<PAGE> 1
As Filed with the Securities and Exchange Commission on March ___, 1997.
REGISTRATION NO. 333-11119
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
THE 3DO COMPANY
(Exact name of Registrant as specified in its charter)
--------------------
DELAWARE 94-3177293
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
600 GALVESTON DRIVE
REDWOOD CITY, CA 94063
(415) 261-3000
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
--------------------
JAMES ALAN COOK
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
THE 3DO COMPANY
600 GALVESTON DRIVE
REDWOOD CITY, CA 94063
(415) 261-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copy to:
NEIL J. WOLFF
WILSON, SONSINI, GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
<PAGE> 2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, please check
the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
This Post-Effective Amendment amends the Prospectus contained in Part I
of the Registration Statement.
<PAGE> 3
PROSPECTUS
495,611 SHARES
THE 3DO COMPANY
COMMON STOCK
This Prospectus relates to an aggregate of 495,611 shares (the
"Shares") of common stock, par value $.01 per share ("Common Stock"), of The 3DO
Company, a Delaware corporation (the "Company"), which may be offered (the
"Offering") for sale by persons (the "Selling Stockholders") who have acquired
such shares in certain acquisitions of businesses by the Company not involving a
public offering. The Shares are being registered under the Securities Act of
1933, as amended (the "Securities Act"), on behalf of the Selling Stockholders,
in order to permit the public sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing at the time of sale or at prices otherwise negotiated. The Company
has agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act. The Company will receive no
portion of the proceeds from the sale of the Shares offered hereby and will bear
certain expenses incident to their registration. See "Selling Stockholders" and
"Plan of Distribution."
-----------------------------------------------------
The Common Stock is traded on The Nasdaq Stock Market -- National
Market ("Nasdaq") under the symbol "THDO." On February 26, 1997, the last
reported sales price for the Common Stock as reported by Nasdaq was $4.13 per
share.
-----------------------------------------------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" LOCATED ON PAGE 4 OF THIS PROSPECTUS.
-----------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------------------------
The effective date of this Prospectus is March ___, 1997.
1
<PAGE> 4
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy and
information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's regional offices located at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, New York, New
York 10048. Copies of such material can also be obtained from the Commission at
prescribed rates through its Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The SEC also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
The Common Stock is traded on Nasdaq. Information filed by the Company with
Nasdaq may be inspected at the offices of Nasdaq at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
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<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996; (ii) the Company's Proxy Statement filed July
29, 1996 relating to the 1996 Annual Meeting of Stockholders to be held on
September 20, 1996; and (iii) all other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since March 31, 1996, specifically including the
Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document or information
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document that also is,
or is deemed to be, incorporated herein by reference, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO THE LEGAL DEPARTMENT, THE 3DO COMPANY, 600 GALVESTON DRIVE, REDWOOD
CITY, CALIFORNIA 94063, TELEPHONE: (415) 261-3000, FAX: (415) 261-3151.
3
<PAGE> 6
THE COMPANY
The 3DO Company ("3DO" or the "Company") designs, integrates, licenses
and sells interactive technologies and applications software products. The
Company is focused on creating technologies and entertainment products for the
advanced 64-bit market and is engaged in the development of software titles for
multiple hardware platforms including the IBM-compatible PC CD-ROM platform (the
"PC"), the 64-bit M2 platform being developed by Matsushita, and the Internet.
The Company was incorporated as SMSG, Inc., under the laws of California, in
September 1991, commenced operations in October 1991, and changed its name to
The 3DO Company in September 1992. The Company is a successor to a California
general partnership named Medio, which was formed in October 1990 and dissolved
in September 1991. In April 1993, the Company reorganized as a Delaware holding
company. In April 1993, the Company acquired a California partnership named NTG,
L.P., and one of its partners, NTG, Inc., in exchange for 3DO common stock and
cash. The Company's common stock became publicly traded on the Nasdaq National
Market in May 1993 under the symbol "THDO." The Company has a subsidiary in the
United Kingdom. The Company acquired the business of Cyclone Studios in November
1995; Archetype Interactive Corporation in May 1996; and New World Computing,
Inc. in June 1996. References to "3DO" or the "Company" mean The 3DO Company, a
Delaware corporation, and its subsidiaries and predecessor entities. The
Company's executive offices are located at 600 Galveston Drive, Redwood City, CA
94063, and its telephone number is (415) 261-3000.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference into this
Prospectus contain "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include
the impact of the Company's contribution of its hardware business to a joint
venture with Samsung, the extent to which the Company will receive and/or
recognize revenue from the M2 Licensing Agreement with Matsushita, the extent to
which the Company will receive and/or recognize revenue from its Joint
Development and License Agreement (the "Cirrus Agreement") with Cirrus Logic,
Inc. ("Cirrus"), which will depend on whether or not the Company prevails in the
current litigation regarding the Cirrus Agreement or receive the additional $4.5
million that it believes Cirrus owes under such agreement, the Company's ability
to develop software products for new platforms and the timeliness and cost of,
and market demand for, such products created as part of its software development
activities, the effect of competitive factors in the marketplace, including the
market acceptance of certain formats and the timing and release of competitors'
products, competition in the Company's existing and potential future lines of
business, the ability to integrate and successfully operate acquired businesses
and the risks associated with such businesses, and other factors referenced in
this Prospectus. Forward-looking statements which may be incorporated in this
Prospectus by reference shall be deemed to be identified hereat. See "Risk
Factors."
