As filed with the Securities and Exchange Commission on September 28, 1999.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
None None
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: _________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Participating Preferred Stock Purchase Rights
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(Title of class)
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The Registration Statement on Form 8-A (the "Registration Statement") filed
by S3 Incorporated (the "Registrant") on May 20, 1997 is hereby amended by
deleting in their entirety Items 1 and 2 of the Registration Statement and
replacing such items with the following:
Item 1. Decription of Registrant's Securities to be Registered.
The information required by Item 1 is incorporated by reference to the
information appearing under the caption "Description of Capital Stock -
Stockholder Rights Plan" on pages 88-91 of the Joint Proxy Statement/Prospectus,
dated August 16, 1999 that forms a part of the Registrant's Registration
Statement on Form S-4 filed August 16, 1999 (File No. 333-85323).
Item 2. Exhibits.
The following exhibits are filed as a part of this registration statement:
4.1 Rights Agreement dated as of May 14, 1997 between the Registrant and
The First National Bank of Boston, as Rights Agent (incorporated herein by
reference to Exhibit 4.4 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant 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 September 28, 1999.
S3 INCORPORATED
/S/ WALTER D. AMARAL
By
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Walter D. Amaral
Senior Vice President and
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
4.1 Rights Agreement dated as of May 14, 1997 between the Registrant and
The First National Bank of Boston, as Rights Agent (incorporated herein
by reference to Exhibit 4.4 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997).
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