-----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, GAXeFytwuBkNu9ro9uhd1CjLyvgDkUzkNLQ7LQX8UTCkgaEDdpS4+liDfhYLVFY6 1pM5YY387WefiaOEdQic8A== 0000891618-01-500533.txt : 20010504 0000891618-01-500533.hdr.sgml : 20010504 ACCESSION NUMBER: 0000891618-01-500533 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010418 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3DFX INTERACTIVE INC CENTRAL INDEX KEY: 0001010026 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770390421 STATE OF INCORPORATION: CA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22651 FILM NUMBER: 1621407 BUSINESS ADDRESS: STREET 1: 4435 FORTRAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089354400 MAIL ADDRESS: STREET 1: 4435 FORTRAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 f72081e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): APRIL 18, 2001 3DFX INTERACTIVE, INC. (Exact name of registrant as specified in charter) CALIFORNIA 000-22651 77-0390421 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
4435 FORTRAN DRIVE SAN JOSE, CALIFORNIA 95134 (Address of principal executive offices) (408) 935-4400 (Registrant's telephone number, including area code) 2 Item 2. Acquisition or Disposition of Assets. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein involve risks and uncertainties, including without limitation those related to the ability of 3dfx Interactive, Inc., a California corporation ("3dfx"), to achieve the anticipated benefits of the closing of its asset sale transaction with NVIDIA Corporation, a Delaware corporation ("NVIDIA"), and NVIDIA US Investment Company, a Delaware corporation and an indirect subsidiary of NVIDIA ("Acquisition Sub") pursuant to the Asset Purchase Agreement dated as of December 15, 2000, by and among such parties (the "Asset Purchase Agreement"). Actual results and developments may differ materially from those described or incorporated by reference in this Report. For more information about 3dfx and risks arising when investing in or holding shares of 3dfx, investors are directed to 3dfx's most recent filings with the Securities and Exchange Commission. In connection with the liquidation and winding up of the business of 3dfx, on April 18, 2001, the parties closed certain transactions under the Asset Purchase Agreement and Acquisition Sub made a closing cash payment of $55,000,000 and acquired certain specified assets relating to the graphics chip business of 3dfx. In addition, following the closing 3dfx and NVIDIA caused the pending patent litigation between the parties to be dismissed with prejudice by judicial order dated April 26, 2001. The total cash consideration due at the closing under the terms of the Asset Purchase Agreement was $70 million, as reduced by the $15 million previously delivered by Acquisition Sub to 3dfx under the terms of the Credit Agreement dated December 15, 2000 by and between Acquisition Sub and 3dfx. Following the closing, under the Asset Purchase Agreement, 3dfx may receive part or all of a post-closing cash advance of up to $25 million (the "Post-Closing Advance") upon its request of Acquisition Sub if 3dfx is not in breach of the Asset Purchase Agreement and it has expended all or substantially all of the $70 million cash consideration in payment of its liabilities and determines in good faith that (i) the remaining portion of the cash consideration received by it is not sufficient to pay its remaining liabilities, and (ii) such remaining liabilities could and would be satisfied if 3dfx received the Post-Closing Advance and applied it to the payment of such liabilities, and if Acquisition Sub does not determine in good faith that the requested amount would not permit 3dfx to pay in full its remaining liabilities. In the event Acquisition Sub makes the Post-Closing Advance, the 1,000,000 shares of NVIDIA common stock comprising the remaining consideration otherwise payable to 3dfx under the Asset Purchase Agreement will be reduced by the number of shares equal to the quotient determined by dividing the amount of the Post-Closing Advance by $50.00. If 3dfx does not request a Post-Closing Advance, the 1,000,000 shares of NVIDIA common stock comprising the remaining consideration will be issued to 3dfx, subject to the satisfaction of certain conditions specified in the Asset Purchase Agreement, including 3dfx's certification that it has or will be dissolved. A copy of the press release issued by 3dfx relating to the foregoing matters is attached as an exhibit to this Current Report on Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable. (b) 3dfx will file an amendment to this Current Report on Form 8-K containing pro forma financial information as of January 31, 2001 following completion of its audited financial statements for the fiscal year ended January 31, 2001. (c) Exhibits. 2 3 Exhibit Number Description - -------------- ----------- * 2.1 Asset Purchase Agreement, dated December 15, 2000, by and among 3dfx Interactive, Inc., NVIDIA Corporation and NVIDIA US Investment Company f/k/a Titan Acquisition Corp. 2 (incorporated by reference to Exhibit 2.1 of the Form S-4 Registration Statement filed by NVIDIA Corporation on January 26, 2001 (Registration Number 333-54406)). 