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As filed with the Securities and Exchange Commission on November 15, 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)
Incentive Compensation Plan for Floreat Employees
__________________________________________________
(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,
$.0001 par value 99,071 shares $20.6875 $2,049,531.31 $621.07
(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.
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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 Statement filed with
the Securities and Exchange Commission on August 17, 1995, File
No. 33-9630, 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, June 30 and
September 30, 1996; the Registrant's Current Report on Form 8-K
(File No. 0-21126), filed on 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.
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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 autho
rized, 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 Gary J. Johnson
and George A. Hervey, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of sub
stitution 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 Regis
tration 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/ 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
Terry N. Holdt Vice Chairman of the
Board
/S/ RONALD T. YARA Senior Vice President, November 11, 1996
Ronald T. Yara Strategic Marketing
and Secretary 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, Director
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
November 13, 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 99,071 shares of the Company's Common Stock issuable
pursuant to the Company's Incentive Compensation Plan for Floreat Employees
(the "Incentive Plan"), it is our opinion that such shares of the Common
Stock of the Company, when issued and sold in accordance with the Incentive
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 relating to the Incentive Compensation Plan for
Floreat Employees 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
