<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities and Exchange Act of 1934
3Dfx Interactive, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
88553X103
- -------------------------------------------------------------------------------
(CUSIP Number)
William E. Ogle
Chief Executive Officer
STB Systems, Inc.
3400 Waterview Parkway
Richardson, Texas
(972) 234-8750
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 1998
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "ACT") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STB Systems, Inc.
75-1855896
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
Approximately 2,456,410, all of such shares of
NUMBER OF which are subject to the restrictions set forth
SHARES in those certain Voting Agreements dated December
BENEFICIALLY 13, 1998, the form of which is filed as EXHIBIT 2
OWNED BY to this Schedule 13D.
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,456,410
2
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.75%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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Item 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, par value $.01 per
share (the "3DFX COMMON STOCK"), of 3Dfx Interactive, Inc., a California
corporation ("3DFX" or "ISSUER"). The principal executive offices of 3Dfx are
located at 4435 Fortran Drive, San Jose, California 95134, and its telephone
number at such address is (408) 935-4400.
Item 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) The name of the corporation filing this Schedule 13D is STB
Systems, Inc., a Texas corporation ("STB or the "REPORTING PERSON"). The
Reporting Person's principal business is as a designer, manufacturer and seller
of multimedia accelerators and other multimedia subsystem products for use
primarily in desktop personal computers. The address of the principal executive
offices of the Reporting Person is 3400 Waterview Parkway, Richardson, Texas
75080. Set forth in SCHEDULE A is a list of each of the Reporting Person's
directors and executive officers as of the date hereof, along with the present
principal occupation or employment of such directors and executive officers,
their respective citizenship and the name, principal business and address of any
corporation or other organization other than the Reporting Person in which such
employment is conducted.
(d)-(e) During the last five years neither the Reporting Person nor, to
the Reporting Person's knowledge, any person named in SCHEDULE A to this
statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Also during the last five years neither
the Reporting Person nor, to the Reporting Person's knowledge, any person named
in SCHEDULE A to this statement, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 13, 1998, 3Dfx, through its wholly-owned subsidiary Voodoo
Merger Sub, Inc., a Texas corporation ("MERGER SUB"), agreed to acquire the
Reporting Person by means of a merger (the "MERGER") pursuant to the terms of
the Agreement and Plan of Reorganization dated as of December 13, 1998 (the
"MERGER AGREEMENT"), by and among 3Dfx, Merger Sub and the Reporting Person, and
subject to the conditions set forth therein (including approval by shareholders
of the Reporting Person). Pursuant to the Merger Agreement, Merger Sub will
merge with and into the Reporting Person and the Reporting Person will become a
wholly-owned subsidiary of 3Dfx. A copy of the Merger Agreement is attached
hereto as EXHIBIT 1 to this Schedule 13D and is incorporated herein by
reference. The Merger is subject to the approval of the Merger Agreement by the
shareholders of 3Dfx and the Reporting Person, the expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as
4
<PAGE>
amended, and the satisfaction or waiver of certain other conditions as more
fully described in the Merger Agreement.
Concurrently with the execution of the Merger Agreement, the Reporting
Person and certain shareholders of 3Dfx (each a "VOTING AGREEMENT SHAREHOLDER,"
and collectively, the "VOTING AGREEMENT SHAREHOLDERS") entered into voting
agreements, dated as of December 13, 1998 (each a "VOTING AGREEMENT," and
collectively, the "VOTING AGREEMENTS"), with the Reporting Person, which
agreements are described in more detail in Item 6 below. Pursuant to each
voting agreement, the 3Dfx shareholder entering into the voting agreement has
granted the Reporting Person an irrevocable proxy to vote the shareholder's
shares of 3Dfx Common Stock in favor of the Merger (the "IRREVOCABLE PROXY").
No capital of the Reporting Person is expected to be expended by the Reporting
Person in connection with the exercise of its rights with respect to the
approximately 2,456,410 shares of 3Dfx Common Stock covered by the Voting
Agreements described in Item 6 below. A copy of the form of Voting Agreement
and the Irrevocable Proxy are attached hereto as EXHIBIT 2 and are incorporated
herein by this reference.
Item 4. PURPOSE OF TRANSACTION.
