1 As filed with the Securities and Exchange Commission on May 17, 1999 Registration No. 33-89464 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STB SYSTEMS, INC. (Exact name of registrant as specified in its charter) TEXAS 76-1855896 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3400 WATERVIEW PARKWAY RICHARDSON, TEXAS 75080 (Address of Principal Executive Offices) (Zip Code) STB SYSTEMS, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full Title of the Plan) WILLIAM E. OGLE CHIEF EXECUTIVE OFFICER STB SYSTEMS, INC. 3400 WATERVIEW PARKWAY RICHARDSON, TEXAS 75080 (972) 234-8750 (Name, address and telephone number, including area code, of agent for service) WITH COPIES TO: JOHN MCKNIGHT, ESQ. LOCKE LIDDELL & SAPP LLP 2200 ROSS AVENUE, SUITE 2200 DALLAS, TEXAS 75201 (214) 740-8000 ================================================================================ 2 STB SYSTEMS, INC. Deregistration of Unissued Shares of Common Stock Pursuant to its Registration Statement on Form S-8 (No. 33-89464) (the "Registration Statement"), STB Systems, Inc., a Texas corporation (the "Company"), registered 225,000 shares of its common stock, $.01 par value per share, (as adjusted for a three-for-two stock split on July 17, 1997 and a three-for-two stock split on February 20, 1998) (the "Common Stock"), for issuance under the Company's Stock Option Plan for Non-Employee Directors. This Post-Effective Amendment No. 1 is being filed solely for the purpose of removing from registration 225,000 shares of Common Stock relating to the shares that were registered but not issued as of May 12, 1999, the effective date of the merger of the Company with and into 3Dfx Interactive, Inc. Accordingly, the Company hereby removes from registration such 225,000 shares of Common Stock. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richardson, State of Texas, on May 12, 1999. STB Systems, Inc. By: /s/ WILLIAM E. OGLE -------------------------------------- William E. Ogle, Chairman of the Board of Directors and Chief Executive Officer -3- 4 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURES TITLE DATE ---------- ----- ---- /s/ WILLIAM E. OGLE Chief Executive Officer and - -------------------------------------------- Chairman of the Board (Principal May 12, 1999 William E. Ogle Executive Officer) * Executive Vice President, Chief - -------------------------------------------- Operating Officer, Assistant May 12, 1999 Randall D. Eisenbach Secretary and Director * Chief Financial Officer, Vice - -------------------------------------------- President of Strategic Marketing May 12, 1999 James L. Hopkins and Director (Principal Financial Officer) * Vice President of Administration - -------------------------------------------- General Counsel, Secretary and May 12, 1999 Bryan F. Keyes Treasurer /s/ T. GREG DEWITT Director of Accounting - -------------------------------------------- (Principal Accounting Officer) May 12, 1999 T. Greg Dewitt * Vice President of Sales and - -------------------------------------------- Marketing and Director May 12, 1999 J. Shane Long * Director - -------------------------------------------- May 12, 1999 James J. Byrne /s/ DENNIS G. SABO Director - -------------------------------------------- May 12, 1999 Dennis G. Sabo * Director - -------------------------------------------- May 12, 1999 Lawrence E. Wesneski *By: /s/ WILLIAM E. OGLE - -------------------------------------------- William E. Ogle, Attorney-in-Fact