<PAGE>
As filed with the Securities and Exchange Commission on March 24, 1997.
Registration No. 333-_____
- --------------------------------------------------------------------------------
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.)
2801 Mission College Boulevard
Santa Clara, California 95052
------------------------------ ------------------------------
(Address of Principal (Zip Code)
Executive Offices)
1989 STOCK PLAN OF S3 INCORPORATED
--------------------------------------------------
(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
2801 Mission College Boulevard P.O. Box 7880
Santa Clara, California 95052 San Francisco, CA 94120
(408) 980-5400 (415) 983-1000
------------------------------ ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 $13.3125 $19,968,750 $6,051.14
- --------------------------------------------------------------------------------
<FN>
(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 March 20, 1997.
-----------------
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
- --------------------------------------------------------------------------------
</FN>
</TABLE>
<PAGE>
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 April 7, 1993, August 1, 1994, February 13, 1995, May
16, 1995, April 18, 1996, May 23, 1996, and February 11, 1997, File Nos.
33-60666, 33-82280, 33-89388, 33-92372, 33-33726, 333-04439, and 333-21573
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 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 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.
-2-
<PAGE>
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 March 21, 1997.
S3 INCORPORATED
By /s/ GARY J. JOHNSON
------------------------------------
Gary J. Johnson
President and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ GARY J. JOHNSON President and Chief Executive Officer March 21, 1997
- ------------------------------------ (Principal Executive Officer) and
Gary J. Johnson Director
DALE R. LINDLY* Acting Chief Financial Officer March 21, 1997
- ------------------------------------ (Principal Financial and
Dale R. Lindly Accounting Officer)
DIOSDADO P. BANATAO* Chairman of the Board March 21, 1997
- ------------------------------------
Diosdado P. Banatao
TERRY N. HOLDT* Vice Chairman of the Board March 21, 1997
- ------------------------------------
Terry N. Holdt
RONALD T. YARA* Director March 21, 1997
- ------------------------------------
Ronald T. Yara
-3-
<PAGE>
Name Title Date
---- ----- ----
JOHN C. COLLIGAN* Director March 21, 1997
- ------------------------------------
John C. Colligan
ROBERT P. LEE* Director March 21, 1997
- ------------------------------------
Robert P. Lee
CARMELO J. SANTORO* Director March 21, 1997
- ------------------------------------
Carmelo J. Santoro
*By /s/ GARY J. JOHNSON
--------------------------------
Gary J. Johnson
Attorney-in-Fact
</TABLE>
-4-
<PAGE>
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 to 24.7 Powers of Attorney for directors and certain officers of S3
Incorporated, authorizing the signing of the registration
statement on Form S-8 on their behalf.
-5-
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
235 Montgomery Street
San Francisco, CA 94104
Tel: (415) 983-1000
March 21, 1997
S3 Incorporated
2801 Mission College Boulevard
Santa Clara, CA 95052
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
1,500,000 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
[E-01788]
<PAGE>
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
March 21, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, S3 Incorporated, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments); and
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints GARY J.
JOHNSON his attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, 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, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do and cause to be done in virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day
of March, 1997.
/s/ DALE R. LINDLY
---------------------------
Dale R. Lindly
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, S3 Incorporated, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments); and
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints GARY J.
JOHNSON, GEORGE A. HERVEY, and MERLE McCLENDON, or any of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, 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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do and cause to be done in virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of November, 1996.
/s/ DIOSDADO P. BANATAO
-----------------------------
Diosdado P. Banatao
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, S3 Incorporated, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments); and
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints GARY J.
JOHNSON, GEORGE A. HERVEY, and MERLE McCLENDON, or any of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, 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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do and cause to be done in virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of November, 1996.
/s/ TERRY N. HOLDT
--------------------------
Terry N. Holdt
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, S3 Incorporated, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments); and
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints GARY J.
JOHNSON, GEORGE A. HERVEY, and MERLE McCLENDON, or any of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, 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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do and cause to be done in virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of November, 1996.
/s/ RONALD T. YARA
----------------------------
Ronald T. Yara
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, S3 Incorporated, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments); and
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints GARY J.
JOHNSON, GEORGE A. HERVEY, and MERLE McCLENDON, or any of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, 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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do and cause to be done in virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of November, 1996.
/s/ JOHN C. COLLIGAN
-----------------------------
John C. Colligan
<PAGE>
EXHIBIT 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, S3 Incorporated, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments); and
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints GARY J.
JOHNSON, GEORGE A. HERVEY, and MERLE McCLENDON, or any of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, 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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do and cause to be done in virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of November, 1996.
/s/ ROBERT P. LEE
---------------------------
Robert P. Lee
<PAGE>
EXHIBIT 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, S3 Incorporated, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments); and
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints GARY J.
JOHNSON, GEORGE A. HERVEY, and MERLE McCLENDON, or any of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, 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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do and cause to be done in virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of November, 1996.
/s/ CARMELO J. SANTORO
---------------------------
Carmelo J. Santoro
