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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000602/0000891618-00-003147/0000891618-00-003147.txt : 20000919
<SEC-HEADER>0000891618-00-003147.hdr.sgml : 20000919
ACCESSION NUMBER:		0000891618-00-003147
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000602
ITEM INFORMATION:		
FILED AS OF DATE:		20000602

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			3DFX INTERACTIVE INC
		CENTRAL INDEX KEY:			0001010026
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7372
]		IRS NUMBER:				770390421
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			0201
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	000-22651
			FILM NUMBER:		648609
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		4435 FORTRAN DR
				CITY:			SAN JOSE
				STATE:			CA
				ZIP:			95134
				BUSINESS PHONE:		4089354400
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		4435 FORTRAN DR
					CITY:			SAN JOSE
					STATE:			CA
					ZIP:			95134
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): June 2, 2000

                             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)


<PAGE>   2
Item 5. Other Events.

        On May 22, 2000, the Registrant issued a press release announcing its
earnings for the first quarter ended April 30, 2000. A copy of such press
release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.


                                    SIGNATURE


      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 thereunto duly authorized.


Date: June 2, 2000                        By:  /s/ David Zacarias
                                             -----------------------
                                             David Zacarias
                                             Vice President, Administration and
                                             Chief Financial Officer


<PAGE>   3

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
No.               Description
- -------           -----------
<S>               <C>
99.1              Press Release, dated May 22, 2000.
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EX-99.1
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1

3DFX INTERACTIVE ANNOUNCES RESULTS FOR QUARTER ENDED APRIL 30, 2000

SAN JOSE, Calif., May 23/PRNewswire/ -- 3dfx Interactive(R) Inc. (Nasdaq: TDFX
- - news) today announced financial results for the quarter ended April 30, 2000,
which is the first quarter of the company's fiscal year 2001. 3dfx is a global
leader in developing silicon chips and board-level solutions for personal
computers to accelerate and improve the visual quality of 3D graphics imaging.
The company's products are marketed under the Voodoo brand name.

Revenues for the quarter ended April 30, 2000 were $108.6 million, which
compares to $40.4 million in the same quarter last year. The increase in
revenues was primarily attributed to the sales of board-level products as
opposed to chip-level products for the same time one year ago. The gross profit
for the quarter was $26.4 million or 24.3 percent of sales, compared to $14.2
million or 35.2 percent of sales in the same quarter last year, and the gross
margin decrease was due to product mix changes. The gross margin for the fiscal
2001 first quarter, however, represented a significant improvement over the
prior quarter's gross margin of 11.6%.

"The results were in line with our expectations, and we feel positive about
our operating improvements particularly compared to the previous quarter,"
stated Alex Leupp, president and CEO. Leupp further noted that the company had
successfully executed on its plan to reduce operating expenses by approximately
10 percent from $39.2 million in the fourth quarter of 2000 to $35.7 million in
first quarter of 2001.

Research and development expenses increased from $11.8 million in the first
quarter of 2000 to $16.6 million in the first quarter this year. The difference
was due primarily to increases in R&D personnel and the acquisition of STB
Systems, Inc. in May 1999. Leupp said R&D expenses should increase in
coming quarters because of the company's aggressive efforts to incorporate the
GigaPixel technology.

Selling, general and administrative (SG&A) expenses increased from $6.6 million
in the first quarter of last year to $19.1 million in the first quarter of the
current year. The increase was primarily due to the acquisition of STB Systems,
Inc.

The operating loss before goodwill and taxes was $9.3 million, compared to $4.1
million in the same quarter last year. The net loss was $12.4 million or $0.51
per share compared to a net loss of $2.2 million or $0.14 per share for the
first quarter fiscal year 2000. The fiscal 2001 first quarter results were
calculated on the basis of 24,510,000 shares outstanding; in the comparable
period last year per


<PAGE>   2
share results were computed on the basis of 15,768,000 basic shares. The
increase in shares outstanding was primarily attributable to the STB
acquisition.

Leupp concluded, "Our clear and immediate goal is to return to profitability
and then move on with the task of obtaining significant growth by developing
new markets for our 3D chips. To that end, we have begun to quickly integrate
the personnel and technology of GigaPixel, whose acquisition we announced in
March 2000."

