<SUBMISSION>
<ACCESSION-NUMBER>0000891618-01-500533
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20010418
<ITEMS>2
<ITEMS>7
<ITEMS>9
<FILING-DATE>20010503
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>3DFX INTERACTIVE INC
<CIK>0001010026
<ASSIGNED-SIC>7372
<IRS-NUMBER>770390421
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0201
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-22651
<FILM-NUMBER>1621407
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4089354400
</BUSINESS-ADDRESS>
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<STREET1>4435 FORTRAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>f72081e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): APRIL 18, 2001



                             3DFX INTERACTIVE, INC.
               (Exact name of registrant as specified in charter)


<TABLE>
<S>                                                 <C>                                      <C>
         CALIFORNIA                                   000-22651                                77-0390421
(State or other jurisdiction                        (Commission                              (IRS Employer
     of incorporation)                              File Number)                           Identification No.)
</TABLE>


                               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 2. Acquisition or Disposition of Assets.

         This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including without limitation those related to the ability of 3dfx Interactive,
Inc., a California corporation ("3dfx"), to achieve the anticipated benefits of
the closing of its asset sale transaction with NVIDIA Corporation, a Delaware
corporation ("NVIDIA"), and NVIDIA US Investment Company, a Delaware corporation
and an indirect subsidiary of NVIDIA ("Acquisition Sub") pursuant to the Asset
Purchase Agreement dated as of December 15, 2000, by and among such parties (the
"Asset Purchase Agreement"). Actual results and developments may differ
materially from those described or incorporated by reference in this Report. For
more information about 3dfx and risks arising when investing in or holding
shares of 3dfx, investors are directed to 3dfx's most recent filings with the
Securities and Exchange Commission.

         In connection with the liquidation and winding up of the business of
3dfx, on April 18, 2001, the parties closed certain transactions under the Asset
Purchase Agreement and Acquisition Sub made a closing cash payment of
$55,000,000 and acquired certain specified assets relating to the graphics chip
business of 3dfx. In addition, following the closing 3dfx and NVIDIA caused the
pending patent litigation between the parties to be dismissed with prejudice by
judicial order dated April 26, 2001.

         The total cash consideration due at the closing under the terms of the
Asset Purchase Agreement was $70 million, as reduced by the $15 million
previously delivered by Acquisition Sub to 3dfx under the terms of the Credit
Agreement dated December 15, 2000 by and between Acquisition Sub and 3dfx.

         Following the closing, under the Asset Purchase Agreement, 3dfx may
receive part or all of a post-closing cash advance of up to $25 million (the
"Post-Closing Advance") upon its request of Acquisition Sub if 3dfx is not in
breach of the Asset Purchase Agreement and it has expended all or substantially
all of the $70 million cash consideration in payment of its liabilities and
determines in good faith that (i) the remaining portion of the cash
consideration received by it is not sufficient to pay its remaining liabilities,
and (ii) such remaining liabilities could and would be satisfied if 3dfx
received the Post-Closing Advance and applied it to the payment of such
liabilities, and if Acquisition Sub does not determine in good faith that the
requested amount would not permit 3dfx to pay in full its remaining liabilities.
In the event Acquisition Sub makes the Post-Closing Advance, the 1,000,000
shares of NVIDIA common stock comprising the remaining consideration otherwise
payable to 3dfx under the Asset Purchase Agreement will be reduced by the number
of shares equal to the quotient determined by dividing the amount of the
Post-Closing Advance by $50.00. If 3dfx does not request a Post-Closing Advance,
the 1,000,000 shares of NVIDIA common stock comprising the remaining
consideration will be issued to 3dfx, subject to the satisfaction of certain
conditions specified in the Asset Purchase Agreement, including 3dfx's
certification that it has or will be dissolved.

         A copy of the press release issued by 3dfx relating to the foregoing
matters is attached as an exhibit to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         (a) Not Applicable.
         (b) 3dfx will file an amendment to this Current Report on Form 8-K
             containing pro forma financial information as of January 31, 2001
             following completion of its audited financial statements for the
             fiscal year ended January 31, 2001.
         (c) Exhibits.



                                       2
<PAGE>   3

Exhibit Number          Description
--------------          -----------

   * 2.1          Asset Purchase Agreement, dated December 15, 2000, by and
                  among 3dfx Interactive, Inc., NVIDIA Corporation and NVIDIA US
                  Investment Company f/k/a Titan Acquisition Corp. 2
                  (incorporated by reference to Exhibit 2.1 of the Form S-4
                  Registration Statement filed by NVIDIA Corporation on January
                  26, 2001 (Registration Number 333-54406)).

    99.1          Press Release, dated as of April 19, 2001 by 3dfx
                  Interactive, Inc.

    99.2          Letter to 3dfx Interactive, Inc. Shareholders dated May 3,
                  2001.
-------------
* Incorporated by reference.


Item 9. Regulation FD Disclosure.