RISK FACTORS
AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE
RISK FACTORS DESCRIBED AS FACTORS AFFECTING FUTURE PERFORMANCE IN THE COMPANY'S
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1996, FILED
WITH THE COMMISSION ON FEBRUARY 14, 1997.
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<PAGE> 7
USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the
accounts of the Selling Stockholders. The Company will not receive any proceeds
from the sale of the Shares but will pay all expenses related to the
registration of the Shares. See "Plan of Distribution."
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the aggregate number of shares of Common Stock beneficially owned by each
Selling Stockholder as of February 20, 1997 and the aggregate number of shares
of Common Stock registered hereby that each Selling Stockholder may offer and
sell pursuant to this Prospectus. All of the 495,611 Shares offered are issued
and outstanding as of the date of this Prospectus. Because the Selling
Stockholders may sell all or a portion of the Shares at any time and from time
to time after the date hereof, no estimate can be made of the number of shares
of Common Stock that each Selling Stockholder may retain upon completion of the
Offering. To the knowledge of the Company, none of the Selling Stockholders has
any material relationship with the Company except as set forth in the footnotes
to the following table.
<TABLE>
<CAPTION>
Shares Beneficially Owned Prior To Shares To Be Offered For The
Selling Stockholder The Offering Selling Stockholder
<S> <C> <C>
Mark Barnard 4,915 4,915
Philip Bronson 7,373 7,373
Ethan Canin 3,730 0
David Dove 11,059 11,059
Mary Constance Gelb 14,746 14,746
John Hanke (1) 28,278 28,278
George Harris 1,865 0
Andrew Kirmse (1) 55,297 45,297
Christopher Kirmse (1) 55,297 45,297
Gordon Kruberg 1,843 1,843
Rainer Munz 11,059 11,059
New World Computing, Inc. 882,953 0
PacRim Access Group, Inc. 61,441 0
PacRim Access Group, Inc. 18,432 0
Mario M. Rosati 1,475 1,475
David J. Sellers 3,686 3,686
Michael J. Sellers 147,458 87,458
Stephen D. Sellers (1) 147,457 138,932
David Smiley 1,475 1,475
Paul Spradlin 1,843 1,843
Jon Van Caneghem (2) 135,000 86,800
W. S. Investment Co. 95B (3) 13,271 0
------------------------------------ -------------------------------
TOTAL 1,609,953 491,536
==================================== ===============================
</TABLE>
(1) This Selling Stockholder served as an officer of Archetype Interactive prior
to the Company's acquisition of Archetype on May 31, 1996 and currently serves
as an employee of the Company.
(2) Mr. Van Caneghem served as an officer of New World Computing, Inc., prior to
the Company's acquisition of the assets of New World Computing, Inc., and
currently serves as an officer of the Company.
