3DFX INTERACTIVE, INC. AND STB SYSTEMS, INC. ANNOUNCE ADJOURNMENT OF
SPECIAL
Meetings
Despite 99 Percent Approval to Date, Additional Shareholder Votes
Required
To Approve Merger
SAN JOSE, Calif. and RICHARDSON, Texas, April 30 /PRNewswire/ --
3dfx Interactive, Inc. (Nasdaq: TDFX) and STB Systems, Inc. (Nasdaq:
STBI) today each announced that the special meeting of shareholders
called to approve the acquisition of STB Systems by 3dfx Interactive
has been adjourned. The STB meeting has been adjourned until
Wednesday, May 5, 1999, at 3 p.m. (CST) at STB's headquarters. The
3dfx meeting has been adjourned until Wednesday, May 12, 1999 at 1:00
p.m. (PST) at 3dfx Interactive's headquarters. Both meetings were
adjourned for the purpose of soliciting additional votes for approval
of the merger. The approval of the merger requires a vote of 50
percent of the outstanding shares of 3dfx and 66 2/3 percent of the
outstanding shares of STB. The companies expect to press forward with
their plans to integrate their businesses after the merger and do not
believe that this postponement will have any material operational or
financial impact.
"We knew when we mailed the proxy materials 11 days ago that there were
significant logistical challenges to receiving enough proxy votes by
April 30," said Greg Ballard, CEO of 3dfx. "These logistical
challenges proved to be insurmountable in this short period of time.
Of the votes we have received, an overwhelming majority are in favor of
the merger. We are encouraging all shareholders to submit their votes
so that a sufficient number are received."
"It is very important for all shareholders of both companies,
irrespective of how many shares they may own, to submit their vote,"
added William Ogle, CEO of STB Systems. "We are encouraging everyone
to vote as soon as possible by calling the toll-free number provided in
their proxy materials, their broker, or their broker's proxy
department. If shareholders have not yet received or have misplaced
their proxy, they should call their broker or their broker's proxy
department to request the necessary documents."
Proxy materials in connection with the special meetings were first
mailed on Monday, April 19, 1999 to shareholders of record of 3dfx
Interactive as of March 26, 1999 and to shareholders of record of STB
Systems as of March 30, 1999. Under the terms of the merger, first
announced Dec. 14, 1998, STB Systems shareholders will receive 0.65 of
a share of 3dfx Interactive common stock for each share of STB Systems
common stock.
The merger remains subject to approval by the shareholders of both 3dfx
Interactive and STB Systems, as well as to other customary conditions
of closing. If the shareholders of both companies approve the merger
at the adjourned meetings, it is expected that the merger will close as
soon as practicable thereafter. Shareholders who have already given a
proxy may revoke it at anytime in accordance with the instructions
contained in the Joint Proxy Statement/Prospectus delivered to
shareholders. |