(a)-(b) As further described in Item 3 above and Item 6 below, this
statement relates to the Merger of Merger Sub with and into the Reporting
Person in a statutory merger pursuant to the provisions of the Texas Business
Corporation Act. At the effective time of the Merger, the separate existence
of Merger Sub will cease and the existence of the Reporting Person will
continue as the surviving corporation (the "SURVIVING CORPORATION") and as a
wholly-owned subsidiary of 3Dfx. Holders of outstanding shares of the
Reporting Person's common stock will receive, in exchange for each share of
the Reporting Person's common stock held by them, 0.65 shares of 3Dfx Common
Stock (the "EXCHANGE RATIO"). Outstanding options to purchase shares of the
Reporting Person's common stock will be treated as set forth in the Merger
Agreement. A copy of the Merger Agreement is incorporated herein by
reference as Exhibit 1.
As an inducement to the Reporting Person to enter into the Merger
Agreement, and as further described in Item 3 above and Item 6 below, each
Voting Agreement Shareholder entered into a Voting Agreement and, by executing
such Voting Agreement, irrevocably appointed the Reporting Person (or any
nominee of the Reporting Person) as his, hers or its lawful attorney and proxy.
Such proxies give the Reporting Person the limited right to vote the shares of
3Dfx Common Stock beneficially owned by the Voting Agreement Shareholders
(including any shares of 3Dfx Common Stock that such shareholders acquire after
the time they entered into the Voting Agreements) (collectively, the "SHARES").
The names of the Voting Agreement Shareholders, the number of shares of 3Dfx
Common Stock beneficially owned by each such shareholder and the percentage
ownership of 3Dfx Common Stock by each such shareholder is set forth in SCHEDULE
B hereto which is hereby incorporated by reference.
The descriptions herein of the Merger Agreement and the Voting Agreements
are qualified in their entirety by reference to such agreements, copies of which
are either attached hereto or incorporated herein by reference.
5
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(c) Not applicable.
(d) Mr. William Ogle and Mr. James Hopkins will be added to the Board
of Directors of 3Dfx, in addition Mr. Ogle will assume the position of Executive
Vice President and Vice Chairman of the Board of Directors, and Mr. Hopkins will
assume the position of Senior Vice President for Finance and Strategic
Planning. Mr. Randall Eisenbach will assume the position of Senior Vice
President of Texas Operations and Mr. Shane Long will assume the position of
Senior Vice President of Worldwide Sales.
(e) See the discussion of the Merger in Item 3 above.
(f) Other than as a result of the merger described in Item 3 above, not
applicable.
(g) Not applicable.
(h) Other than any action necessary to accomodate a larger board of
directors, not applicable.
(i) Not applicable.
(j) Other than as described above, the Reporting Person currently has no
plan or proposal for an action similar to or which relates to, or may result in,
any of the matters listed in Items 4(a) - (j) of this Schedule 13D (although the
Reporting Person reserves the right to develop such plans or proposals).
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result and subject to the terms of the Voting Agreements and
the Irrevocable Proxies granted pursuant thereto, the Reporting Person has the
sole power to vote an aggregate of approximately 2,456,410 shares of 3Dfx Common
Stock for the limited purposes described in Item 6 below. Such shares
constitute approximately 15.75% of the issued and outstanding shares of 3Dfx
Common Stock as of December 13, 1998. Other than with respect to the provisions
of the Voting Agreements, the Reporting Person does not have the right to vote
the Shares on any other matters. The Reporting Person does not share voting
power of any additional shares of 3Dfx Common Stock with regard to the limited
purposes set forth in Item 6 below or otherwise. The Reporting Person does not
have the sole power to dispose or direct the disposition of any shares of
6
<PAGE>
3Dfx Common Stock. To the Reporting Person's knowledge, no shares of 3Dfx
Common Stock are beneficially owned by any of the persons name in SCHEDULE A.
