-----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, KWGPMdYdakdRMd6+NkNOYrzODgRiB/pGWYZzBuMn3DI91lmDGmKpNl1jR1XMhvwX 7rTOmQuBXGczt+cfLOA0pw== 0001028916-99-000001.txt : 19990218 0001028916-99-000001.hdr.sgml : 19990218 ACCESSION NUMBER: 0001028916-99-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52571 FILM NUMBER: 99544633 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY PARTNERS V CENTRAL INDEX KEY: 0000938395 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 PIPER JAFFRAY TOWER STREET 2: 222 SOUTH NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6126671651 MAIL ADDRESS: STREET 1: SIXTH AND MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479-1026 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 3Dfx Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 885534 10 3 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 in 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 ("Act") 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). 13G CUSIP NO. 885534 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Partners V Tax Identification No. 41-1799874 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 928,834 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 928,834 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 928,834 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 885534 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca Partners V Tax Identification No. 41-1799877 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 928,834 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 928,834 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 928,834 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 885534 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John E. Lindahl Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 936,947 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 936,947 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 936,947 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5% 12) TYPE OF REPORTING PERSON* IN 13G CUSIP NO. 885534 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel J. Haggerty Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 928,834 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 928,834 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 928,834 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4% 12) TYPE OF REPORTING PERSON* IN 13G CUSIP NO. 885534 10 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Still, Jr. Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 928,834 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 928,834 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 928,834 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4% 12) TYPE OF REPORTING PERSON* IN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Item 1(a) Name of Issuer: 3Dfx Interactive, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 4435 Fortran Drive San Jose, CA 95134 Item 2(a) Name of Person Filing: 1. Norwest Equity Partners V 2. Itasca Partners V 3. John E. Lindahl 4. Daniel J. Haggerty 5. George J. Still, Jr. Item 2(b) Address of Principal Business Office: 1. Norwest Equity Partners V 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 2. Itasca Partners V 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 3. John E. Lindahl 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 4. Daniel J. Haggerty 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 5. George J. Still, Jr. 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 This statement is filed by Norwest Equity Partners V on behalf of all of the persons listed above pursuant to Rule 13d-1(c) and Rule 13d-1(f). Norwest Equity Partners V is a Minnesota limited partnership. Itasca Partners V, a Minnesota general partnership, is the general partner of Norwest Equity Partners V. Daniel J. Haggerty, John E. Lindahl and George J. Still, Jr. are the managing partners of Itasca Partners V. Item 2(c) Citizenship: 1. Norwest Equity Partners V: Minnesota 2. Itasca Partners V: Minnesota 3. John E. Lindahl: United States 4. Daniel J. Haggerty: United States 5: George J. Still, Jr.: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 885534 10 3 Item 3 Not Applicable Item 4 Ownership: (1) Norwest Equity Partners V: At December 31, 1997, Norwest Equity Partners V owned 928,834 shares of common stock. This amount represented 7.4% of the total shares of common stock outstanding at that date. Norwest Equity Partners V has no rights to acquire additional shares through the exercise of options or otherwise. (2) Itasca Partners V: At December 31, 1997, Itasca Partners V was deemed to own, by virtue of its affiliation with Norwest Equity Partners V, 928,834 shares of common stock. This amount represented 7.4% of the total shares of common stock outstanding at that date. (3) John E. Lindahl: At December 31, 1997, John E. Lindahl was deemed to own an aggregate of 936,947 shares as follows: (a) 928,834 shares, by virtue of his affiliation with Norwest Equity Partners V. This amount represented 7.4% of the total shares of common stock outstanding at that date, and (b) 8,113 shares held in his individual capacity. This amount represented less than 5% of the total shares of common stock outstanding at that date. (4) Daniel J. Haggerty: At December 31, 1997, Daniel J. Haggerty was deemed to own, by virtue of his affiliation with Norwest Equity Partners V, 928,834 shares of common stock. This amount represented 7.4% of the total shares of common stock outstanding at that date. (5) George J. Still, Jr.: At December 31, 1997, George J. Still, Jr. was deemed to own, by virtue of his affiliation with Norwest Equity Partners V, 928,834 shares of common stock. This amount represented 7.4% of the total shares of common stock outstanding at that date. The persons filing this statement other than Norwest Equity Partners V disclaim beneficial ownership of, and the filing of this shall not be construed as an admission that the persons filing are beneficial owners of, the shares covered by this statement for purposes of Section 13, 14, or 16 of the Act. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8 Identification and Classification of Members of the Group: Not Applicable Item 9 Notice of Dissolution of Group: Not Applicable Item 10 Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 3, 1998 NORWEST EQUITY PARTNERS V By ITASCA PARTNERS V, as general partner By: /s/ John P. Whaley John P. Whaley, Partner AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached shall be filed by Norwest Equity Partners V on its own behalf and on behalf of (a) Itasca Partners, a Minnesota general partnership whose general partner is Norwest Equity Partners V, (b) Robert F. Zicarelli, an individual who is one of the managing partners of Itasca Partners, and (c) Daniel J. Haggerty, an individual who is the other managing partner of Itasca Partners. Dated: February 3, 1998 NORWEST EQUITY PARTNERS V By ITASCA PARTNERS V, as general partner /s/ John P. Whaley John P. Whaley, Partner and Secretary ITASCA PARTNERS /s/ John P. Whaley John P. Whaley, Partner /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Robert R. Zicarelli /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty -----END PRIVACY-ENHANCED MESSAGE-----