99.1 Press Release, dated as of April 19, 2001 by 3dfx Interactive, Inc. 99.2 Letter to 3dfx Interactive, Inc. Shareholders dated May 3, 2001. - ------------- * Incorporated by reference. Item 9. Regulation FD Disclosure. 3dfx is distributing a letter to its shareholders dated May 3, 2001, attached hereto as Exhibit 99.2, advising them in accordance with California law that it has elected and is now in the process of winding up its affairs in the manner required by law. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 3, 2001 3DFX INTERACTIVE, INC. By: /s/ RICHARD A. HEDDLESON ------------------------------------ Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- * 2.1 Asset Purchase Agreement, dated December 15, 2000, by and among 3dfx Interactive, Inc., NVIDIA Corporation and NVIDIA US Investment Company f/k/a Titan Acquisition Corp. 2 (incorporated by reference to Exhibit 2.1 of the Form S-4 Registration Statement filed by NVIDIA Corporation on January 26, 2001 (Registration Number 333-54406)). 99.1 Press Release, dated as of April 19, 2001 by 3dfx Interactive, Inc. 99.2 Letter to 3dfx Interactive, Inc. Shareholders dated May 3, 2001. - ------------- * Incorporated by reference. 4 EX-99.1 2 f72081ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 THURSDAY APRIL 19, 9:26 AM EASTERN TIME PRESS RELEASE 3DFX ANNOUNCES COMPLETION OF SALE OF ASSETS SAN JOSE, Calif.--(BUSINESS WIRE)--April 19, 2001--3dfx Interactive, Inc. (Nasdaq:TDFX - news) today announced that, as part of its effort to wind up its business, it has completed the sale of substantially all of its assets to NVIDIA US Investment Company, a wholly-owned subsidiary of NVIDIA Corporation (Nasdaq:NVDA - news), pursuant to an asset purchase agreement executed by the parties on December 15, 2000. At the closing, NVIDIA US Investment Company paid cash in the net amount of $55 million in accordance with the asset purchase agreement. Subject to 3dfx in the future satisfying certain additional conditions provided for in the asset purchase agreement, NVIDIA US Investment Company will also pay to 3dfx one million shares of Nvidia common stock or a combination of up to $25 million in cash and a lesser number of shares of Nvidia common stock. 3dfx is not yet in a position to announce if, or when, it will be able to satisfy these additional conditions. About 3dfx Interactive 3dfx Interactive, Inc. developed high performance, cost-effective graphics chips, graphics boards, software and related technology that enables an interactive and realistic 3D experience across multiple hardware platforms, but is now in the process of winding up its business. This press release contains forward-looking statements based on current expectations that are inherently subject to risks and uncertainties. The Company's actual results could differ materially from those currently anticipated due to a number of factors, including, but not limited to, those risks identified in the reports and documents filed by the Company with the Securities and Exchange Commission from time to time. - ---------------- Contact: 3dfx Interactive, Inc. Investor and Shareholder Relations, 408/591-3508 EX-99.2 3 f72081ex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 3DFX INTERACTIVE, INC. P.O. BOX 790 ALVISO, CALIFORNIA 95002-0790 May 3, 2001 Dear 3dfx Shareholder: At the special shareholders meeting held on March 27, 2001, the shareholders of 3dfx Interactive, Inc. (the "Company") approved the liquidation, winding up and dissolution of the Company pursuant to a plan of dissolution, as well as an asset sale to NVIDIA US Investment Company, a wholly-owned subsidiary of NVIDIA Corporation ("NVIDIA"), pursuant to an asset purchase agreement. YOU ARE HEREBY NOTIFIED THAT THE COMPANY HAS ELECTED TO WIND UP ITS AFFAIRS AND TO VOLUNTARILY DISSOLVE IN ACCORDANCE TO CHAPTER 19 OF THE CALIFORNIA GENERAL CORPORATION LAW, AND THAT THE CORPORATION IS NOW IN THE PROCESS OF WINDING UP ITS AFFAIRS IN THE MANNER REQUIRED BY LAW. As part of its effort to wind up its affairs, the Company has completed the sale of substantially all of its assets to NVIDIA pursuant to an asset purchase agreement executed by the parties on December 15, 2000. At the closing, NVIDIA paid cash in the net amount of $55 million in accordance with the asset purchase agreement. Subject to the Company in the future satisfying certain additional conditions provided for in the asset purchase agreement, NVIDIA will also pay to the Company one million shares of common stock of NVIDIA Corporation or a combination of up to $25 million in cash and a lesser number of shares of common stock of NVIDIA Corporation. The Company is not yet in a position to announce if, or when, it will be able to satisfy these additional conditions. Please know that I, on behalf of the Company and its Board of Directors, very much appreciate the support that you and other shareholders of the Company have demonstrated. Sincerely, /s/ Richard A. Heddleson Richard A. Heddleson Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----