<PAGE> 1
As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. ___-_______
================================================================================
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 of Incorporation) (I.R.S. Employer Identification No.)
600 Galveston Drive
Redwood City, California 94063
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1995 DIRECTOR OPTION PLAN
(Full title of the plan)
James Alan Cook
Executive Vice President and General Counsel
The 3DO Company
600 Galveston Drive
Redwood City, California 94063
(650) 261-3000
(Name, address and telephone number of agent for service)
Copy to:
Neil J. Wolff
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Share(1) Price(1)
----------- ---------- -------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 400,000 shares $2.6564 $1,062,560 $314.00
</TABLE>
- ----------
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. Based on the average of the high and low prices of the
Common Stock on December 18, 1997 as reported on The Nasdaq Stock
Market.
STATEMENT UNDER GENERAL INSTRUCTION E
The contents of the Registrant's Form S-8 Registration Statements (File
No. 33-96560) are incorporated by reference into this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, California on this
December 19, 1997.
THE 3DO COMPANY
By: /S/ TERRENCE SCHMID
-------------------------------------
Terrence Schmid, Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
(Duly Authorized Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ WILLIAM M. HAWKINS, III Chairman of the Board of Directors December 19, 1997
- --------------------------- and Chief Executive Officer
(William M. Hawkins, III) (Principal Executive Officer)
/S/ TERRENCE SCHMID Chief Financial Officer December 19, 1997
- --------------------------- (Principal Financial Officer
(Terrence Schmid) and Principal Accounting Officer)
/S/ H. WILLIAM JESSE, JR Director December 19, 1997
- ---------------------------
(H. William Jesse, Jr.)
/S/ HUGH MARTIN Director December 19, 1997
- ---------------------------
(Hugh Martin)
/S/ WILLIAM HALL Director December 19, 1997
- ---------------------------
(William Hall)
</TABLE>
II-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT EXHIBIT NUMBERED
NUMBER PAGE
<S> <C>
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
24.1 Power of Attorney (included under the heading
"Signatures" above)
</TABLE>
II-2
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Exhibit 5.1
__________, 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 3DO
Company (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 400,000 shares of the Company's common
stock (the "Shares"), to be issued pursuant to the Company's 1995 Director
Option Plan (the "1995 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 1995 Plan.
It is my opinion that, when issued and sold in the manner described in the 1995
Plan and pursuant to the agreements which accompany each grant under the 1995
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, INDEPENDENT AUDITORS
The Board of Directors
The 3DO Company:
We consent to incorporation by reference in the registration statement on Form
S-8 relating to the 1995 Director Option Plan of The 3DO Company of our report
dated May 14, 1997, except as to Note Q, which is as of June 23, 1997, relating
to the consolidated balance sheets of The 3DO Company and subsidiaries as of
March 31, 1997 and 1996, 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, 1997, which report appears in the March 31, 1997, annual
report on Form 10-K of the 3DO Company.
KPMG Peat Marwick LLP
San Jose, California
December 12, 1997
