|
|
|
|
|
|
|
|
|
|
|
|
|
<PAGE> 1
As filed with the Securities and Exchange Commission on May 17, 1999
Registration No. 33-89460
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STB SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-1855896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3400 WATERVIEW PARKWAY
RICHARDSON, TEXAS 75080
(Address of Principal Executive Offices) (Zip Code)
1995 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
WILLIAM E. OGLE
CHIEF EXECUTIVE OFFICER
STB SYSTEMS, INC.
3400 WATERVIEW PARKWAY
RICHARDSON, TEXAS 75080
(972) 234-8750
(Name, address and telephone number, including area code, of agent for service)
WITH COPIES TO:
JOHN MCKNIGHT, ESQ.
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
================================================================================
<PAGE> 2
STB SYSTEMS, INC.
Deregistration of Unissued Shares of Common Stock
Pursuant to its Registration Statement on Form S-8 and Post Effective
Amendment No. 1 to such Registration Statement (No. 33-89460) (the "Registration
Statement"), STB Systems, Inc., a Texas corporation (the "Company"), registered
an aggregate of 2,700,000 shares of its common stock, $.01 par value per share,
(as adjusted for a three-for-two stock split on July 17, 1997 and a
three-for-two stock split on February 20, 1998) (the "Common Stock"), for
issuance under the Company's 1995 Long Term Incentive Plan.
This Post-Effective Amendment No. 2 is being filed solely for the
purpose of removing from registration 2,292,841 shares of Common Stock
relating to the shares that were registered but not issued as of May 12, 1999,
the effective date of the merger of the Company with and into 3Dfx Interactive,
Inc. Accordingly, the Company hereby removes from registration such 2,292,841
shares of Common Stock.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richardson, State of Texas, on May 12, 1999.
STB Systems, Inc.
By: /s/ WILLIAM E. OGLE
-------------------------------------
William E. Ogle,
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ WILLIAM E. OGLE Chief Executive Officer and May 12, 1999
- -------------------------------------------- Chairman of the Board (Principal
William E. Ogle Executive Officer)
* Executive Vice President, Chief May 12, 1999
- -------------------------------------------- Operating Officer, Assistant
Randall D. Eisenbach Secretary and Director
* Chief Financial Officer, Vice May 12, 1999
- -------------------------------------------- President of Strategic Marketing
James L. Hopkins and Director (Principal Financial
Officer)
* Vice President of Administration May 12, 1999
- -------------------------------------------- General Counsel, Secretary and
Bryan F. Keyes Treasurer
/s/ T. GREG DEWITT Director of Accounting May 12, 1999
- -------------------------------------------- (Principal Accounting Officer)
T. Greg Dewitt
* Vice President of Sales and May 12, 1999
- -------------------------------------------- Marketing and Director
J. Shane Long
</TABLE>
-3-
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Director May 12, 1999
- --------------------------------------------
James J. Byrne
* Director May 12, 1999
- --------------------------------------------
Dennis G. Sabo
* Director May 12, 1999
- --------------------------------------------
Lawrence E. Wesneski
</TABLE>
*By: /s/ WILLIAM E. OGLE
- --------------------------------------------
William E. Ogle,
Attorney-in-Fact
-4-
|
|