-----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, LRgyDwZ3yyGLXweWsjfhAeexCyQ+FKM0vu1p39EyLtzyCuXAs2botUvX+pWzl9cD N5VaYMmNYZ/hDYkmV17hiA== 0000850519-96-000015.txt : 19961120 0000850519-96-000015.hdr.sgml : 19961120 ACCESSION NUMBER: 0000850519-96-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961115 EFFECTIVENESS DATE: 19961115 SROS: NASD FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16211 FILM NUMBER: 96667572 BUSINESS ADDRESS: STREET 1: 2770 SAN TOMAS EXPWY CITY: SANTA CLARA STATE: CA ZIP: 95052-0858 BUSINESS PHONE: 4089805400 MAIL ADDRESS: STREET 1: PO BOX 58058 CITY: SANTA CLARA STATE: CA ZIP: 95052-0858 S-8 1 1 As filed with the Securities and Exchange Commission on November 15, 1996. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 S3 INCORPORATED (Exact name of registrant as specified in its charter) Delaware 77-0204341 ______________________________ ______________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2770 San Tomas Expressway Santa Clara, California 95051-0968 ______________________________ ______________________________ (Address of Principal (Zip Code) Executive Offices) Incentive Compensation Plan for Floreat Employees __________________________________________________ (Full title of the plan) Copy to: GARY J. JOHNSON JORGE A. DEL CALVO President and Chief Executive Officer KAREN A. DEMPSEY S3 Incorporated Pillsbury Madison & Sutro LLP 2770 San Tomas Expressway P.O. Box 7880 Santa Clara, California 95051-0968 San Francisco, CA 94120 (408) 980-5400 (415) 983-1000 ______________________________ ______________________________ (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Amount Proposed Maximum Proposed Amount of Securities To To Be Offering Price Maximum Aggregate Registration Be Registered Registered(1) per Share(2) Offering Price(1) Fee Common Stock, $.0001 par value 99,071 shares $20.6875 $2,049,531.31 $621.07 (1) Calculated pursuant to General Instruction E on Form S-8. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices as reported on the Nasdaq National Market on November 11, 1996. _________________ The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. 2 INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on August 17, 1995, File No. 33-9630, is hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K (File No. 0-21126) for the fiscal year ended December 31, 1995, which contains, among other things, the consolidated financial statements of Registrant and certain supplementary data for the fiscal year ended December 31, 1995 together with the report thereon of Deloitte & Touche LLP, independent auditors. (2) The Registrant's Quarterly Reports on Form 10-Q (File No. 0-21126) for the quarters ended March 31, June 30 and September 30, 1996; the Registrant's Current Report on Form 8-K (File No. 0-21126), filed on September 18, 1996. (3) The description of Registrant's common stock contained in the Registrant's Registration Statement on Form 8-A, filed on January 21, 1993. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 autho rized, in the City of Santa Clara, State of California, on November 11, 1996. S3 INCORPORATED By /S/ GARY J. JOHNSON Gary J. Johnson President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gary J. Johnson and George A. Hervey, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of sub stitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Regis tration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date /S/ GARY J. JOHNSON President, Chief November 11, 1996 Gary J. Johnson Executive Officer (Principal Executive Officer) and Director /S/ GEORGE A. HERVEY Senior Vice President, November 11, 1996 George A. Hervey Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /S/ DIOSDADO P. BANATAO Chairman of the Board November 11, 1996 Diosdado P. Banatao Terry N. Holdt Vice Chairman of the Board /S/ RONALD T. YARA Senior Vice President, November 11, 1996 Ronald T. Yara Strategic Marketing and Secretary and Director /S/ JOHN C. COLLIGAN Director November 6, 1996 John C. Colligan /S/ ROBERT P. LEE, Ph.D. Director November 11, 1996 Robert P. Lee, Ph.D. Carmelo J. Santoro, Director Ph.D. 4 INDEX TO EXHIBITS Exhibit Number Exhibit 5.1 Opinion regarding legality of securities to be offered. 23.1 Independent Auditors' Consent. 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see p. 3). EX-5 2 EXHIBIT 5.1 November 13, 1996 S3 Incorporated 2770 San Tomas Expressway Santa Clara, CA 95051 Re: Registration Statement on Form S-8 Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by S3 Incorporated, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 99,071 shares of the Company's Common Stock issuable pursuant to the Company's Incentive Compensation Plan for Floreat Employees (the "Incentive Plan"), it is our opinion that such shares of the Common Stock of the Company, when issued and sold in accordance with the Incentive Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ PILLSBURY MADISON & SUTRO LLP EX-23 3 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of S3 Incorporated on Form S-8 relating to the Incentive Compensation Plan for Floreat Employees of our reports dated January 17, 1996, appearing in the Annual Report on Form 10-K of S3 Incorporated for the year ended December 31, 1995. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP San Jose, California November 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----