1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- Form 11-K ----------- (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to _________ Commission file number 0-25540 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: STB SYSTEMS, INC. 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its prinicipal executive office: STB SYSTEMS, INC. 3400 WATERVIEW PARKWAY RICHARDSON, TEXAS 75080 2 REQUIRED INFORMATION The following financial statements and forms are furnished with this Form 11-K Annual Report for the STB Systems, Inc. 401(k) Savings Plan (the "Plan"): 1. Report of Independent Accountants. 2. Statement of Net Assets Available for Plan Benefits as of December 31, 1998 and 1997. 3. Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1998. 4. Notes to Financial Statements. 5. Item 27a (Schedule of Assets Held for Investment Purposes at December 31, 1998) (Schedule 1). 6. Item 27d (Schedule of Reportable Transactions for the Year Ended December 31, 1998) (Schedule 2). Each of the statements set forth above has been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended. 3 STB SYSTEMS, INC. 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION DECEMBER 31, 1998 AND 1997 4 STB SYSTEMS, INC. 401(k) SAVINGS PLAN INDEX - -------------------------------------------------------------------------------- Page(s) ------- Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Benefits at December 31, 1998 and 1997 3 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1998 4 - 5 Notes to Financial Statements 6 - 11 Supplemental Schedules (Note A): Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes at December 31, 1998 12 Schedule II: Item 27d--Schedule of Reportable Transactions For the Year Ended December 31, 1998 13 Note A: Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 not included herein have been omitted as there were no transactions of the type required to be disclosed in such schedules. 5 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the STB Systems, Inc. 401(k) Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits with fund information present fairly, in all material respects, the net assets available for benefits of the STB Systems, Inc. 401(k) Savings Plan at December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for benefits with fund information is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. Schedules I and II and the fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Dallas, Texas July 12, 1999 2 6 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - -------------------------------------------------------------------------------- DECEMBER 31, -------------------------- 1998 1997 ---------- ----------- ASSETS: Investments - at fair value: Interests in pooled separate accounts: Principal Bond & Mortgage Account $ 77,920 $ 45,928 Principal Stock Index 500 Account 478,245 * 276,104 * Principal Large Company Growth Account 356,538 * 182,694 * Principal Small Company Blend Account 198,108 * 114,830 Principal International Stock Account 177,430 133,399 * Interests in common/collective trusts: Principal Stable Value Fund Account 343,189 * 276,428 * Shares of registered investment companies: T. Rowe Price New Horizons Fund 134,106 73,399 Vanguard Primecap Fund 499,536 * 284,871 * Vanguard Windsor II Fund 302,546 * 183,908 * Vanguard Asset Allocation Fund 379,015 * 244,857 * STB Systems, Inc. common stock 485,903 * 440,168 * New England Guaranteed Interest Contract 36,309 101,358 ---------- ---------- Total investments 3,468,845 2,357,944 ---------- ---------- Participant notes receivable 117,603 30,446 ---------- ---------- Contributions receivable: Participants' 70,832 63,795 Employer's 17,440 16,240 ---------- ---------- Total contributions receivable 88,272 80,035 ---------- ---------- Total assets and net assets available for benefits $3,674,720 $2,468,425 ========== ========== * Represents five percent or more of the Plan's net assets available for benefits. The accompanying notes are an integral part of these financial statements. 3 7 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998 (PAGE 1 OF 2) - -------------------------------------------------------------------------------- PARTICIPANT-DIRECTED / FUND INFORMATION ---------------------------------------------------------------- PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL LARGE MONEY BOND & STOCK COMPANY TOTAL MARKET MORTGAGE INDEX 500 GROWTH PLAN ACCOUNT ACCOUNT ACCOUNT ACCOUNT ----------- ----------- ----------- ----------- ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ (12,633) $ -- $ 4,870 $ 95,971 $ 58,686 Interest 11,216 113 -- -- -- Dividends 19,611 -- -- -- -- ----------- ----------- ----------- ----------- ----------- 18,194 113 4,870 95,971 58,686 ----------- ----------- ----------- ----------- ----------- Contributions: Participants' 1,126,877 -- 25,513 146,188 141,079 Employer's 227,826 -- 6,591 29,444 20,313 ----------- ----------- ----------- ----------- ----------- 1,354,703 -- 32,104 175,632 161,392 ----------- ----------- ----------- ----------- ----------- Loan repayments -- -- 1,867 5,771 5,153 ----------- ----------- ----------- ----------- ----------- Total additions 1,372,897 113 38,841 277,374 225,231 ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Administrative expense 26,577 -- 727 3,549 2,694 Distributions to participants 140,025 -- 9,352 40,701 9,860 Loans -- -- 1,419 20,197 16,900 ----------- ----------- ----------- ----------- ----------- Total deductions 166,602 -- 11,498 64,447 29,454 ----------- ----------- ----------- ----------- ----------- Net increase (decrease) prior to interfund transfers 1,206,295 113 27,343 212,927 195,777 Interfund transfers -- (113) 4,649 (10,786) (21,933) ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 1,206,295 -- 31,992 202,141 173,844 Net assets available for benefits: Beginning of year 2,468,425 -- 45,928 276,104 182,694 ----------- ----------- ----------- ----------- ----------- End of year $ 3,674,720 $ -- $ 77,920 $ 478,245 $ 356,538 =========== =========== =========== =========== =========== PARTICIPANT-DIRECTED / FUND INFORMATION --------------------------------------------- PRINCIPAL SMALL PRINCIPAL PRINCIPAL COMPANY INTERNATIONAL STABLE BLEND STOCK VALUE FUND ACCOUNT ACCOUNT ACCOUNT ----------- ------------- ----------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ (16,401) $ 16,361 $ 16,706 Interest -- -- -- Dividends -- -- -- ----------- ----------- ----------- (16,401) 16,361 16,706 ----------- ----------- ----------- Contributions: Participants' 110,186 67,242 76,557 Employer's 21,735 13,119 10,155 ----------- ----------- ----------- 131,921 80,361 86,712 ----------- ----------- ----------- Loan repayments 3,731 3,183 2,026 ----------- ----------- ----------- Total additions 119,251 99,905 105,444 ----------- ----------- ----------- Deductions from net assets attributed to: Administrative expense 1,614 1,567 2,773 Distributions to participants 10,354 14,725 10,792 Loans 6,788 13,532 24,570 ----------- ----------- ----------- Total deductions 18,756 29,824 38,135 ----------- ----------- ----------- Net increase (decrease) prior to interfund transfers 100,495 70,081 67,309 Interfund transfers (17,217) (26,050) (548) ----------- ----------- ----------- Net increase (decrease) 83,278 44,031 66,761 Net assets available for benefits: Beginning of year 114,830 133,399 276,428 ----------- ----------- ----------- End of year $ 198,108 $ 177,430 $ 343,189 =========== =========== =========== The accompanying notes are an integral part of these financial statements. 4 8 STB SYSTEMS, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998 (PAGE 2 OF 2) - -------------------------------------------------------------------------------- PARTICIPANT-DIRECTED / FUND INFORMATION ------------------------------------------------------------------------------------- NEW T. ROWE VANGUARD STB ENGLAND PRICE NEW VANGUARD VANGUARD ASSET SYSTEMS, INC. GUARANTEED HORIZONS PRIMECAP WINDSOR II ALLOCATION COMMON INTEREST FUND FUND FUND FUND STOCK CONTRACT --------- --------- --------- --------- ------------- --------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 7,910 $ 89,268 $ 31,421 $ 58,419 $(375,844) $ -- Interest -- -- -- -- -- 3,493 Dividends -- 3,439 5,603 10,569 -- -- --------- --------- --------- --------- --------- --------- 7,910 92,707 37,024 68,988 (375,844) 3,493 --------- --------- --------- --------- --------- --------- Contributions: Participants' 53,672 173,829 94,392 87,769 143,413 -- Employer's 10,216 31,056 18,095 19,218 46,684 -- --------- --------- --------- --------- --------- --------- 63,888 204,885 112,487 106,987 190,097 -- --------- --------- --------- --------- --------- --------- Loan repayments 4,297 7,412 3,528 4,353 6,439 -- --------- --------- --------- --------- --------- --------- Total additions 76,095 305,004 153,039 180,328 (179,308) 3,493 --------- --------- --------- --------- --------- --------- Deductions from net assets attributed to: Administrative expense 850 3,239 2,109 2,606 4,849 -- Distributions to participants 3,575 23,144 4,964 8,701 3,857 -- Loans 3,922 14,179 11,322 11,653 2,825 -- --------- --------- --------- --------- --------- --------- Total deductions 8,347 40,562 18,395 22,960 11,531 -- --------- --------- --------- --------- --------- --------- Net increase (decrease) prior to interfund transfers 67,748 264,442 134,644 157,368 (190,839) 3,493 Interfund transfers (7,041) (49,777) (16,006) (23,210) 236,574 (68,542) --------- --------- --------- --------- --------- --------- Net increase (decrease) 60,707 214,665 118,638 134,158 45,735 (65,049) Net assets available for benefits: Beginning of year 73,399 284,871 183,908 244,857 440,168 101,358 --------- --------- --------- --------- --------- --------- End of year $ 134,106 $ 499,536 $ 302,546 $ 379,015 $ 485,903 $ 36,309 ========= ========= ========= ========= ========= ========= PARTICIPANT-DIRECTED / FUND INFORMATION --------------------------------------- PARTICIPANT NOTES CONTRIBUTIONS RECEIVABLE RECEIVABLE ---------- ------------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ -- $ -- Interest 7,610 -- Dividends -- -- --------- --------- 7,610 -- --------- --------- Contributions: Participants' -- 7,037 Employer's -- 1,200 --------- --------- -- 8,237 --------- --------- Loan repayments (47,760) -- --------- --------- Total additions (40,150) 8,237 --------- --------- Deductions from net assets attributed to: Administrative expense -- -- Distributions to participants -- -- Loans (127,307) -- --------- --------- Total deductions (127,307) -- --------- --------- Net increase (decrease) prior to interfund transfers 87,157 8,237 Interfund transfers -- -- --------- --------- Net increase (decrease) 87,157 8,237 Net assets available for benefits: Beginning of year 30,446 80,035 --------- --------- End of year $ 117,603 $ 88,272 ========= ========= The accompanying notes are an integral part of these financial statements. 