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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
STB Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Customer & Information: [email protected]
Editorial Contact: Susan Carlson, Catapult Partners
(650) 524-1720
[email protected]
FOR IMMEDIATE RELEASE
3DFX INTERACTIVE, INC. AND STB SYSTEMS, INC.
ANNOUNCE ADJOURNMENT OF SPECIAL MEETINGS
DESPITE 99 PERCENT APPROVAL TO DATE,
ADDITIONAL SHAREHOLDER VOTES REQUIRED TO APPROVE MERGER
SAN JOSE, CALIF. AND RICHARDSON, TEXAS, APRIL 30, 1999 - 3dfx Interactive, Inc.
(NASDAQ: TDFX) and STB Systems, Inc. (NASDAQ: STBI) today each announced that
the special meeting of shareholders called to approve the acquisition of STB
Systems by 3dfx Interactive has been adjourned. The STB meeting has been
adjourned until Wednesday, May 5, 1999, at 3 p.m. (CST) at STB's headquarters.
The 3dfx meeting has been adjourned until Wednesday, May 12, 1999 at 1:00 p.m.
(PST) at 3dfx Interactive's headquarters. Both meetings were adjourned for the
purpose of soliciting additional votes for approval of the merger. The approval
of the merger requires a vote of 50 percent of the outstanding shares of 3dfx
and 66 2/3 percent of the outstanding shares of STB. The companies expect to
press forward with their plans to integrate their businesses after the merger
and do not believe that this postponement will have any material operational or
financial impact.
"We knew when we mailed the proxy materials 11 days ago that there were
significant logistical challenges to receiving enough proxy votes by April 30,"
said Greg Ballard, CEO of 3dfx. "These logistical challenges proved to be
insurmountable in this short period of time. Of the votes we have received, an
overwhelming majority are in favor of the merger. We are encouraging all
shareholders to submit their votes so that a sufficient number are received."
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3DFX INTERACTIVE AND STB SYSTEMS ANNOUNCE ADJOURNMENT OF SPECIAL MEETINGS
"It is very important for all shareholders of both companies, irrespective
of how many shares they may own, to submit their vote," added William Ogle, CEO
of STB Systems. "We are encouraging everyone to vote as soon as possible by
calling the toll-free number provided in their proxy materials, their broker, or
their broker's proxy department. If shareholders have not yet received or have
misplaced their proxy, they should call their broker or their broker's proxy
department to request the necessary documents."
Proxy materials in connection with the special meetings were first mailed
on Monday, April 19, 1999 to shareholders of record of 3dfx Interactive as of
March 26, 1999 and to shareholders of record of STB Systems as of March 30,
1999. Under the terms of the merger, first announced Dec. 14, 1998, STB Systems
shareholders will receive 0.65 of a share of 3dfx Interactive common stock for
each share of STB Systems common stock.
The merger remains subject to approval by the shareholders of both 3dfx
Interactive and STB Systems, as well as to other customary conditions of
closing. If the shareholders of both companies approve the merger at the
adjourned meetings, it is expected that the merger will close as soon as
practicable thereafter. Shareholders who have already given a proxy may revoke
it at anytime in accordance with the instructions contained in the Joint Proxy
Statement/Prospectus delivered to shareholders.
ABOUT STB SYSTEMS
STB Systems, Inc. designs, manufactures and sells multimedia accelerators
and other multimedia subsystems products for use primarily in desktop personal
computers. STB has established a history of designing award-winning graphics
controllers and writing specialized video drivers, which provide maximum
software performance and compatibility. STB is one of the largest suppliers of
multimedia accelerators worldwide, as ranked by International Data Corporation
(IDC), and is registered as ISO 9002 compliant. Founded in 1981 and
headquartered in Richardson, Texas, STB Systems, Inc., also has facilities in El
Paso (Texas), Austin (Texas), Eugene (Oregon), Juarez (Mexico), Belfast
(Northern Ireland), London (UK), and Paris (France).
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3DFX INTERACTIVE AND STB SYSTEMS ANNOUNCE ADJOURNMENT OF SPECIAL MEETINGS
ABOUT 3DFX INTERACTIVE
3dfx Interactive develops high-performance, cost-effective 3D media
processors, software and related technology that are designed to enable a highly
immersive, interactive and realistic 3D experience across interactive electronic
entertainment platforms - personal computers, coin-operated arcade systems and
location-based entertainment. Current 3dfx Interactive products include the
Voodoo family of accelerator chip sets, Voodoo2(TM), Voodoo Graphics(R), Voodoo
Banshee(TM) and the new Voodoo3(TM).
# # #
3dfx Interactive and Voodoo Graphics are registered trademarks and Voodoo,
Voodoo2, Voodoo3 and Voodoo Banshee are trademarks of 3dfx Interactive. All
other names may be trademarks of their respective holders.
Certain of the statements in this press release, including the statement
relating to expectations about the impact of the postponement of the shareholder
meetings, are forward-looking statements that are subject to risks and
uncertainties that could cause results to be materially different than
expectations. Such risks and uncertainties include but are not limited to, risks
associated with acquisition transactions and the related integration of
operations. Investors are advised to read each companies' annual and quarterly
reports on Forms 10-K and 10-Q and their other filings with the Securities and
Exchange Commission for a fuller discussion of such risks and uncertainties.
