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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
STB Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
784741 10 0
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(CUSIP Number)
William E. Ogle
c/o STB Systems, Inc.
3400 Waterview Parkway
Richardson, Texas
(972) 234-8750
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 1998
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(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
William E. Ogle
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3.)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,638,272 (Subject to the
SHARES restrictions set forth in the
BENEFICIALLY Voting Agreement dated December
OWNED BY 13, 1998, the form of which is
EACH filed as Exhibit 2 to this
REPORTING Schedule 13D) (See Item 4).
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,638,272 (Subject to the
restrictions set forth in the
Voting Agreement dated December
13, 1998, the form of which is
filed as Exhibit 2 to this
Schedule 13D) (See Item 4)
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10 SHARED DISPOSITIVE POWER
0
2
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,638,272 (See Item 4)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, par value $.01 per
share (the "STB COMMON STOCK"), of STB Systems, Inc., a Texas corporation
("ISSUER"). The principal executive offices of the Issuer are located at 3400
Waterview Parkway, Richardson, Texas 75080, and its telephone number at such
address is (972) 234-8750.
Item 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) The name of the person filing this Schedule 13D is William
E. Ogle (the "REPORTING PERSON"). The Reporting Person's occupation is that of
Chief Executive Officer of the Issuer. The business address of the Reporting
Person is 3400 Waterview Parkway, Richardson, Texas 75080. The Reporting
Person is a United States citizen.
(d)-(e) During the last five years the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Also, during the last five years the Reporting Person was not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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 Interactive, Inc. ("3DFX"), through its
wholly-owned subsidiary Voodoo Merger Sub, Inc., a Texas corporation ("MERGER
SUB"), agreed to acquire the Issuer 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
Issuer, and subject to the conditions set forth therein (including approval
by the shareholders of Issuer). Pursuant to the Merger Agreement, Merger Sub
will merge with and into Issuer and Issuer will become a wholly-owned
subsidiary of 3Dfx. The Merger is subject to the approval of the Merger
Agreement by the shareholders of 3Dfx and Issuer, the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the satisfaction or waiver of certain other
conditions as more fully described in the Merger Agreement. The form of
Merger Agreement is incorporated herein by reference as Exhibit 1.
Concurrently with the execution of the Merger Agreement, the Reporting
Person and certain shareholders of Issuer entered into voting agreements, dated
as of December 13, 1998 (each a "VOTING AGREEMENT," and collectively, the
"VOTING AGREEMENTS"), with 3Dfx which agreements are described in more detail in
Item 6 below. Pursuant to the Voting Agreement the Reporting Person has granted
3Dfx an irrevocable proxy to vote the shareholder's shares of STB 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
grant of the voting rights
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to 3Dfx with respect to the approximately 1,638,272 shares of STB Common Stock
covered by the Reporting Person's Voting Agreement 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 grant of the Reporting Person's voting rights in his
STB Common Stock to 3Dfx in connection with the Merger of Merger Sub with and
into Issuer in a statutory merger pursuant to the provisions of the Texas
Business Corporation Act.
As an inducement to 3Dfx to enter into the Merger Agreement, and as further
described in Item 3 above and Item 6 below, the Reporting Person who is a party
to a Voting Agreement has, by executing a Voting Agreement, irrevocably
appointed 3Dfx (or any nominee of 3Dfx) as his lawful attorney and proxy. Such
proxy gives give 3Dfx the limited right to vote the shares of STB Common Stock
beneficially owned by the Reporting Person (including any shares of STB Common
Stock that the Reporting Person acquires after the time he entered into the
Voting Agreements) (collectively, the "SHARES"). The Reporting Person
beneficially owns 1,638,272(1)(2) shares of STB Common Stock.
The descriptions herein of the Merger Agreement and the Voting Agreement
are qualified in their entirety by reference to such agreements, copies of which
are attached hereto as EXHIBITS 1 and 2 respectively.
(c) Not applicable.
(d) It is anticipated that, upon consummation of the Merger, the directors
and the initial officers of the surviving corporation in the Merger (the
"SURVIVING CORPORATION") shall generally be the current directors and officers
of Merger Sub (each of whom is an executive officer of 3Dfx), until their
respective successors are duly elected or appointed and qualified.
(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) Upon consummation of the Merger, the Articles of Incorporation of
Merger Sub, as in effect immediately prior to the Merger, shall be the Articles
of Incorporation of the Surviving Corporation until thereafter amended as
provided by Texas Law and such Articles of Incorporation, except the name of the
Surviving Corporation shall be "STB Systems, Inc." Upon consummation of the
Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger,
shall be the Bylaws of the Surviving Corporation until thereafter amended.
(h) Upon consummation of the Merger, Issuer's common stock will be
de-listed from
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The Nasdaq Stock Market.
(i) Upon consummation of the Merger, Issuer's common stock will become
eligible for termination of registration under the Securities Exchange Act of
1934, as amended (the "ACT"), pursuant to Section 12(g)(4) of the Act.