         3dfx is distributing a letter to its shareholders dated May 3, 2001,
attached hereto as Exhibit 99.2, advising them in accordance with California law
that it has elected and is now in the process of winding up its affairs in the
manner required by law.


                                       3
<PAGE>   4



                                   SIGNATURES

         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 hereunto duly authorized.

Date:    May 3, 2001

                                        3DFX INTERACTIVE, INC.

                                        By: /s/ RICHARD A. HEDDLESON
                                           ------------------------------------
                                           Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------

   * 2.1          Asset Purchase Agreement, dated December 15, 2000, by and
                  among 3dfx Interactive, Inc., NVIDIA Corporation and NVIDIA US
                  Investment Company f/k/a Titan Acquisition Corp. 2
                  (incorporated by reference to Exhibit 2.1 of the Form S-4
                  Registration Statement filed by NVIDIA Corporation on January
                  26, 2001 (Registration Number 333-54406)).

    99.1          Press Release, dated as of April 19, 2001 by 3dfx
                  Interactive, Inc.

    99.2          Letter to 3dfx Interactive, Inc. Shareholders dated May 3,
                  2001.
-------------
* Incorporated by reference.


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>f72081ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1


THURSDAY APRIL 19, 9:26 AM EASTERN TIME

PRESS RELEASE

3DFX ANNOUNCES COMPLETION OF SALE OF ASSETS

SAN JOSE, Calif.--(BUSINESS WIRE)--April 19, 2001--3dfx Interactive, Inc.
(Nasdaq:TDFX - news) today announced that, as part of its effort to wind up its
business, it has completed the sale of substantially all of its assets to NVIDIA
US Investment Company, a wholly-owned subsidiary of NVIDIA Corporation
(Nasdaq:NVDA - news), pursuant to an asset purchase agreement executed by the
parties on December 15, 2000. At the closing, NVIDIA US Investment Company paid
cash in the net amount of $55 million in accordance with the asset purchase
agreement. Subject to 3dfx in the future satisfying certain additional
conditions provided for in the asset purchase agreement, NVIDIA US Investment
Company will also pay to 3dfx one million shares of Nvidia common stock or a
combination of up to $25 million in cash and a lesser number of shares of Nvidia
common stock. 3dfx is not yet in a position to announce if, or when, it will be
able to satisfy these additional conditions. About 3dfx Interactive 3dfx
Interactive, Inc. developed high performance, cost-effective graphics chips,
graphics boards, software and related technology that enables an interactive and
realistic 3D experience across multiple hardware platforms, but is now in the
process of winding up its business. This press release contains forward-looking
statements based on current expectations that are inherently subject to risks
and uncertainties. The Company's actual results could differ materially from
those currently anticipated due to a number of factors, including, but not
limited to, those risks identified in the reports and documents filed by the
Company with the Securities and Exchange Commission from time to time.

----------------
Contact:
     3dfx Interactive, Inc.
     Investor and Shareholder Relations, 408/591-3508



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>f72081ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.2


                             3DFX INTERACTIVE, INC.
                                  P.O. BOX 790
                          ALVISO, CALIFORNIA 95002-0790

                                   May 3, 2001

Dear 3dfx Shareholder:

         At the special shareholders meeting held on March 27, 2001, the
shareholders of 3dfx Interactive, Inc. (the "Company") approved the liquidation,
winding up and dissolution of the Company pursuant to a plan of dissolution, as
well as an asset sale to NVIDIA US Investment Company, a wholly-owned subsidiary
of NVIDIA Corporation ("NVIDIA"), pursuant to an asset purchase agreement.

         YOU ARE HEREBY NOTIFIED THAT THE COMPANY HAS ELECTED TO WIND UP ITS
AFFAIRS AND TO VOLUNTARILY DISSOLVE IN ACCORDANCE TO CHAPTER 19 OF THE
CALIFORNIA GENERAL CORPORATION LAW, AND THAT THE CORPORATION IS NOW IN THE
PROCESS OF WINDING UP ITS AFFAIRS IN THE MANNER REQUIRED BY LAW.

         As part of its effort to wind up its affairs, the Company has completed
the sale of substantially all of its assets to NVIDIA pursuant to an asset
purchase agreement executed by the parties on December 15, 2000. At the closing,
NVIDIA paid cash in the net amount of $55 million in accordance with the asset
purchase agreement. Subject to the Company in the future satisfying certain
additional conditions provided for in the asset purchase agreement, NVIDIA will
also pay to the Company one million shares of common stock of NVIDIA Corporation
or a combination of up to $25 million in cash and a lesser number of shares of
common stock of NVIDIA Corporation. The Company is not yet in a position to
announce if, or when, it will be able to satisfy these additional conditions.

         Please know that I, on behalf of the Company and its Board of
Directors, very much appreciate the support that you and other shareholders of
the Company have demonstrated.

                                      Sincerely,

                                      /s/ Richard A. Heddleson

                                      Richard A. Heddleson
                                      Chief Financial Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
