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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE 3DO COMPANY
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 94-3177293
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) Number)
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600 GALVESTON DRIVE
REDWOOD CITY, CA 94063
(650) 261-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JAMES A. COOK
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
600 GALVESTON DRIVE
REDWOOD CITY, CA 94063
(650) 261-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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NEIL WOLFF JOHN P. BARTHOLOMAY JEFFREY S. MARCUS
YOICHIRO TAKU 600 GALVESTON DRIVE S. DAVID GOLDENBERG
BENJAMIN CHUN REDWOOD CITY, CALIFORNIA 94063 MORRISON & FOERSTER LLP
WILSON SONSINI GOODRICH & ROSATI (650) 261-3000 1290 AVENUE OF THE AMERICAS
PROFESSIONAL CORPORATION NEW YORK, NEW YORK 10104
650 PAGE MILL ROAD (212) 468-8000
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. /X/ 333-80309
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. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PRICE PER SHARE(3) OFFERING PRICE(3) FEE(4)
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Common Stock, $0.01 par value............... 2,185,000 $ 5.4375 $ 11,880,938 $ 3,303
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(1) Includes 285,000 shares that the underwriters have the option to purchase to
cover over-allotments.
(2) Does not include 6,900,000 shares of Common Stock previously registered for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by The 3DO Company (the "Company") with the Securities and Exchange
Commission (the "Commission") hereby incorporates by reference the contents of
the Registration Statement on Form S-3 (File No. 333-80309), as amended (the
"Prior Registration Statement") relating to the offering of up to 6,900,000
shares of Common Stock of the Company filed on June 9, 1999.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $3,303.00 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on July 23, 1999); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on July 23, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Redwood City,
California, on the 22nd day of July, 1999.
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THE 3DO COMPANY
By: /s/ JOHN W. ADAMS
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John W. Adams
CHIEF FINANCIAL OFFICER
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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:
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SIGNATURE TITLE DATE
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Chief Executive Officer
* and
- ------------------------------ Chairman of the Board July 22, 1999
William M. Hawkins III (Principal Executive
Officer)
/s/ JOHN W. ADAMS Chief Financial Officer
- ------------------------------ (Principal Financial July 22, 1999
John W. Adams Officer)
*
- ------------------------------ Director July 22, 1999
William A. Hall
*
- ------------------------------ Director July 22, 1999
H. William Jesse, Jr.
*
- ------------------------------ Director July 22, 1999
Hugh C. Martin
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*By: /s/ JOHN W. ADAMS
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John W. Adams
(ATTORNEY-IN-FACT)
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EXHIBIT INDEX
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EXHIBIT
NUMBER
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5.1 Opinion of James A. Cook, General Counsel with respect to the Common Stock being registered.
23.1 Consent of Independent Auditors
23.2 Consent of James A. Cook, Executive Vice President, General Counsel and Secretary (see exhibit
5.1)
23.3+ Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
24.1+ Power of Attorney
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+ Incorporated by reference from the Prior Registration Statement.
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EXHIBIT 5.1
July 22, 1999
The 3DO Company
600 Galveston Drive
Redwood City, CA 94063
RE: 2,185,000 SHARES OF COMMON STOCK OF THE 3DO COMPANY
Ladies and Gentlemen:
I have acted as counsel to The 3DO Company, a Delaware corporation (the
"Company"), in connection with the proposed issuance and sale by the Company of
up to 2,185,000 shares of the Company's Common Stock (the "Shares"), pursuant to
the Company's Registration Statement on Form S-3 filed on July 23, 1999 pursuant
to Rule 462(b) promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement").
In connection with this opinion, I have examined the Registration Statement
and related Prospectus. The Shares are to be sold as described in the
Registration Statement. I have examined the proceedings taken and proposed to be
taken in connection with said sale and issuance of the Shares.
It is my opinion that the Shares to be issued and sold by the Company, when
issued and sold in accordance in the manner referred to in the relevant
Prospectus associated with the Registration Statement, will be validly issued,
fully paid and nonassessable.
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, including the Prospectuses constituting a part thereof,
and any amendment thereto.
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Sincerely,
/s/ JAMES ALAN COOK
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James Alan Cook
Executive Vice President,
General Counsel and Secretary
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The 3DO Company
We consent to incorporation by reference herein of our report dated May 4,
1999, relating to the consolidated balance sheets of The 3DO Company and
subsidiaries as of March 31, 1998 and 1999, 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, 1999, which report is included in
the registration statement on Form S-3 (No. 333-80309) of The 3DO Company.
/s/ KPMG LLP
Mountain View, California
July 22, 1999
