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:
Common Stock, par value $.0001 per share
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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 January 21, 1993 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" on pages
86-88 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:
1. Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form S-1 (File No. 33-57114) filed January 21, 1993).
2. Certificate of Amendment of Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3(i).2 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1995).
3. Certificate of Designation of Series A Participating Preferred Stock of
the Registrant (incorporated herein by reference to Exhibit 3(i).3 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).
4. Certificate of Amendment of Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3(i).4 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1998).
5. Certificate of Amendment of Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3(i).4 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1998).
6. Certificate of Amendment of Restated Certificate of Incorporation of the
Registrant.
7. Amended and Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(ii) of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997).
8. Specimen common stock certificate (incorporated herein by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form S-1 (File No.
33-57114) filed January 21, 1993).
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SIGNATURE
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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
1. Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 33-57114) filed January 21, 1993).
2. Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to Exhibit 3(i).2 of
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1995).
3. Certificate of Designation of Series A Participating Preferred Stock of
the Registrant (incorporated herein by reference to Exhibit 3(i).3 of
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997).
4. Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to Exhibit 3(i).4 of
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1998).
5. Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to Exhibit 3(i).4 of
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1998).
6. Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant.
7. Amended and Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(ii) of the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997).
8. Specimen common stock certificate (incorporated herein by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form S-1
(File No. 33-57114) filed January 21, 1993).
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<PAGE>
EXHIBIT 6.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
S3 INCORPORATED
S3 Incorporated, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "General
Corporation Law"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the corporation has duly adopted a
resolution proposing and declaring advisable an amendment to the Restated
Certificate of Incorporation pursuant to which Section A of Article IV thereof
is hereby amended to read in its entirety as follows:
"A. Number and Classes of Stock. This Corporation is authorized to
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issue two classes of stock, designated "Preferred Stock" and "Common
Stock," respectively. The total number of shares which this Corporation
shall have authority to issue is one hundred eighty million (180,000,000).
The number of shares of Common Stock authorized to be issued is one hundred
seventy-five million (175,000,000) with a par value of $0.0001. The number
of shares of Preferred Stock authorized to be issued is five million
(5,000,000) with a par value of $0.0001. The number of authorized shares of
Common Stock or Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the then outstanding shares of Common
Stock, without a vote of the holders of Preferred Stock, or of any series
thereof, unless a vote of any such Preferred Stock holders is required
pursuant to the provisions established by the Board of Directors of this
Corporation (the "Board of Directors") in the resolution or resolutions
providing for the issue of such Preferred Stock, and if such holders of
such Preferred Stock are so entitled to vote thereon, then, except as may
otherwise be set forth in this Restated Certificate of Incorporation, the
only stockholder approval required shall be the affirmative vote of a
majority of the combined voting power of the Common Stock and the Preferred
Stock so entitled to vote."
SECOND: Pursuant to a special meeting called and held upon notice in
accordance with Section 222 of the General Corporation Law, the stockholders
have voted in favor of said amendment in accordance with the provisions of
Section 242 of the General Corporation Law.
THIRD: The aforesaid amendment was duly adopted in accordance with Section
242 of the General Corporation Law.
IN WITNESS WHEREOF, the corporation has caused this Certificate of
Amendment to be executed by its duly authorized officer, this 24th day of
September, 1999.
S3 INCORPORATED
By: /S/ Kenneth F. Potashner
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Kenneth F. Potashner
President and Chief Executive Officer
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