-----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, FtFTczUltBZNtBEozWk9dCzE3q4ZEF7YzbrmhhxeAJNXfDu9DjYVrtIrO0oGcf2t OJLzlJ8TtzDNy6kwmOgzPw== 0000950008-99-000021.txt : 19990208 0000950008-99-000021.hdr.sgml : 19990208 ACCESSION NUMBER: 0000950008-99-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990205 EFFECTIVENESS DATE: 19990205 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: SEC FILE NUMBER: 333-71869 FILM NUMBER: 99522528 BUSINESS ADDRESS: STREET 1: 2801 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 5, 1999. Registration No. 333-____ - -------------------------------------------------------------------------------- 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.) 2841 Mission College Boulevard Santa Clara, California 95054 ------------------------------ ------------------------------ (Address of Principal (Zip Code) Executive Offices) 1989 STOCK PLAN OF S3 INCORPORATED -------------------------------------------------- (Full title of the plan) Copy to: KENNETH F. POTASHNER JORGE A. DEL CALVO President and Chief Executive Officer KAREN A. DEMPSEY S3 Incorporated Pillsbury Madison & Sutro LLP 2841 Mission College Boulevard P.O. Box 7880 Santa Clara, California 95054 San Francisco, CA 94120 (408) 588-8000 (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 6,180,776 $8.0625 $49,832,506 $13,853.44 - ------------------------------------------------------------------------------------------------------------------------------------ Rights to purchase Preferred Stock(3) ______ N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------------------------ Total Registration Fee N/A N/A N/A $13,853.44 - ------------------------------------------------------------------------------------------------------------------------------------ (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 February 3, 1999. (3) Associated with the Common Stock are Rights to purchase Preferred Stock that will not be exercisable or evidenced separately from the Common Stock prior to the occurrence of certain events. ----------------- The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933, as amended. - ------------------------------------------------------------------------------------------------------------------------------------
-1- 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 Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 18, 1998, File No. 333-48189, is hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Registrant (File No. 0-21126) with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1998; and (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. 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). -2- 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 authorized, in the City of Santa Clara, State of California, on February 5, 1999. S3 INCORPORATED By /s/ Kenneth F. Potashner ------------------------------------- Kenneth F. Potashner President and Chief Executive Officer (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth F. Potashner, Terry N. Holdt and Walter D. Amaral, and each of them his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration 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, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may 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 dates indicated.
Name Title Date ---- ----- ---- /s/ Kenneth F. Potashner President and Chief Executive February 5, 1999 - ----------------------------------------------- ---------------- Kenneth F. Potashner (Principal Executive Officer) and Chairman of the Board /s/ Walter D. Amaral Senior Vice President and Chief February 5, 1999 - ----------------------------------------------- ---------------- Walter D. Amaral Financial Officer (Principal Financial and Accounting Officer) /s/ Terry N. Holdt Director and Vice Chairman of the February 5, 1999 - ---------------------------------------------- ---------------- Terry N. Holdt Board
-3- /s/ Ronald T. Yara Director February 5, 1999 - ---------------------------------------------- ---------------- Ronald T. Yara /s/ John C. Colligan Director February 5, 1999 - ---------------------------------------------- ---------------- John C. Colligan Director ___________, 1999 - ---------------------------------------------- Robert P. Lee Director ___________, 1999 - ---------------------------------------------- Carmelo J. Santoro
-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). -5- EX-5.1 2 OPINION LETTER EXHIBIT 5.1 PILLSBURY MADISON & SUTRO LLP 235 Montgomery Street San Francisco, CA 94104 Tel: (415) 983-1000 February 5, 1999 S3 Incorporated 2841 Mission College Boulevard Santa Clara, CA 95054 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 6,180,776 shares of the Company's Common Stock (the "Stock Plan Common Stock") issuable pursuant to the Company's Amended and Restated 1989 Stock Plan (the "Stock Plan"), it is our opinion that (i) when and if the Company's Restated Certificate of Incorporation is duly amended to increase the authorized shares of the Company's Common Stock from 70,000,000 to 120,000,000 and (ii) when and if the Stock Plan Common Stock is issued and sold in accordance with the Stock Plan, the Stock Plan Common Stock will be validly 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 E-01976 -6- EX-23.1 3 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of S3 Incorporated on Form S-8 of our report dated January 23, 1998, appearing in the Annual Report on Form 10-K of S3 Incorporated for the year ended December 31, 1997. /s/ DELOITTE & TOUCHE LLP San Jose, California February 4, 1999 -7- -----END PRIVACY-ENHANCED MESSAGE-----