(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).
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(1) Mr. Ogle is a party to a Right of First Refusal Agreement (the "Right of
First Refusal Agreement") between STB Systems, Inc. (the "Company"), Mark
S. Sims, William D. Balthaser, Jr. and himself. Pursuant to the terms of
the Right of First Refusal Agreement, if Mr. Ogle, Mr. Sims or Mr.
Balthaser proposes to sell any shares of common stock registered in his
name as of the date of the closing of the Company's initial public
offering, then Issuer will have a right of first refusal to purchase such
shares on terms similar to those proposed. If the Issuer does not exercise
its right to purchase all of the shares of common stock proposed to be sold
by either Mr. Sims or Mr. Balthaser, then Mr. Ogle will have a right of
first refusal to purchase those shares of common stock that the Issuer does
not wish to purchase. If the foregoing rights of first refusal are not
independently or collectively fully exercised, then the shares not
purchased may be sold in accordance with the proposed terms of sale.
Notwithstanding the foregoing, the Right of First Refusal Agreement does
not restrict the ability of Messrs. Ogle, Sims or Balthaser to sell shares
of common stock in the public market pursuant to Rule 144 promulgated under
the Securities Act of 1933, as amended.
(2) Includes options to purchase 139,201 shares of common stock that are
exercisable within 60 days of December 17, 1998. Also includes 12,375
shares held by Mr. Ogle pursuant to an Individual Retirement Account and
9,944 shares held by him pursuant to Issuer's 401(k) Savings Plan.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result and subject to the terms and restrictions of the
Voting Agreement and the irrevocable proxy granted pursuant thereto, the
Reporting Person has granted the sole power to vote an aggregate of
approximately 1,638,272 shares of STB Common Stock to 3Dfx for the limited
purposes described in Item 6 below. Such shares constitute approximately
12.9% of the issued and outstanding shares of STB Common Stock as of
December 13, 1998. Other than with respect to the provisions of the Voting
Agreements, 3Dfx 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 STB Common Stock with regard to the limited purposes
set forth in Item 6 below or otherwise. Except as provided by the Voting
Agreement and Irrevocable Proxy the Reporting Person has the
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sole power to vote or to direct the vote or to dispose or direct the
disposition of its shares of STB Common Stock.
(c) Except as describe herein, the Reporting Person has not effected any
transaction in the STB 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 forth
therein, Merger Sub will merge with and into Issuer and Issuer 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 Issuer with Issuer
remaining as the Surviving Corporation. As a result of the Merger, each
outstanding share of STB Common Stock, other than shares owned by Issuer (i.e.
Issuer treasury shares), Merger Sub, 3Dfx or any wholly-owned subsidiary of
Issuer, will be converted into the right to receive 0.65 of a share of 3Dfx
Common Stock. Outstanding options or warrants to purchase Issuer'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 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 Reporting Person pursuant to the Voting Agreement, 3Dfx (or any
nominee of 3Dfx) will be limited, at every Issuer shareholders meeting and
every written consent in lieu of such meeting, to vote the shares of STB
Common Stock (i) in favor of approval of the Merger and the Merger Agreement
and (ii) against approval of any proposal made in opposition to or in
competition with the consummation of the Merger and against any merger,
consolidation, sale of assets, reorganization or recapitalization with any
party other than 3Dfx and any liquidation or winding up of the Issuer. The
Reporting Person may vote his own shares on all other matters. The Voting
Agreement terminates 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"). The
Reporting Person has agreed not to transfer his Shares prior to the
Expiration Date. Moreover, the Reporting Person has granted 3Dfx an
irrevocable proxy to vote the shares beneficially owned by the Reporting
Person in favor of the Merger. 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 Agreement, the Voting Agreement and
the Irrevocable Proxy is incorporated herein by this reference.
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Other than the Merger Agreement, the Voting Agreement, the Right of First
Refusal Agreement and such other benefit and option plans as routinely entered
into between the Reporting Person and Issuer, to the best knowledge of the
Reporting Person, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among the Reporting Person with respect to
any securities of the Issuer, 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.
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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 on December 23, 1998).
2 Voting Agreement, dated December 13, 1998, between 3Dfx
Interactive, Inc., a California corporation, and certain
shareholders of STB Systems, Inc., a Texas corporation.
3 Right of First Refusal Agreement dated December 16, 1997 by
and among STB Systems, Inc. and Messrs. Ogle, Balthaser and
Sims (incorporated by reference to Exhibit 4.3 to STB System,
Inc.'s Registration Statement on Form S-1 (Reg. No. 33-87612)).
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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
/s/ William E. Ogle
____________________________________
William E. Ogle
9
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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.
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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.
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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.
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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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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
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Print Name of Shareholder: William E. Ogle
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Shares beneficially owned:
1,638,272 shares of Common Stock
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