-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tb3cUNFsDfX/vRgNZLoFCHD5c+9odRf8yYeOdM1gLCIbiiei7MlpO6aGuzAtWMwN pAfA9zx6Q+fkmgTt2mQjBw== 0000912057-00-020813.txt : 20000503 0000912057-00-020813.hdr.sgml : 20000503 ACCESSION NUMBER: 0000912057-00-020813 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: S3 INC CENTRAL INDEX KEY: 0000850519 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770204341 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44099 FILM NUMBER: 616308 BUSINESS ADDRESS: STREET 1: 2841 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4155888000 MAIL ADDRESS: STREET 1: 2801 MISSION COLLEGE BOULEVARD STREET 2: P.O. BOX 58058 CITY: SANTA CLARA STATE: CA ZIP: 95052-8058 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIA TECHNOLOGIES INC CENTRAL INDEX KEY: 0001107212 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 533 CHUNG CHANG RD STREET 2: HIGH TISU TAIPEI TAIWAN BUSINESS PHONE: 5106833300 MAIL ADDRESS: STREET 1: 85 533 CHUNG CHANG RD STREET 2: HIGH TISU TAIPEI TAIWAN SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)(1) S3 Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, par value $0.0001 - -------------------------------------------------------------------------------- (Title of Class of Securities) 784849101 - -------------------------------------------------------------------------------- CUSIP Number Wen-Chi Chen with a copy to: VIA Technologies, Inc. Sarah A. O'Dowd 8F, No. 553 Chung-Cheng Road Heller Ehrman White & McAuliffe Hsing-Tien, Taipei 525 University Avenue Taiwan Palo Alto, California 94301 886-2-2218-5452 (650) 324-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 10, 2000 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / / NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - -------------------------------------------------------------------------------- - ------------------------------------- (1) 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 the 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 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). CUSIP NO. 784849101 13D Page 2 of 6 pages - -------------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSONS VIA Technologies, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Taiwan - -------------------------------------------------------------------------------- NUMBER OF 7) SOLE VOTING POWER 3,000,000 shares SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY 8) SHARED VOTING POWER 13,198,000 shares EACH REPORTING -------------------------------------------------------------- PERSON WITH 9) SOLE DISPOSITIVE POWER 3,000,000 shares -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 13,198,000 shares - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,198,000 shares - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- CUSIP NO. 784849101 13D Page 3 of 6 pages This Amendment No. 1 ("Amendment No. 1") is being filed by VIA Technologies, Inc., a Taiwan corporation ("VIA"), on behalf of the Reporting Persons identified in Item 2 of the Schedule 13D filed on February 24, 2000 by VIA (the "Original Schedule 13D") pursuant to the Agreement of Joint Filing attached as Exhibit 2 to the Original Schedule 13D, and amends and supplements the Original Schedule 13D. This Amendment No. 1 relates to shares of common stock, par value $0.0001 per share ("Common Stock") of S3 Incorporated, a Delaware corporation (the "Issuer"). Except as amended and supplemented hereby, the statements contained in the Original Schedule 13D, as heretofore filed with the Securities and Exchange Commission, are hereby reaffirmed and shall remain in effect. CUSIP NO. 784849101 13D Page 4 of 6 pages Item 4. PURPOSE OF TRANSACTION. The second and third paragraphs of Item 4 of the Original Schedule 13D are hereby deleted and replaced in their entirety with the following: On April 10, 2000, VIA entered into an Investment Agreement (the "Agreement") with the Issuer regarding the formation of a new joint venture, which will acquire certain of the assets of the Issuer's graphics chip business for approximately $319.5 million to be paid over three years. The Agreement also provides that VIA or its designee, on or before the closing, which is tentatively scheduled for June 30, 2000, will acquire 3,000,000 shares of the Issuer's Common Stock at $17.875 per share. The Agreement contains customary closing conditions, including expiration of the Hart-Scott-Rodino ("HSR") waiting period. At the closing, the Amended and Restated Investor Rights Agreement, dated as of February 18, 2000 attached as Exhibit 5 to the Original Schedule 13D, will be amended to include the shares acquired by VIA or its designee. In addition, Mr. Wen-Chi Chen, the President and Chief Executive Officer of VIA, will be elected to the Board of Directors of the Issuer, and the Issuer has committed to nominate Mr. Chen, or a substitute designee by VIA, for reelection to the Board of Directors at its annual meeting of stockholders in 2001. None of the aforesaid shares of Common Stock will be acquired until the HSR waiting period expires or early termination of such period is granted by the appropriate governmental authorities. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Original Schedule 13D is hereby amended and replaced in its entirety with the following: The number of shares of Common Stock issued and outstanding and the percentage calculation resulting therefrom in this Schedule are based on the number of shares of Common Stock reported as outstanding as of March 1, 2000 in the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 30, 2000. VIA, VIABASE, Timtech and Mr. Chen disclaim responsibility for the accuracy of the number of shares of Common Stock issued and outstanding and the resulting percentage calculations. CUSIP NO. 784849101 13D Page 5 of 6 pages VIA beneficially owns 3,000,000 shares of Common Stock and indirectly and beneficially owns 13,198,000 shares of Common Stock (including 12,125,000 shares owned by VIABASE and 1,073,000 shares owned by Timtech), representing approximately 17.4% of the Issuer's outstanding shares of Common Stock. VIABASE directly owns 12,125,000 shares of Common Stock, representing approximately 13.5% of the Issuer's outstanding shares of Common Stock. Timtech directly owns 1,073,000 shares of Common Stock, representing approximately 1.2% of the Issuer's outstanding shares of Common Stock. Because Mr. Chen is the sole shareholder, officer and director of Timtech, he is the beneficial owner of Timtech's shares of Common Stock. VIA, Timtech and Mr. Chen have shared voting and dispositive power with respect to 1,073,000 shares, and VIA and VIABASE have shared voting and dispositive power with respect to 12,125,000 shares. VIABASE disclaims any beneficial interest in the Common Stock owned by Timtech. Timtech and Mr. Chen disclaim any beneficial interest in the Common Stock owned by VIABASE or beneficially owned by VIA. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Original Schedule 13D is hereby amended and replaced in its entirety with the following: See Item 4. Page 6 of 6 pages SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 28, 2000 VIA TECHNOLOGIES, INC. By: /s/ Jonathan Chang ------------------------------- Name: Jonathan Chang ------------------------------- Title: Director -- Operations ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----