5 9 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the STB Systems, Inc. 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more comprehensive description of the Plan's provisions. GENERAL The Plan, established in 1991, is a defined contribution plan for all employees of STB Systems, Inc. (the "Company" or "Employer") who have completed one month of eligible service and elect to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). As discussed in Note 6, the Company intends to merge the Plan into the 3dfx 401(k) Plan during 1999. CONTRIBUTIONS Eligible employees may elect to make contributions to the Plan by means of compensation reductions of up to 15% of their compensation. Employees may allocate their contributions to investment options in 1% increments. The Company matches 50% of up to 4% of the employees' compensation reduction contribution. The Company may also make discretionary contributions. During the year ended December 31, 1998, the Company did not make any discretionary contributions. PARTICIPANTS' ACCOUNTS Participants' accounts are credited with the participants' contributions, the Employer's matching contributions and allocations of (a) the Company's discretionary contributions and (b) Plan earnings. The Company's discretionary contribution is allocated based upon the ratio of the eligible participant's compensation to the total compensation for all eligible participants. Plan earnings are allocated based on the ratio of the participant's account balance to the total account balances in the respective investment. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. At December 31, 1998 and 1997, forfeited nonvested accounts totaled $8,051 and $3,610, respectively. These funds are first applied to pay Plan expenses then are used to reduce the Employer's contributions. 6 10 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- VESTING Participants' contributions to the Plan are 100% vested at all times. Employer contributions to the Plan vest as follows: COMPLETED YEARS VESTING OF VESTING SERVICE PERCENTAGE ------------------- ---------- Less than 1 0% 1 20% 2 40% 3 60% 4 80% 5 or more 100% INVESTMENT OPTIONS Contributions are invested, in accordance with participants' elections, in accounts administered by Principal Life Insurance Company (the "Principal"), the Plan's custodian. The following investment alternatives were available under the Plan during the year ended December 31, 1998: o Principal Bond & Mortgage Account. This account invests in intermediate-term fixed-income loans, most of which are bonds and mortgages issued to companies. The account may also invest in publicly traded bonds. o Principal Stock Index 500 Account. This account invests primarily in common stocks of those companies included in the Standard & Poor's 500 Stock Index. o Principal Large Company Growth Account. This account invests in common stocks of large, established companies whose earnings are expected to grow at above average rates. Stocks held in this account are often seasoned companies with competitive advantages. o Principal Large Company Blend Account. This account invests primarily in common stocks of large companies whose capital, earnings, and dividends are expected to grow at above average rates. The account invests in both "growth" and "value" stocks, resulting in a "blend" portfolio. o Principal International Stock Account. This account invests primarily in common stocks of companies located outside of the U.S., mainly in Western Europe and Asia. The account may also occasionally invest in preferred stocks or convertible bonds of these companies. o Principal Stable Value Fund Account. This account invests primarily in insurance contracts issued by insurance companies and investments from other financial institutions which offer stability of principal. 