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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MARCH 31, 1998
(Date of earliest event reported)
S3 INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-21126 77-0204341
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2801 MISSION COLLEGE BOULEVARD, SANTA CLARA, CA 95052-8058
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 588-8000
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Item 4. Changes in Registrant's Certifying Accountant.
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(a) On March 31, 1998, the Registrant informed Deloitte & Touche LLP
("Deloitte"), its current independent accountants, that effective immediately
they had been dismissed as the Registrant's principal independent accountants.
Neither Deloitte's Report dated January 17, 1997, January 23, 1998 as to
Note 2 (which expresses an unqualified opinion and includes an explanatory
paragraph relating to the restatement described in Note 2) on the Registrant's
financial statements for the year ended December 31, 1996 nor its Report dated
January 23, 1998 on the Registrant's financial statements for the year ended
December 31, 1997 contained an adverse opinion or a disclaimer of opinion, and
neither Report was qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to dismiss was recommended by the Audit Committee, and
approved by the Board of Directors, of the Company.
During the Registrant's fiscal years ended December 31, 1996 and 1997, and
through March 31, 1998, there have been no disagreements with Deloitte on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Deloitte's satisfaction,
would have caused them to make reference to the subject matter of such
disagreement in connection with their Report on the financial statements for
such years, except as follows: In connection with the audit of the Registrant's
financial statements for the year ended December 31, 1997, there was a
disagreement between Deloitte and the Registrant regarding the appropriate
period in which to recognize the gain on the sale of stock of an investee.
Deloitte believed that recognition of such gain should be deferred until the
period in which the exchange actually occurred (first quarter of 1998) while
the Registrant initially believed that recognition of such gain was appropriate
in the period the irrevocable contract was signed (fourth quarter of 1997).
Recognition of the gain was deferred as proposed by Deloitte. On January 21,
1998, Deloitte discussed this disagreement with the Audit Committee of the
Company. The Registrant has authorized Deloitte to respond fully to the
inquiries of the successor accountant concerning the subject matter of such
disagreement.
During the Registrant's fiscal years ended December 31, 1996 and 1997, and
through March 31, 1998, there have been no reportable events.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
16 Letter of Deloitte & Touche LLP regarding change in certifying
accountant.
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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 hereunto duly authorized.
Dated: April 7, 1998.
S3 INCORPORATED
By /s/ Walter D. Amaral
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Walter D. Amaral, Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
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16 Letter of Deloitte & Touche LLP regarding change in certifying accountant.
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EXHIBIT 16
[DELOITTE & TOUCHE LLP LETTERHEAD]
April 7, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: S3 Incorporated
Ladies and Gentlemen:
We have read the comments in Item 4 of Form 8-K of S3 Incorporated, dated
March 31, 1998 and are in agreement with the statements contained in paragraph
4(a) therein, except the third paragraph as to which we have no basis on which
to agree or disagree.
Very truly yours,
/s/ Deloitte & Touche LLP
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