(c) Except as described herein, the Reporting Person has not effected any
transaction in 3Dfx Common Stock during the past 60 days and, to the Reporting
Person's knowledge, none of the persons named in SCHEDULE A has effected any
transaction in 3Dfx Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Merger Agreement and subject to the conditions set for the
therein (including approval by shareholders of the Reporting Person), Merger Sub
will merge with and into the Reporting Person and the Reporting Person will
become a wholly-owned subsidiary of 3Dfx. Upon consummation of the Merger,
Merger Sub will cease to exist as a corporation and all of the business, assets,
liabilities and obligations of Merger Sub will be merged into the Reporting
Person with the Reporting Person remaining as the Surviving Corporation. As a
result of the Merger, each outstanding share of the Reporting Person's common
stock, other than shares owned by the Reporting Person (i.e. Reporting Person
treasury shares), Merger Sub, 3Dfx or any wholly-owned subsidiary of the
Reporting Person or 3Dfx, will be converted into the right to receive 0.65 of a
share of 3Dfx Common Stock. Outstanding options or warrants to purchase the
Reporting Person's common stock will be treated in the manner described in the
Merger Agreement. The foregoing summary of the Merger is qualified in its
entirety by reference to the copy of the Merger Agreement incorporated herein
by reference as EXHIBIT 1 to this Schedule 13D.
In exercising its right to vote the Shares as lawful attorney and proxy of
the Voting Agreement Shareholders pursuant to the Voting Agreement, the
Reporting Person (or any nominee of the Reporting Person) will be limited, at
every 3Dfx shareholders meeting and every written consent in lieu of such
meeting, to vote the shares in favor of approval of the Merger and the Merger
Agreement and any matter that could reasonably be expected to facilitate the
Merger and the Merger Agreement. The Voting Agreement Shareholders may vote
their own shares themselves on all other matters. The Voting Agreements
terminate upon the earlier to occur of (i) such date and time as the Merger
shall become effective in accordance with the terms and provisions of the
Merger Agreement or (ii) such date as the Merger Agreement shall be terminated
in accordance with its terms (the "EXPIRATION DATE"). Each Voting Agreement
Shareholder has agreed not to transfer his or her Shares prior to the
Expiration Date. Moreover, each Voting Agreement Shareholder has granted the
Reporting Person an irrevocable proxy to vote the shares beneficially owned by
the Voting Agreement Shareholder in favor of the Merger and the Merger
Agreement. The terms of the Voting Agreements are more fully described in the
Merger Agreement, incorporated herein by reference as EXHIBIT 1, and the Voting
Agreement and the Irrevocable Proxy, attached hereto as EXHIBIT 2. Each of the
Merger
7
<PAGE>
Agreement, the Voting Agreement and the Irrevocable Proxy is incorporated herein
by this reference.
Other than the Merger Agreement and the Voting Agreements, to the best
knowledge of the Reporting Person, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
3Dfx, including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
The descriptions herein of the Merger Agreement and the Voting Agreements
are qualified in their entirety by reference to such agreements, copies of which
are either attached hereto or incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO.
1 Agreement and Plan of Reorganizations, dated December 13, 1998,
by and among 3Dfx Interactive, Inc., a California corporation,
Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned
subsidiary of 3Dfx Interactive, Inc., and STB Systems, Inc., a
Texas corporation (incorporated by reference to that certain
Schedule 13D filed by 3Dfx Interactive, Inc. on December 23,
1998).
2 Form of Voting Agreement, dated December 13, 1998, between STB
Systems, Inc., a Texas corporation, and certain shareholders of
3Dfx Interactive, Inc., a California corporation.
8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
DATED: December 24, 1998 STB SYSTEMS, INC., a Texas corporation
By: /s/ William E. Ogle
------------------------------------------
William E. Ogle, Chief Executive Officer
9
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
STB SYSTEMS, INC.
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Title* and Name of Employer Citizenship
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
William E. Ogle
Chief Executive Officer and Director STB Systems, Inc. U.S.
Randall D. Eisenbach
Executive Vice President, Chief Operating STB Systems, Inc. U.S.
Officer, Assistant Secretary and Director
James L. Hopkins STB Systems, Inc. U.S.
Chief Financial Officer, Vice President
of Strategic Marketing and Director
J. Shane Long STB Systems, Inc. U.S.
Vice President of Sales and Marketing and
Director
Bryan F. Keyes STB Systems, Inc. U.S.
Vice President of Administration and
General Counsel
James J. Byrne STB Systems, Inc. U.S.
Managing Partner of
Byrne Technology Partners, Ltd.
Dennis G. Sabo STB Systems, Inc.
President and Chief Executive Officer of U.S.
Arithmos, Inc.
Lawrence E. Wesneski STB Systems, Inc. U.S.
President and Chief Executive Officer of
Hoak Breedlove Wesneski & Co.
</TABLE>
________________________
*The address for each executive officer or director is c/o STB Systems, Inc.,
3400 Waterview Parkway, Richardson, Texas 75080.
<PAGE>
SCHEDULE B
3DFX INTERACTIVE, INC.