5
<PAGE> 8
(3) W. S. Investment Co. 95B distributed these shares to the following limited
partners and in the following amounts for resale by such entities as Selling
Stockholders:
<TABLE>
<CAPTION>
Shares Beneficially Owned Prior To Shares To Be Offered For The
Selling Stockholder The Offering Selling Stockholder
- ------------------- ------------ -------------------
<S> <C> <C>
Sonsini, Larry W. 714 0
Bremond, Harry B. 107 0
Goodrich, John B. 258 258
Rosati, Mario M. 342 342
Bertelsen, Mark A. 262 0
Schneiderman, Arthur F. 192 0
Saper, Jeffrey D. 289 289
Laurice, Douglas M. 70 0
Compton, Charles T.C. 134 134
Jack, Robert B. 134 0
Massey, Henry 266 0
O'Brien, Bradford C. 143 0
Stewart, Blair W. 79 0
Ladra, Michael A. 164 0
O'Brien, Judith M. 149 0
Vanyo, Bruce G. 342 0
Currie, Francis S. 245 0
Taylor, Barry E. 280 0
Schatz, Steven M. 280 0
Bradley, Donald E. 181 181
Collom, Douglas H. 143 143
DiBoise, James A. 224 0
Latta, Robert P. 224 0
McGlynn, J. Casey 262 0
Kurpius, James A. 62 0
Laboskey, Peter 102 0
Walker, Ann Yvonne 111 111
Feldman, Robert P. 196 0
Summers, Debra S. 139 0
Austin, Alan K. 280 0
Amantea, Denise M. 104 0
Bochner, Steven E. 205 0
Johnson, Terry T. 181 0
Morgan, Allen L. 160 0
Roth, Ronald M. 117 0
Braham, Tor R. 196 0
Clarkson, Robert T. 166 166
DeFilipps, Thomas C. 119 119
Feldman, Boris 209 0
Haviland, Dana D. 111 111
Parnes, Mark G. 111 0
Plant, Harry K. 134 0
Roos, John V. 168 0
Humphreys, Ivan H. 134 0
Sterling, Marcia Kemp (T) 119 0
Steuer, David 164 0
Char, Richard J. 134 0
Chen, Peter P. 107 0
Creighton, Susan Abouchar 134 134
Danaher, Michael J. 89 0
Fore, John A. 130 130
Kopel, Jared L. 107 0
</TABLE>
6
<PAGE> 9
<TABLE>
<S> <C> <C>
Sparks, Timothy J. 134 0
Reback, Gary L. 268 0
Fockler, Herbert P. 100 0
Locker, Nina F. 107 107
Scott, Timothy T. 111 0
Durant, Steve C. 98 98
Petkanics, Donna M. 89 89
Segre, David J. 89 0
Siegel, Kenneth M. 89 0
Wolff, Neil J. 89 89
Zeprun, Howard S. 89 89
Barclay, Michael 117 117
O'Donnell, Michael J. 134 0
Schloss, Harvey 62 0
Clark, Kenneth 94 0
Alter, Aaron J. 79 79
Birn, Jerome F. Jr. 79 0
Degolia, Richard C. 81 0
Flint, Elizabeth R. 79 0
Mailliard, Page 79 79
Smilan, Laurie B. 79 79
Barry, Henry V. 139 0
Arrieta, Aileen 70 0
Axelrad, Jonathan 70 0
Berger, David 70 0
Berson, Steven 70 70
Bonham, Mark 70 70
Bridges, Andrew 70 70
Mitchell, Christopher 70 70
Sheridan, Jack 70 0
Shulman, Ron 149 149
Strawbridge, James 70 70
Wilson, Kenneth 70 70
Associate Trust (a) 664 0
------------------------------------ -----------------------------------
TOTAL 13,271 3,513
==================================== ===================================
</TABLE>
(a) Associate Trust of W. S. Investment Co. 95B distributed these shares to the
following limited partners and in the following amounts for resale by such
entities as Selling Stockholders:
<TABLE>
<CAPTION>
Shares Beneficially Owned Prior To Shares To Be Offered For The
Selling Stockholder The Offering Selling Stockholder
- ------------------- ------------ -------------------
<S> <C> <C>
Bell, Suzanne 21 21
Brownell, Robert 21 0
Cervantes, Marta 21 21
Priest, Gregory 21 0
Caroll, Megan J. 20 20
Fennell, Chris F. 20 20
Husick, Gail Clayton 20 20
Jacobs, James L. 20 20
Klein, Thomas C. 20 0
Mesel, Noah D. 20 20
Rabson, Michael 20 20
Saunders, Elizabeth M. 20 20
Schultheis, Patrick J. 20 20
Stern, Roger 20 20
Winawer, Lloyd 20 20
</TABLE>
7
<PAGE> 10
<TABLE>
<S> <C> <C>
Cassidy, Bernard J. 20 20
Eggleton, Keith E. 20 20
Fabela, Robert R. 20 20
Good, Sarah A. 20 20
Harrington, Sara 20 20
Hetherington, Michael 20 20
Herbst, Jeffrey A. 20 0
Horii, Dwayne M. 20 20
Jackson, Meredith S. 20 20
Kirkman, Catherine S. 20 20
Krohn, Douglas K. 20 20
Lambert, Joan E. 20 20
Larson, David L. 20 20
Priebe, David 20 20
Skaer, Susan J. 20 0
Suffoletta, J. Robert 20 20
Theodorakis, D. John 20 20
Wadsworth, Clyde J. 20 20
------------------------------------ ------------------------------
TOTAL 664 562
==================================== ==============================
</TABLE>
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be offered and sold from
time to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to their
respective sales of the shares.