7 11 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- o T. Rowe Price New Horizons Fund. This fund invests primarily in common stocks of small, rapidly growing companies. The fund seeks to invest in a diversified group of emerging growth companies still in the early stages of their life cycle. o Vanguard Primecap Fund. This fund is very diverse and invests primarily in companies with market values between $1 billion and $5 billion. o Vanguard Windsor II Fund. This fund invests mainly in stocks that are considered undervalued relative to their current prices. o Vanguard Asset Allocation Fund. This fund invests in a mix of stocks, long-term U.S. Treasury bonds, and short-term money market instruments. o STB Systems, Inc. common stock. Funds are invested in common stock of the Employer. The New England Guaranteed Interest Contract was a previously available investment option. Current contributions may not be allocated to this account. As discussed in Note 6, during 1999 the investment option under the Plan to invest in STB Systems, Inc. common stock was discontinued as a choice for new investments. Participants may change their investment options daily. PARTICIPANT NOTES RECEIVABLE Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of (a) or (b) below: (a) $50,000 reduced by the highest outstanding balance of loans during the one-year period ending on the day before the new loan is made; (b) The greater of (1) or (2), reduced by (3) below: (1) One-half of the participant's vested account balance; (2) $10,000. (3) Any outstanding loan balance on the date the new loan is made. All loans are required to be repaid within five years. The loans are secured by the balance in the participant's account and bear a reasonable rate of interest as determined by the Loan Administrator. Principal and interest are repaid through payroll deductions. PAYMENT OF BENEFITS In the event of a participant's termination of employment, retirement, disability, or death, the participant or beneficiary receives an amount equal to the vested value of their account in a lump-sum payment. In the event of a participant's termination of employment, the participant may also elect to have the vested portion of the account balance transferred to another plan. 8 12 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- EXPENSES OF ADMINISTERING THE PLAN Forfeitures are applied to pay Plan expenses. Certain transaction costs borne by the Plan are charged to the individual participant who initiated the transaction by reducing his/her account balance. Some costs of administering the Plan are paid by the Company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared in accordance with generally accepted accounting principles. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from these estimates. INVESTMENTS AND INCOME RECOGNITION Investments are stated at fair value. Valuation of investments is based on the last recorded sales price at year-end, as reported by the principal security exchange on which the security is traded. Securities transactions are recorded on a trade-date basis. Interest is recognized on an accrual basis. The Statement of Changes in Net Assets Available for Benefits presents the net appreciation (depreciation) in the fair value of investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) of those investments. TAX STATUS Management of the Company believes that the Plan is qualified under Section 401(a) of the Internal Revenue Code and therefore believes the trust is exempt from taxation under Section 501(a). The Internal Revenue Service granted a favorable letter of determination to the Plan in October 1993. The Plan has been amended since receiving the determination letter. However, management of the Company is unaware of any variations in the operations of the Plan from the terms of the Plan document as amended. PAYMENT OF BENEFITS Benefits are recorded when paid. RECLASSIFICATIONS Certain reclassifications have been made to the amounts reported in the prior year in order to conform to current year presentation. 9 13 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 3. INVESTMENTS Interests in pooled separate accounts and in common/collective trusts and shares of registered investment companies are maintained by the Principal as custodian. Shares of STB Systems, Inc. common stock are maintained by Dain Rauscher as custodian. The New England Guaranteed Interest Contract is maintained by New England Insurance and Investment Company as custodian. 4. RELATED-PARTY TRANSACTIONS Certain Plan investments are interests in pooled separate investment accounts managed by the Principal. The Principal is also the custodian of the Plan. 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of other loans and other receivables on Form 5500 to the financial statements: DECEMBER 31, --------------------- 1998 1997 -------- -------- Per Form 5500 - Other receivables, loans payments not allocated to accounts at December 31 $ 4,065 $ 2,292 Other loans 113,538 28,392 Other -- (238) -------- -------- Per financial statements - Participant notes receivable $117,603 $ 30,446 ======== ======== 10 14 STB SYSTEMS, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The following is a reconciliation of employer's contributions and earnings on investments on Form 5500 to the financial statements: FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------ Per Form 5500 - Employer's contributions $ 296,478 Per financial statements - Interfund transfers from New England Guaranteed Interest Contract (68,542) Other (110) --------- Employer's contribution $ 227,826 ========= Per Form 5500 - Earnings on investments $ (50,468) Per financial statements - Interfund transfers from New England Guaranteed Interest Contract 68,542 Other 120 --------- Investment income $ 18,194 ========= 6. SUBSEQUENT EVENTS On May 13, 1999, the Company merged with 3dfx Interactive, Inc. ("3dfx") and now operates as 3dfx Interactive of Texas. Coincident with the merger, shares of STB Systems, Inc. common stock held in the Plan were exchanged for 3dfx common stock and the investment option under the Plan to invest in STB Systems, Inc. common stock was discontinued as a choice for new investments. Participants with account balances allocated to this investment option at the date of the merger may remain invested in the 3dfx common stock or may divest the 3dfx common stock until further action is taken by the 3dfx Board of Directors. 