<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1998.
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:
TERRY N. HOLDT 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 1,642,852 $7.58 $12,452,818.16 $3,673.58
- ----------------------------------------------------------------------------------------------------------------------------------
Rights to purchase
Preferred Stock(3) 1,642,852 N/A N/A N/A
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Total Registration
Fee N/A N/A N/A $3,673.58
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<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 16, 1998.
(3) Associated with the Common Stock are Rights to purchase Preferred
Stock that will not be exercisable or evidenced separately from the
Common Stock prior to the occurrence of certain events.
-----------------
</FN>
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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</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 Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on March 24, 1997, File No. 333-23819, 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/A for the fiscal year
ended December 31, 1996, filed on February 25, 1998 (File No. 0-21126), which
contains, among other things, the consolidated financial statements of
Registrant and certain supplementary data for the fiscal year ended December 31,
1996 together with the report thereon of Deloitte & Touche LLP, independent
auditors.
(2) The Registrant's Quarterly Reports on Form 10-Q/A for the quarters
ended March 31, 1997 and June 30, 1997, filed on February 25, 1998 (File No.
0-21126); the Registrant's Quarterly Report on Form 10-Q (File No. 0-21126) for
the quarter ended September 30, 1997 and the Registrant's Current Reports on
Form 8-K filed on May 20, 1997, November 4, 1997, November 7, 1997, December 22,
1997, January 2, 1998 and January 28, 1998 (File No. 0-21126).
(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.
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).
-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 16,
1998.
S3 INCORPORATED
By /s/ TERRY N. HOLDT
--------------------------------------
Terry N. Holdt
President and
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terry N. Holdt and Walter D. Amaral, and
each of them his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration 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, 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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
substitute or substitutes, may 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 dates indicated.
<TABLE>
Name Title Date
---- ----- ----
<CAPTION>
<S> <C> <C>
/s/ TERRY N. HOLDT President and Chief Executive Officer March 16, 1998
- ----------------------------------------------- (Principal Executive Officer) and
Terry N. Holdt Chairman of the Board
/s/ WALTER D. AMARAL Senior Vice President and Chief March 16, 1998
- ----------------------------------------------- Financial Officer (Principal Financial
Walter D. Amaral and Accounting Officer)
/s/ GARY J. JOHNSON Director and Vice Chairman of the March 16, 1998
- ----------------------------------------------- Board
Gary J. Johnson
-3-
<PAGE>
/s/ DIOSDADO P. BANATAO Director March 16, 1998
- -----------------------------------------------
Diosdado P. Banatao
/s/ RONALD T. YARA Director March 16, 1998
- -----------------------------------------------
Ronald T. Yara
/s/ JOHN C. COLLIGAN Director March 16, 1998
- -----------------------------------------------
John C. Colligan
/s/ ROBERT P. LEE Director March 16, 1998
- -----------------------------------------------
Robert P. Lee
/s/ CARMELO J. SANTORO Director March 16, 1998
- -----------------------------------------------
Carmelo J. Santoro
</TABLE>
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<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).
-5-
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
235 Montgomery Street
San Francisco, CA 94104
Tel: (415) 983-1000
March 16, 1998
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
1,642,852 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-01976
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<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 17, 1997 (January 23, 1998 as to Note 2)
appearing in the Annual Report on Form 10-K/A of S3 Incorporated for the year
ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Jose, California
March 13, 1998
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