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As Filed with the Securities and Exchange Commission on January ___, 1997.
REGISTRATION NO. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of Each Amount Proposed Proposed Amount Of
Class Of To Be Maximum Offering Maximum Registration Fee
Securities To Be Registered Price Per Share (1) Aggregate Offering
Registered Price (1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 3,548,705
value $.01 per share shares $5.375 $19,074,289.375 $5,780.09
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The average of the high and low
prices reported on The Nasdaq Stock Market was $5.375 on January 29,
1997.
STATEMENT UNDER GENERAL INSTRUCTION E
The contents of Registrant's Form S-8 Registration Statement (File No.
33-71620, File No. 33-80872, File No.34-84248 and File No. 33-96562) are
incorporated by reference into this Registration Statement.
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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-8 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 January 29, 1997.
THE 3DO COMPANY
By: /S/ HUGH C. MARTIN
Hugh C. Martin
President and Principal Accounting Officer
(Principal Financial Officer and Principal
Accounting Officer)
(Duly Authorized Officer)
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints William M. Hawkins, III, and James Alan
Cook, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto and documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do so or cause to be done by virtue hereof.
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 January 29, 1997.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------------- ------------------------------------------ -----------------------
<S> <C> <C>
/S/ WILLIAM M. HAWKINS, III Chairman of the Board of Directors January 29, 1997
- ------------------------------------ and Chief Executive Officer
William M. Hawkins, III (Principal Executive Officer)
/S/ HUGH C. MARTIN President, Director, and Principal January 29, 1997
- -------------------------------------------- Accounting Officer
Hugh C. Martin (Principal Financial Officer and
Principal Accounting Officer)
/S/ VINOD KHOSLA Director January 29, 1997
- ------------------------------------
Vinod Khosla
/S/ CHARLES S. PAUL Director January 29, 1997
- ------------------------------------
Charles S. Paul
</TABLE>
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EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
5.1* Opinion of Counsel as to the validity of the Shares.
23.1* Consent of Counsel (included in Exhibit 5.1 above).
23.2* Consent of KPMG Peat Marwick LLP.
23.3* Consent of KPMG Peat Marwick LLP.
24.1* Power of Attorney (included under the heading "Signatures,"
above).
- ----------
* FILED HEREWITH.
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Exhibit 5.1
January 29, 1997
The 3DO Company
600 Galveston Drive
Redwood City, CA 94063
Re: The 3DO Company Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 3,548,705 shares of the Company's common stock (the
"Shares"), to be issued pursuant to the Company's 1993 Incentive Stock Plan (the
"1993 Plan"). As the Company's counsel in connection with this transaction, I
have examined the proceedings taken and am familiar with the proceedings
proposed to be taken by the Company in connection with the issuance and sale of
the Shares pursuant to the 1993 Plan.
It is my opinion that, when issued and sold in the manner described in
the 1993 Plan and pursuant to the agreements which accompany each grant under
the 1993 Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
/S/ JAMES ALAN COOK
------------------------------
James Alan Cook
Executive Vice President
and General Counsel
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Exhibit 23.2
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,
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 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
KPMG Peat Marwick LLP
San Jose, California
January 27, 1997
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Exhibit 23.3
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
January 29, 1997
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