<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1999.
Registration No. 333-____
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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2841 Mission College Boulevard
Santa Clara, California 95054
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(Address of Principal (Zip Code)
Executive Offices)
1989 STOCK PLAN OF S3 INCORPORATED
--------------------------------------------------
(Full title of the plan)
Copy to:
KENNETH F. POTASHNER JORGE A. DEL CALVO
President and Chief Executive Officer KAREN A. DEMPSEY
S3 Incorporated Pillsbury Madison & Sutro LLP
2841 Mission College Boulevard P.O. Box 7880
Santa Clara, California 95054 San Francisco, CA 94120
(408) 588-8000 (415) 983-1000
------------------------------ ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
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<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
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<S> <C> <C> <C> <C>
Common Stock 6,180,776 $8.0625 $49,832,506 $13,853.44
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Rights to purchase
Preferred Stock(3) ______ N/A N/A N/A
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Total Registration
Fee N/A N/A N/A $13,853.44
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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 February 3, 1999.
(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.
-----------------
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933, as
amended.
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</FN>
</TABLE>
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<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 18, 1998, File No. 333-48189, is
hereby incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant (File No. 0-21126) with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1998; and
(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).
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<PAGE>
SIGNATURES
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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 February 5,
1999.
S3 INCORPORATED
By /s/ Kenneth F. Potashner
-------------------------------------
Kenneth F. Potashner
President and
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth F. Potashner, 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>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Kenneth F. Potashner President and Chief Executive February 5, 1999
- ----------------------------------------------- ----------------
Kenneth F. Potashner (Principal Executive Officer) and
Chairman of the Board
/s/ Walter D. Amaral Senior Vice President and Chief February 5, 1999
- ----------------------------------------------- ----------------
Walter D. Amaral Financial Officer (Principal Financial
and Accounting Officer)
/s/ Terry N. Holdt Director and Vice Chairman of the February 5, 1999
- ---------------------------------------------- ----------------
Terry N. Holdt Board
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Ronald T. Yara Director February 5, 1999
- ---------------------------------------------- ----------------
Ronald T. Yara
/s/ John C. Colligan Director February 5, 1999
- ---------------------------------------------- ----------------
John C. Colligan
Director ___________, 1999
- ----------------------------------------------
Robert P. Lee
Director ___________, 1999
- ----------------------------------------------
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).
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<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
235 Montgomery Street
San Francisco, CA 94104
Tel: (415) 983-1000
February 5, 1999
S3 Incorporated
2841 Mission College Boulevard
Santa Clara, CA 95054
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
6,180,776 shares of the Company's Common Stock (the "Stock Plan Common Stock")
issuable pursuant to the Company's Amended and Restated 1989 Stock Plan (the
"Stock Plan"), it is our opinion that (i) when and if the Company's Restated
Certificate of Incorporation is duly amended to increase the authorized shares
of the Company's Common Stock from 70,000,000 to 120,000,000 and (ii) when and
if the Stock Plan Common Stock is issued and sold in accordance with the Stock
Plan, the Stock Plan Common Stock will be validly 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 of
S3 Incorporated on Form S-8 of our report dated January 23, 1998, appearing in
the Annual Report on Form 10-K of S3 Incorporated for the year ended December
31, 1997.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 4, 1999
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