To: Mike Learner who wrote (9177 ) 2/2/1998 3:12:00 PM From: Parker Benchley Respond to of 14577
All, S3 INC has filed a Form 424B3 with the United States Securities and Exchange Commission. Click on the following hyperlink to view this filing:freeedgar.com Onward, George PS- Here's the text for your convenience: TYPE: 424B3 SEQUENCE: 1 DESCRIPTION: S3 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3) to Prospectus dated April 18, 1997 Registration No. 333-17519 $103,500,000 S3 INCORPORATED 5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003 and SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF This Prospectus Supplement relates to the resale by the holders (the "Selling Securityholders") of 5 3/4% Convertible Subordinated Notes due 2003 (the "Notes") of S3 Incorporated (the "Company") and the shares of Common Stock, par value $.0001 per share (the "Common Stock"), of the Company issuable upon the conversion thereof (the "Conversion Shares"). This Prospectus Supplement should be read in conjunction with the Prospectus dated April 18, 1997, which is to be delivered with this Prospectus Supplement. All capitalized terms used but not defined in this Prospectus Supplement shall have the meanings given them in the Prospectus. The information in the table appearing under the heading "Selling Securityholders" in the Prospectus is superseded in part by the information appearing in the table below: Number of Principal Amount Percentage of Conversion Shares Percentage of of Notes Notes That Common Stock Name That May be Sold Outstanding May be Sold (1) Outstanding (2) ---- ---------------- ----------- --------------- --------------- Salomon Brothers Inc................... $ 844,000 * 43,912 * ------------ * Less than 1%. (1) Assumes conversion of the full amount of Notes held by such holder at the initial conversion price of $19.22 per share; such conversion price is subject to adjustment as described under "Description of the Notes--Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Notes; cash will be paid in lieu of fractional shares, if any. (2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Securities Exchange Act of 1934 based upon 50,561,707 shares of Common Stock outstanding as of January 29, 1998, and treating as outstanding the number of Conversion Shares shown as being issuable upon the assumed conversion by the named holder of the full amount of such holder's Notes but not assuming the conversion of the Notes of any other holder. -------------------- For a discussion of certain factors that should be considered in connection with an investment in the securities offered hereby, see "Risk Factors" beginning on page 3 of the Prospectus. -------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------- The date of this Prospectus Supplement is February 2, 1998.