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As filed with the Securities and Exchange Commission on __________, 1999
Registration No. ____-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE 3DO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 94-3177293
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(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)
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1993 INCENTIVE STOCK 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>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT
SECURITIES AMOUNT OFFERING AGGREGATE OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock 5,282,793 shares $8.375 $44,243,391.38 $11,680.26
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</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 9, 1999 as reported on The Nasdaq Stock
Market.
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THE 3DO COMPANY
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents and information previously filed with the
Securities and Exchange Commission by The 3DO Company (the "Company") are hereby
incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended March 31,
1999, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999, filed pursuant to Section 13 of the Exchange Act.
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999, filed pursuant to Section 13 of the Exchange
Act.
(4) The Company's Report on Form 8-K filed on July 21, 1999 pursuant to
Section 13 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently
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broad to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). The Company's
Restated Certificate of Incorporation and Amended and Restated Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the Delaware General Corporation Law. In
addition, the Company has entered into Indemnification Agreements with its
executive officers and directors. The Company has also purchased and
maintains insurance for its officers, directors, employees and agents against
liabilities which an officer, a director, an employee or an agent may incur
in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (contained on page II-4).
</TABLE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered, which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 13, 1999.
THE 3DO COMPANY
By: /S/ JOHN ADAMS
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John Adams, 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
Chairman of the Board of Directors
/S/ WILLIAM M. HAWKINS, III and Chief Executive Officer
- --------------------------- (Principal Executive Officer) December 13, 1999
(William M. Hawkins, III)
Chief Financial Officer
/S/ JOHN ADAMS (Principal Financial Officer
- -------------- and Principal Accounting Officer) December 13, 1999
(John Adams)
/S/ H. WILLIAM JESSE, Jr.
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(H. William Jesse, Jr.) Director December 13, 1999
/S/ HUGH C. MARTIN
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(Hugh C. Martin) Director December 13, 1999
/S/ WILLIAM A. HALL
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(William A. Hall) Director December 13, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
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<S> <C> <C>
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (contained on page II-4)
</TABLE>
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EXHIBIT 5.1
December 13, 1999
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 5,282,793 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
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James Alan Cook
Executive Vice President
and General Counsel
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The 3DO Company:
We consent to incorporation herein by reference of our report dated May 4,
1999, relating to the consolidated balance sheets of The 3DO Company and
subsidiaries as of March 31, 1999 and 1998, 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 appears
in the March 31, 1999, annual report on Form 10-K of The 3DO Company.
/S/ KPMG LLP
Mountain View, California
December 6, 1999
