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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. 1)(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)
April 10, 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 ITEM 2(d) or 2(e) / /
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Taiwan
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NUMBER OF 7) SOLE VOTING POWER 3,000,000 shares
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED
BY 8) SHARED VOTING POWER 13,198,000 shares
EACH
REPORTING --------------------------------------------------------------
PERSON
WITH 9) SOLE DISPOSITIVE POWER 3,000,000 shares
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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
16,198,000 shares
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4%
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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. 1 ("Amendment No. 1") 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") pursuant to the Agreement of Joint
Filing attached as Exhibit 2 to the Original Schedule 13D, and amends and
supplements the Original Schedule 13D. This Amendment No. 1 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 Original 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 April 10, 2000, VIA entered into an 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 $319.5 million to be paid over three years. The Agreement also
provides that VIA or its designee, on or before the closing, which is
tentatively scheduled for June 30, 2000, will acquire 3,000,000 shares of the
Issuer's Common Stock at $17.875 per share. The Agreement contains customary
closing conditions, including expiration of the Hart-Scott-Rodino ("HSR")
waiting period. At the closing, 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 acquired by VIA or its
designee. In addition, Mr. Wen-Chi Chen, the President and Chief Executive
Officer of VIA, will be elected to the Board of Directors of the Issuer, and the
Issuer has committed to nominate Mr. Chen, or a substitute designee by VIA, for
reelection to the Board of Directors at its annual meeting of stockholders in
2001. None of the aforesaid shares of Common Stock will be acquired until the
HSR waiting period expires or early termination of such period is granted by the
appropriate governmental authorities.
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 March 1, 2000
in the Issuer's Form 10-K as filed with the Securities and Exchange
Commission on March 30, 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 beneficially owns 3,000,000 shares of Common Stock and
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 17.4% of the Issuer's outstanding shares of Common
Stock. VIABASE directly owns 12,125,000 shares of Common Stock, representing
approximately 13.5% of the Issuer's outstanding shares of Common Stock.
Timtech directly owns 1,073,000 shares of Common Stock, representing
approximately 1.2% 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: April 28, 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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