry N. Holdt Board
/S/ RONALD T. YARA Senior Vice President, November 11, 1996
Ronald T. Yara Strategic Marketing
and Director
/S/JOHN C. COLLIGAN Director November 6, 1996
John C. Colligan
/S/ROBERT P. LEE, Ph.D. Director November 11, 1996
Robert P. Lee, Ph.D.
Carmelo J. Santoro, Ph.D. Director
<PAGE> 4
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
November 12, 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, as amended, relating to 600,000
shares of the Company's Common Stock issuable pursuant to the
Company's 1993 Employee Stock Purchase 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 Regis
tration 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 relating to the 1993 Employee Stock Purchase Plan 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
November 12, 1996
