SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 18, 1996
(Date of earliest event reported)
S3 INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-21126 77-0204341
(Commission File (IRS Employer
Number) Identification No.)
2770 San Tomas Expressway, Santa Clara, CA 95051-0981
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 980-5400
Item 5. Other Events.
On September 18, 1996, the Registrant issued the press release attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
S3 INCORPORATED
(Registrant)
/s/George A. Hervey
GEORGE A. HERVEY
Senior Vice President of Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: September 21, 1996
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release
EXHIBIT 99.1
FOR MORE INFORMATION:
George Hervey Sandy O'Halloran
Sr. Vice President, Finance/CFO Investor Relations
(408) 980-5400 (408) 980-5401 X3599
email: [email protected]
S3 WEBSITE LOCATION: http:\\www.S3.com
FOR IMMEDIATE RELEASE
S3 ANNOUNCES SALE OF $103.5 MILLION OF CONVERTIBLE
SUBORDINATED NOTES
SANTA CLARA, CALIF. - September 18, 1996 - S3 Incorporated
(Nasdaq:SIII) announced today that it sold in a private placement $90,000,000
aggregate principal amount of 5-3/4% Convertible Subordinated Notes due 2003.
The initial purchasers have informed the Company that they have exercised in
full an option to purchase an additional $13,500,000 aggregate principal amount
of Notes to cover over-allotments. The closing of the sale of the additional
Notes is expected to occur on Friday,September 20.
The Notes are not callable for three years and will be convertible into
S3 Common Stock at an initial conversion price of $19.22 per share.
The net proceeds of the private placement are expected to be used to
fund the final installment of the Company's investment in its foundry joint
venture with United Microelectronics Corporation and Alliance Semiconductor
Corporation and for working capital and other general corporate purposes.
The Notes and the Common Stock issuable upon conversion thereof have not
been registered under the United States Securities Act of 1933 and may not be
offered or sold in the United States
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absent registration or an applicable exemption from registration
requirements. The issuance of the Notes has been structured to allow
secondary market trading under Rule 144A under the Securities Act of 1933.
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