The Selling Stockholders may sell or distribute some or all of the
Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, in transactions (which may involve
block transactions) on Nasdaq, privately negotiated transactions or in the
over-the-counter market, or in a combination of such transactions. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by the Selling Stockholders in
connection with such sales.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other Selling Stockholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
The Company has filed a Registration Statement in which this Prospectus
is included for the purposes of permitting the Selling Stockholders to make
resales of the Shares. Such resales may commence at the time such Registration
Statement is declared effective by the Commission and continue for as long as
such Registration Statement remains in effect. However, the Selling Stockholders
must notify the Company in writing of its intent to sell any Shares at least 3
full business days prior to such sale. At any time within such 3 business day
period, the Company
8
<PAGE> 11
may refuse to permit a Selling Stockholder to resell any Shares pursuant to the
Registration Statement; provided that the Company delivers a certificate in
writing to the Selling Stockholders that a delay in such sale is necessary. In
no event shall such delay exceed 20 trading days; provided, however, that prior
to the expiration of the 20 day trading period, the Company may refuse to permit
the Selling Stockholders to resell the Shares pursuant to the Registration
Statement for any additional period not to exceed 20 trading days if the Company
delivers a certificate in writing to the Selling Stockholders that further delay
in such sale is necessary. New World Computing, Inc. and Jon Van Caneghem may
not, without the prior written consent of the Company, sell more than an
aggregate of 50,000 shares during any single trading day during the first 90
days following the effective date of the registration statement.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by James
Alan Cook, Executive Vice President and General Counsel for the Company. Mr.
Cook beneficially owned 120,163 shares of Common Stock as of February 26, 1997.
EXPERTS
The consolidated financial statements of The 3DO Company as of March
31, 1996 and 1995, and for each of the years in the three-year period ended
March 31, 1996, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
financial statements of New World Computing, Inc. as of December 31, 1995, and
for the year then ended, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
9
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Redwood City, State of
California, on February 28, 1997.
THE 3DO COMPANY
By: /S/ HUGH MARTIN
---------------------------------
Hugh Martin
President
(Principal Financial Officer
and Principal Accounting Officer)
(Duly Authorized Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on February 28, 1997.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------------- ------------------------------------------ -----------------------
<S> <C> <C>
/S/ WILLIAM M. HAWKINS, III* Chairman of the Board of Directors February 28, 1997
- ------------------------------------ and Chief Executive Officer
William M. Hawkins, III (Principal Executive Officer)
/S/ HUGH MARTIN* President and Director February 28, 1997
- ------------------------------------ (Principal Financial Officer and
Hugh Martin Principal Accounting Officer)
/S/ VINOD KHOSLA* Director February 28, 1997
- ------------------------------------
Vinod Khosla
/S/ CHARLES S. PAUL* Director February 28, 1997
- ------------------------------------
Charles S. Paul
*By: /S/ JAMES ALAN COOK February 28, 1997
--------------------------------
James Alan Cook
Attorney-in-Fact
</TABLE>
10
<PAGE> 13
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of KPMG Peat Marwick LLP.
- -----------------
* FILED HEREWITH.
11
<PAGE> 1
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
The 3DO Company:
We consent to incorporation by reference herein of our report dated May 9,
1996, except as to Note S, which is as of May 30, 1996, relating to the
consolidated balance sheets of The 3DO Company and subsidiaries as of March 31,
1996 and 1995, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for each of the years in the
three-year period ended March 31, 1996, which report appears in the March 31,
1996, annual report on Form 10-K of The 3DO Company. We also consent to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
San Jose, California
February 26, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
New World Computing, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of the 3DO Company of our report dated April 12, 1996, relating to the
balance sheet of New World Computing, Inc. as of December 31, 1995, and the
related statements of operations and retained earnings, and cash flows for the
year then ended, which report appears in the Form 8-K/A, Amendment No. 1, of
the 3DO Company dated August 22, 1996.
KPMG Peat Marwick LLP
San Diego, California
February 26, 1997