VOTING AGREEMENT SHAREHOLDERS
<TABLE>
<CAPTION>
Shares of 3Dfx Beneficially
Owned by Voting Percentage of 3Dfx Common
Voting Agreement Shareholder Agreement Shareholder Stock Beneficially Owned (1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
L. Gregory Ballard 101,898(2) *
President, Chief Executive Officer and
Director
Scott D. Sellers
Vice President, Research and Development 293,672(3) 1.88%
And Director
Gary Tarolli 299,081(4) 1.92%
Vice President and Chief Scientist
Michael Howse 753 *
Vice President, Corporate Marketing and
Business Development
Karl Chicca 39,610(5)
Vice President, Operations
David Zacharias 25,716(6) *
Chief Financial Officer and
Vice President, Administration
Darlene Kindler 12,606(7) *
Vice President, Third Party
Janet Leising 48,225(8)
Vice President, Engineering
Jordan Watters 27,288(9) *
Vice President, Worldwide Sales
Gordon A. Campbell 566,027(10) 3.63%
Chairman of the Board of Directors
Anthony Sun 950,888(11) 6.10%
Director
James Whims 45,709(12) *
Director
<PAGE>
Philip M. Young 43,906(13) *
Director
Alex Leupp 1,031(14) *
Director
</TABLE>
________________________
*Less than one percent.
(1) Applicable percentage ownership is based on 15,592,912 shares of 3Dfx
Common Stock outstanding as of December 13, 1998, which figure was
represented to the Reporting Person by Issuer in the Merger Agreement.
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with
respect to securities, subject to community property laws, where
applicable. Shares of 3Dfx Common Stock subject to options that are
presently exercisable or exercisable within 60 days of December 17,
1998 are deemed to be beneficially owned by the person holding such
options for the purpose of computing the percentage of ownership of
such person but are not treated as outstanding for the purpose of
computing the percentage of any other person.
(2) Includes 58,556 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(3) Includes 38,672 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(4) Includes 35,547 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(5) Includes 19,547 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(6) Includes 25,000 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(7) Includes 12,606 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(8) Includes 16,225 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(9) Includes 25,627 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(10) Includes 65,500 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(11) Includes 607,194 shares held by Venrock Associates, L.P. and 301,044
shares held by Venrock Associates II, L.P. Mr. Sun is a general
partner of both Venrock Associates, L.P. and Venrock Associates II,
L.P. Mr. Sun disclaims beneficial ownership of the shares held by
these limited partnerships except to his proportionate partnership
interest therein. Also includes 10,500 shares of 3Dfx Common Stock
issuable
<PAGE>
upon exercise of outstanding options which are presently
exercisable or will become exercisable within 60 days of December 17,
1998.
(12) Includes 37,584 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(13) Includes 10,500 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
(14) Includes 1,031 shares of 3Dfx Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of December 17, 1998.
<PAGE>
STB SYSTEMS, INC.
VOTING AGREEMENT
This Voting Agreement ("AGREEMENT") is made and entered into as of
December 13, 1998 between 3Dfx Interactive, Inc., a California corporation
("3Dfx"), and the undersigned shareholder ("SHAREHOLDER") of STB Systems, Inc. a
Texas corporation (the "STB").
RECITALS
A. Concurrently with the execution of this Agreement, 3Dfx, STB and
Voodoo Merger Sub, a Texas corporation and a wholly owned subsidiary of 3Dfx
("MERGER SUB"), have entered into an Agreement and Plan of Reorganization of
even date herewith (the "MERGER AGREEMENT") which provides for the merger (the
"MERGER") of Merger Sub with and into STB. Pursuant to the Merger, shares of
Common Stock of STB will be converted into the right to receive shares of Common
Stock of 3Dfx in the manner set forth in the Merger Agreement.
B. The Shareholder is the record holder and beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")) of such number of shares of the outstanding Common Stock of STB
as is indicated on the final page of this Agreement (the "SHARES").