Conference Call Later Today

Leupp said that he would discuss the Company's current prospects, the actions
recently initiated, and future prospects during a conference call for investors
scheduled at 4:30 p.m. EDT (1:30 p.m. PDT). Interested investors can listen by
logging in to www.3dfx.com/earnings or www.vcall.com. Additionally, registered
users can log into www.streetfusion.com. The conference call will be archived on
all three web sites. A taped replay will be available at 1-888-843-8996,
passcode 2343472.

About 3dfx Interactive, Inc.

3dfx Interactive is leading the 3D multimedia revolution in personal computers
and consumer products. With its patented and award-winning graphics accelerator
chips, boards and software, 3dfx provides the technology to create high-impact
visual experiences. The Company is recognized worldwide for its ability to
bring the world's finest games, educational content, interactive entertainment
and media-rich business applications to life. 3dfx products are available in
retail stores worldwide, and through leading PC makers including Compaq, Dell,
Gateway.3dfx has headquarters in San Jose, Calif., with engineering and
manufacturing facilities in Richardson, Texas, and Juarez, Mexico. The Company
also operates www.3dfxgamers.com, the premier online community for Voodoo
owners and enthusiasts. 3dfx Interactive is available on the Web at
http://www.3dfx.com.

This document may contain forward-looking statements that are inherently
subject to risks and uncertainties. The words "estimate," "project," "intend,"
"expect," "believe," and similar expressions are intended to identify
forward-looking statements. The Company's actual results could differ
materially from those currently anticipated due to a number of factors,
including, but not limited to, technical or manufacturing or distribution
issues, the competitive environment for the Company's products, the timing of
new orders, the degree of market penetration of the Company's new products, and
other factors set forth in reports and other documents filed by Company with the
Securities and Exchange Commission from time to time.

3dfx Interactive is a registered trademark of 3dfx Interactive and Voodoo4 and
Voodoo5 are trademarks of 3dfx Interactive. All other names may be trademarks
of their respective holders.

                             3DFX INTERACTIVE, INC.

                             CONDENSED CONSOLIDATED
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                April 30,       January 31,
                                                  2000             2000
                                                ---------       -----------
<S>                                             <C>             <C>
Assets:
   Cash and cash equivalents                    $ 44,684         $ 41,818
   Short-term investments                         12,986           24,012
   Accounts receivable, net                       65,479           66,160
   Inventory                                      51,179           45,065
   Other current assets                           15,951           28,407
      Total current assets                       190,279          205,462
   Property and equipment, net                    37,041           40,269
</TABLE>
<PAGE>   3

<TABLE>
<S>                                      <C>            <C>

  Intangibles                              11,066         12,942
  Goodwill                                 31,595         32,709
  Other assets                              8,675          4,729
                                         $278,656       $296,111

Liabilities and Shareholders' Equity:
  Short-term debt                         $25,000        $25,000
  Accounts payable                         60,503         60,879
  Accrued liabilities                      18,758         20,285
  Current portion of capitalized
    lease obligations                       1,314            732
      Total current liabilities           105,575        106,996
  Other long term liabilities               1,029          1,881
Shareholders' equity:
  Common stock                            249,493        251,883
  Warrants                                    242            242
  Deferred compensation                       (51)          (172)
  Unrealized gain on equity securities       (782)         1,844
  Accumulated deficit                     (76,850)       (66,563)
      Total shareholders' equity         $278,656       $296,111
</TABLE>


                             CONDENSED CONSOLIDATED
                            STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)


<TABLE>
<CAPTION>
                                                Three Months Ended
                                            --------------------------
                                            April 30,        April 30,
                                              2000             1999
                                            --------         ---------
<S>                                         <C>              <C>

Revenues                                    $108,578         $40,444
Cost of revenues                              82,167          26,190
  Gross profit                                26,411          14,254

Operating expenses:
  Research and development                    16,557          11,756
  Selling, general and administrative         19,125           6,620
  Amortization of goodwill and intangibles     3,830              --
    Total operating expenses                  39,512          18,376

Income (loss) from operations                (13,101)         (4,122)
Interest and other income (expense), net         (45)            911
Income (loss) before income taxes            (13,146)         (3,211)
Provision (benefit) for income taxes            (715)         (1,027)
Net income (loss)                           $(12,431)        $(2,184)

Net income (loss) per share
  Basic                                     $  (0.51)        $ (0.14)
  Diluted                                   $  (0.51)        $ (0.14)
Shares used in net income (loss) per
  share calculations
  Basic                                       24,510          15,768
  Diluted                                     24,510          15,768
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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