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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)(1)
S3 Incorporated
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(Name of Issuer)
COMMON STOCK, par value $0.0001
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(Title of Class of Securities)
784849101
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CUSIP Number
Wen-Chi Chen with a copy to:
VIA Technologies, Inc. Sarah A. O'Dowd
8F, No. 553 Chung-Cheng Road Heller Ehrman White & McAuliffe
Hsing-Tien, Taipei 525 University Avenue
Taiwan Palo Alto, California 94301
886-2-2218-5452 (650) 324-7000
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
August 28, 2000
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(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP NO. 784849101 13D Page 2 of 6 pages
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(1) NAMES OF REPORTING PERSONS VIA Technologies, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION Taiwan
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(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 13,198,000 shares
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
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(10) SHARED DISPOSITIVE POWER 13,198,000 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,198,000 shares
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3
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(14) TYPE OF REPORTING PERSON* CO
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CUSIP NO. 784849101 13D Page 3 of 6 pages
This Amendment No. 2 ("Amendment No. 2") is being filed by VIA
Technologies, Inc., a Taiwan corporation ("VIA"), on behalf of the Reporting
Persons identified in Item 2 of the Schedule 13D filed on February 24, 2000 by
VIA (the "Original Schedule 13D") as amended by Amendment No. 1 dated April
10, 2000 and filed on May 2, 2000 ("Amendment No. 1") (as so amended, the
"Schedule 13D"), pursuant to the Agreement of Joint Filing attached as Exhibit 2
to the Original Schedule 13D, and amends and supplements the Schedule 13D. This
Amendment No. 2 relates to shares of common stock, par value $0.0001 per share
("Common Stock") of S3 Incorporated, a Delaware corporation (the "Issuer").
Except as amended and supplemented hereby, the statements contained in the
Schedule 13D, as heretofore filed with the Securities and Exchange Commission,
are hereby reaffirmed and shall remain in effect.
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CUSIP NO. 784849101 13D Page 4 of 6 pages
Item 4. PURPOSE OF TRANSACTION.
The second and third paragraphs of Item 4 of the Original Schedule 13D
are hereby deleted and replaced in their entirety with the following:
On August 28, 2000, VIA entered into an Amended and Restated Investment
Agreement (the "Agreement") with the Issuer regarding the formation of a new
joint venture, which will acquire certain of the assets of the Issuer's graphics
chip business for approximately $208 million, payable in cash or 13,000,000
shares of Common Stock or a combination of cash and such shares. Via has
deposited 6,000,000 shares of Common Stock in escrow pending the closing. The
Agreement contains customary closing conditions, including expiration of the
Hart-Scott-Rodino ("HSR") waiting period. At the closing, the Issuer will issue
VIA a warrant to purchase up to 2,000,000 shares of Common Stock at an exercise
price of $10.00 per share, and the Amended and Restated Investor Rights
Agreement, dated as of February 18, 2000 attached as Exhibit 5 to the Original
Schedule 13D, will be amended to include the shares purchasable by VIA pursuant
to the Warrant.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is hereby amended and replaced in
its entirety with the following:
The number of shares of Common Stock issued and outstanding and the
percentage calculation resulting therefrom in this Schedule are based on the
number of shares of Common Stock reported as outstanding as of July 24, 2000 in
the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on
August 14, 2000. VIA, VIABASE, Timtech and Mr. Chen disclaim responsibility for
the accuracy of the number of shares of Common Stock issued and outstanding and
the resulting percentage calculations.
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CUSIP NO. 784849101 13D Page 5 of 6 pages
VIA indirectly and beneficially owns 13,198,000 shares of Common Stock
(including 12,125,000 shares owned by VIABASE and 1,073,000 shares owned by
Timtech), representing approximately 14.3% of the Issuer's outstanding shares of
Common Stock. VIABASE directly owns 12,125,000 shares of Common Stock,
representing approximately 13.2% of the Issuer's outstanding shares of Common
Stock. Timtech directly owns 1,073,000 shares of Common Stock, representing
approximately 1.1% of the Issuer's outstanding shares of Common Stock. Because
Mr. Chen is the sole shareholder, officer and director of Timtech, he is the
beneficial owner of Timtech's shares of Common Stock. VIA, Timtech and Mr. Chen
have shared voting and dispositive power with respect to 1,073,000 shares, and
VIA and VIABASE have shared voting and dispositive power with respect to
12,125,000 shares.
VIABASE disclaims any beneficial interest in the Common Stock owned by
Timtech. Timtech and Mr. Chen disclaim any beneficial interest in the Common
Stock owned by VIABASE or beneficially owned by VIA.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is hereby amended and replaced in
its entirety with the following:
See Item 4.
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Page 6 of 6 pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 1, 2000
VIA TECHNOLOGIES, INC.
By: /s/ Jonathan Chang
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Name: Jonathan Chang
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Title: Director -- Operations
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