C. As a material inducement to enter into the Merger Agreement, 3Dfx
desires the Shareholder to agree, and the Shareholder is willing to agree, not
to transfer or otherwise dispose of any of the Shares, or any other shares of
capital stock of STB acquired hereafter and prior to the Expiration Date (as
defined in Section 1.1 below), except as otherwise permitted hereby, and to vote
the Shares and any other such shares of capital stock of STB so as to facilitate
consummation of the Merger.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, the parties agree as follows:
1. AGREEMENT TO RETAIN SHARES.
1.1 TRANSFER AND ENCUMBRANCE. Shareholder agrees not to transfer
(except as may be specifically required by court order), sell, exchange, pledge
or otherwise dispose of or encumber any of the Shares or any New Shares as
defined in Section 1.2 below, or to make any offer or agreement relating
thereto, at any time prior to the Expiration Date. As used herein, the term
"EXPIRATION DATE" shall mean the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Merger Agreement and (ii) such date and time as the Merger Agreement shall
be terminated in accordance with its terms.
-1-
<PAGE>
1.2 ADDITIONAL PURCHASES. Shareholder agrees that any shares of
capital stock of STB that Shareholder purchases or with respect to which
Shareholder otherwise acquires beneficial ownership (as such term is defined in
Rule 13d-3 under the Exchange Act) after the execution of this Agreement and
prior to the Expiration Date ("NEW SHARES") shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares.
2. AGREEMENT TO VOTE SHARES. At every meeting of the shareholders of STB
called with respect to any of the following, and at every adjournment thereof,
and on every action or approval by written consent of the shareholders of STB
with respect to any of the following, Shareholder shall vote the Shares and any
New Shares: (i) in favor of approval of the Merger Agreement and the Merger and
any matter that could reasonably be expected to facilitate the Merger; and
(ii) against approval of any proposal made in opposition to or competition with
consummation of the Merger and against any merger, consolidation, sale of
assets, reorganization or recapitalization, with any party other than with 3Dfx
and its affiliates and against any liquidation or winding up of STB (each of the
foregoing is hereinafter referred to as an "OPPOSING PROPOSAL"). Shareholder
agrees not to take any actions contrary to Shareholder's obligations under this
Agreement.
3. IRREVOCABLE PROXY. Concurrently with the execution of this Agreement,
Shareholder agrees to deliver to 3Dfx a proxy in the form attached hereto as
ANNEX A (the "PROXY"), which shall be irrevocable, with respect to the total
number of shares of capital stock of STB beneficially owned (as such term is
defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth therein.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDER.
Shareholder hereby represents, warrants and covenants to 3Dfx as follows:
4.1 OWNERSHIP OF SHARES. Shareholder (i) is the beneficial owner of
the Shares, which at the date hereof and at all times up until the Expiration
Date will be free and clear of any liens, claims, options, charges or other
encumbrances; (ii) does not beneficially own any shares of capital stock of STB
other than the Shares (excluding shares as to which Shareholder currently
disclaims beneficial ownership in accordance with applicable law); and (iii) has
full power and authority to make, enter into and carry out the terms of this
Agreement and the Proxy.
4.2 NO PROXY SOLICITATIONS. Shareholder will not, and will not
permit any entity under Shareholder's control to: (i) solicit proxies or become
a "participant" in a "solicitation" (as such terms are defined in Regulation 14A
under the Exchange Act) with respect to an Opposing Proposal or otherwise
encourage or assist any party in taking or planning any action that would
compete with, restrain or otherwise serve to interfere with or inhibit the
timely consummation of the Merger in accordance with the terms of the Merger
Agreement; (ii) initiate a shareholders' vote or action by consent of STB
shareholders with respect to an Opposing Proposal; or (iii) become a member of a
"group" (as such term is used in Section 13(d) of the Exchange Act) with respect
to any voting securities of STB with respect to an Opposing Proposal.
-2-
<PAGE>
5. ADDITIONAL DOCUMENTS. Shareholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of 3Dfx and Shareholder, as the case may be, to carry out the
intent of this Agreement.
6. CONSENT AND WAIVER. Shareholder hereby gives any consents or waivers
that are reasonably required for the consummation of the Merger under the terms
of any agreements to which Shareholder is a party or pursuant to any rights
Shareholder may have.
7. TERMINATION. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
8. MISCELLANEOUS.
8.1 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
8.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
8.3 AMENDMENTS AND MODIFICATION. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
8.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that 3Dfx will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreement of
Shareholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to 3Dfx upon any such violation, 3Dfx shall
have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to 3Dfx at law or in equity.
8.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier (prepaid)
to the respective parties as follows:
If to 3Dfx: 3Dfx Interactive, Inc.