3dfx has indicated that it intends to merge the Plan into the 3dfx 401(k) Plan during 1999. 3dfx has also granted service credit under the 3dfx 401(k) Plan to any employee eligible to participate in the STB 401(k) Plan immediately prior to the merger date. 11 15 STB SYSTEMS, INC. SCHEDULE I 401(k) SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 - -------------------------------------------------------------------------------- IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT LESSOR OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE COST VALUE - --------------------------------------------- -------------------------------------------------------- ----------- ----------- The Principal Life Insurance Company* Bond & Mortgage Account $ 72,275 $ 77,920 The Principal Life Insurance Company* Stock Index 500 Account 382,754 478,245 The Principal Life Insurance Company* Large Company Growth Account 291,229 356,538 The Principal Life Insurance Company* Small Company Blend Account 214,290 198,108 The Principal Life Insurance Company* International Stock Account 167,405 177,430 The Principal Life Insurance Company* Stable Value Fund Account 324,519 343,189 T. Rowe Price New Horizons Fund 136,052 134,106 Vanguard Primecap Fund 448,050 499,536 Vanguard Windsor II Fund 304,457 302,546 Vanguard Asset Allocation Fund 346,170 379,015 STB Systems, Inc.* Common stock 1,236,538 485,903 New England Insurance and Investment Company New England Guaranteed Interest Contract (4.90% guaranteed interest rate at December 31, 1998) 34,139 36,309 Participant notes receivable General purpose loans, maturing from January 1999 to December 2003, interest ranging from 9.25% to 10.50% -- 117,603 ----------- ----------- $ 3,957,878 $ 3,586,448 =========== =========== * Parties denoted are known to be parties-in-interest. 12 16 STB SYSTEMS, INC. SCHEDULE II 401(k) SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------- PURCHASES ------------------------- NUMBER OF IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS COST - ------------------------------------ ------------------------------- ------------ ----------- SERIES TRANSACTIONS The Principal Life Insurance Company Money Market Account 1 $ 68,654 The Principal Life Insurance Company Stock Index 500 Account 47 $ 224,090 The Principal Life Insurance Company Large Company Growth Account 45 $ 181,983 The Principal Life Insurance Company Small Company Blend Account 44 $ 139,644 The Principal Life Insurance Company International Stock Account 35 $ 87,468 The Principal Life Insurance Company Stable Value Fund Account 39 $ 105,355 The Principal Life Insurance Company Vanguard Primecap Fund 50 $ 241,349 The Principal Life Insurance Company Vanguard Windsor II Fund 45 $ 148,194 The Principal Life Insurance Company Vanguard Asset Allocation Fund 46 $ 147,668 STB Systems, Inc. Common stock 88 $ 1,270,543 SALES --------------------------------------- NUMBER OF SALES NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PROCEEDS (LOSS) - ------------------------------------ ------------------------------- ------------- ----------- ----------- SERIES TRANSACTIONS The Principal Life Insurance Company Money Market Account 5 $ 69,062 $ 408 The Principal Life Insurance Company Stock Index 500 Account 48 $ 117,773 $ 14,289 The Principal Life Insurance Company Large Company Growth Account 46 $ 66,813 $ 7,250 The Principal Life Insurance Company Small Company Blend Account 51 $ 39,959 $ (3,392) The Principal Life Insurance Company International Stock Account 44 $ 59,797 $ 4,672 The Principal Life Insurance Company Stable Value Fund Account 39 $ 55,249 $ 2,042 The Principal Life Insurance Company Vanguard Primecap Fund 57 $ 101,047 $ (1,605) The Principal Life Insurance Company Vanguard Windsor II Fund 39 $ 36,505 $ 1,226 The Principal Life Insurance Company Vanguard Asset Allocation Fund 45 $ 54,838 $ 2,352 STB Systems, Inc. Common stock 23 $ 844,945 $ 209,006 13 17 EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the STB Systems 401(k) Savings Plan have duly caused this Annual Report to be signed on its behalf by the undersigned, hereunto duly authorized. STB SYSTEMS, INC. 401(k) SAVINGS PLAN By: STB Systems, Inc., Plan Sponsor Dated: July 13, 1999 By: /s/ Bryan F. Keyes Printed Name: Bryan F. Keyes Title: Vice President of Administration and General Counsel 19 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants