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Technology Stocks : S3 (A LONGER TERM PERSPECTIVE) -- Ignore unavailable to you. Want to Upgrade?

To: Jay Hartzok who wrote (12578)	1/22/1999 12:04:00 PM
From: Doug Simpson	Respond to of 14577

I confirmed this on the SEC site, filed Jan 20, 1999. Here is another excerpt. > PROPOSALS TO AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK The Board of Directors has approved the following proposal: an increase in the number of authorized shares of Common Stock, par value $0.0001 per share ("Common Stock"). If the proposal is approved by the stockholders, the Company's Restated Certificate of Incorporation will be amended to increase the number of authorized shares of Common Stock to 120,000,000. PROPOSAL 1 Proposed Amendment to Increase the Number of Authorized Shares of Common Stock The Board of Directors has approved the amendment of Article IV of the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 70,000,000 to 120,000,000. The Board of Directors recommends that the Company's stockholders approve this amendment. The Board of Directors believes that it is in the Company's best interests to increase the number of authorized shares of Common Stock in order to have additional authorized but unissued shares available for issuance to meet business needs as they arise. The Board of Directors believes that the availability of such additional shares will help the Company attract and retain talented employees through the grant of stock options and other stock-based incentives. The Board of Directors also believes that the availability of such shares will provide the Company with the flexibility to issue Common Stock for other proper corporate purposes which may be identified by the Board of Directors in the future, such as stock splits, stock dividends, financings or acquisitions. The issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and, for a person who does not purchase additional shares to maintain his or her pro rata interest, on a stockholder's percentage voting power. The Board of Directors does not recommend this proposed amendment with the intent to use the ability to issue additional Common Stock to discourage tender offers or takeover attempts. However, the availability of authorized Common Stock for issuance could render more difficult or discourage a merger, tender offer, proxy contest or other attempt to obtain control of the Company. Neither the management of the Company nor the Board of Directors is aware of any existing or planned effort on the part of any party to accumulate material amounts of Common Stock or to acquire control of the Company by means of merger, tender offer, proxy contest or otherwise, or to change the Company's management, nor is the Company aware of any offer by any person to acquire any material amount of Common Stock or assets of the Company. Of the 70,000,000 shares of Common Stock currently authorized for issuance, approximately 18,300,000 shares are unissued but all of such shares are reserved for issuance pursuant to the Company's stock option and purchase plans or for issuance upon conversion

To: Jay Hartzok who wrote (12578)	1/22/1999 12:55:00 PM
From: Don Earl	Read Replies (1) \| Respond to of 14577

Hi All, I sure hope everyone is bright enough to vote against this. It's about time for S3 to start buying shares on the open market for stock incentive programs (ie voting to give board members huge blocks of stock at our expense). This is a railroad job to try to push through a plan to decrease share holder value on short notice. If it wasn't, they would have waited for the annual meeting. Regards, Don