-3-
<PAGE>
4435 Fortran Drive
San Jose, California 95134
Attention: Chief Financial Officer
Facsimile: (408) 262-5551
With a copy to: Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
Attention: Robert P. Latta, Esq./Chris F.
Fennell, Esq.
If to the Shareholder: At the address provided on the signature
page hereto
With a copy to: Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Attention: John B. McKnight, Esq.
Facsimile: (214) 740-8800
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
8.6 GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California without
giving effect to the conflicts of laws principles thereof.
8.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
8.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
8.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction of interpretation of this
Agreement.
[Remainder of This Page Intentionally Left Blank]
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<PAGE>
IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
3DFX INTERACTIVE, INC.
By: /s/ L. Gregory Ballard
------------------------------------------
Name: L. Gregory Ballard
----------------------------------------
Title: President and Chief Executive Officer
---------------------------------------
SHAREHOLDER
/s/ William E. Ogle
---------------------------------------------
Name:
Shareholder's Address for Notice:
---------------------------------------------
---------------------------------------------
---------------------------------------------
Number of Shares Beneficially Owned:
1,638,272 shares of Common Stock
-----------------
[Voting Agreement Signature Page]
<PAGE>
ANNEX A
IRREVOCABLE PROXY
The undersigned Shareholder of STB Systems, Inc., a Texas corporation
("STB"), hereby irrevocably appoints the directors on the Board of Directors of
3Dfx Interactive, Inc., a California corporation ("3Dfx"), and each of them, as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of substitution and resubstitution, to the full extent of the undersigned's
rights with respect to the shares of capital stock of STB beneficially owned by
the undersigned, which shares are listed on the final page of this Irrevocable
Proxy (the "SHARES"), and any and all other shares or securities issued or
issuable in respect thereof on or after the date hereof, until the earlier to
occur of (i) such time as that certain Agreement and Plan of Reorganization
dated as of December 13, 1998 (the "MERGER AGREEMENT"), among 3Dfx, Voodoo
Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx
("MERGER SUB"), and STB, shall be terminated in accordance with its terms or
(ii) the Merger (as defined in the Merger Agreement) is effective. Upon the
execution hereof, all prior proxies given by the undersigned with respect to the
Shares and any and all other shares or securities issued or issuable in respect
thereof on or after the date hereof are hereby revoked and no subsequent proxies
will be given.
This proxy is irrevocable, is granted pursuant to the Voting Agreement
dated as of December 13, 1998 between 3Dfx and the undersigned Shareholder (the
"VOTING AGREEMENT"), and is granted in consideration of 3Dfx entering into the
Merger Agreement. 3Dfx and the undersigned Shareholder agree and acknowledge
that the grant of this irrevocable proxy is a material inducement for 3Dfx to
enter into the Merger Agreement and is therefore coupled with an interest and
irrevocable. The attorneys and proxies named above will be empowered at any
time prior to termination of the Merger Agreement to exercise all voting and
other rights (including, without limitation, the power to execute and deliver
written consents with respect to the Shares) of the undersigned at every annual,
special or adjourned meeting of STB shareholders, and in every written consent
in lieu of such a meeting, or otherwise, in favor of approval of the Merger and
the Merger Agreement and any matter that could reasonably be expected to
facilitate the Merger, and against any proposal made in opposition to or
competition with the consummation of the Merger and against any merger,
consolidation, sale of assets, reorganization or recapitalization of STB with
any party other than 3Dfx and its affiliates and against any liquidation or
winding up of STB.
The attorneys and proxies named above may only exercise this proxy to vote
the Shares subject hereto at any time prior to termination of the Merger
Agreement at every annual, special or adjourned meeting of the shareholders of
STB and in every written consent in lieu of such meeting, in favor of approval
of the Merger and the Merger Agreement and any matter that could reasonably be
expected to facilitate the Merger, and against any merger, consolidation, sale
of assets, reorganization or recapitalization of STB with any party other than
3Dfx and its affiliates, and against any liquidation or winding up of STB, and
may not exercise this proxy on any other matter. The undersigned Shareholder
may vote the Shares on all other matters.
<PAGE>
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: December 13, 1998
Signature of Shareholder: /s/ William E. Ogle
------------------------------
Print Name of Shareholder: William E. Ogle
-----------------------------
Shares beneficially owned:
1,638,272 shares of Common Stock
-----------------------
