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3dfx Announces Financing Arrangement; Financing Should Provide Funding Sufficient to Pay All Creditors.


Business Editors

SAN JOSE San Jose, city, United States
San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850.
, Calif.--(BUSINESS WIRE)--June 14, 2002

3dfx Interactive, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:TDFX TDFX Testis-Determining Factor, X-Chromosomal ) today announced that it has entered into an agreement with SF Capital Partners Ltd. that provides for SF Capital to purchase between $25 and $35 million of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 in 3dfx. The amount of the investment will depend on the sum at closing of the financing of 3dfx's fixed and determinable Liable to come to an end upon the happening of a certain contingency. Susceptible of being determined, found out, definitely decided upon, or settled.


determinable adj.
 liabilities, maximum reasonably known undeterminable liabilities and anticipated expenses reasonably necessary to complete the liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts.

A type of proceeding pursuant to federal Bankruptcy
, winding-up and dissolution of 3dfx.

The closing of the preferred stock financing will occur following the determination of the total amount of 3dfx's liabilities and the satisfaction of certain other conditions. The shares of preferred stock to be issued to SF Capital will entitle SF Capital to a liquidation preference, the amount of which will depend on the market price of NVIDIA common stock prior to the closing. The agreement is terminable ter·mi·na·ble  
adj.
1. Possible to terminate: terminable activities; terminable employees.

2. Terminating after a designated date: a terminable annuity.
 if the funding amount required of SF Capital under the agreement exceeds $35 million or falls under $25 million, if the NVIDIA common stock closing price to which the funding amount is pegged is equal to or less than $26, if the transaction fails to close within one year and in certain other specified circumstances. The terms of the agreement with SF Capital are described in greater detail in 3dfx's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 filed with the SEC today.

"Upon completion of this financing, 3dfx will be able to pay all of its creditors and maximize the probability that it will be able to make a distribution to its common shareholders. We are pleased that the agreement with SF Capital will position 3dfx to complete the winding up of its affairs and its dissolution," said Richard A. Heddleson, President and Chief Executive Officer of the Company.

Note on Forward-Looking Statements: Statements that are not purely historical facts, including statements about the Company's expectation that it will close the preferred stock financing, be able to pay all of its creditors, will receive the NVIDIA shares and will be in the best position to make a distribution to its shareholders, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "should," "could," "goal," "target," "designed," "on track," "comfortable with," "optimistic op·ti·mist  
n.
1. One who usually expects a favorable outcome.

2. A believer in philosophical optimism.



op
" and other similar expressions, constitute 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. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those contemplated by the forward-looking statements. Such factors include the risks and uncertainties associated with events and parties that are beyond the Company's control, as well as those referenced in our documents filed with, or furnished to, the Securities and Exchange Commission, including without limitation those identified under the caption "Management's Discussion and Analysis Management's discussion and analysis (MD&A)

A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial
 of Financial Condition and Results of Operations-Risk Factors" in the Company's Form 10-K for the year ended January 31, 2002. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on forward-looking statements.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jun 14, 2002
Words:542
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