3Dfx Interactive, Inc.
(www.3dfx.com)
Ticker:TDFX 4435 Fortran Drive
Exchange:NASDAQ-National Market San Jose, CA 95134
Industry:High-Tech (SIC Code 3674) (408) 935-4400

Offering Information
Type of Shares:Common Shares Filing Date:4/17/97
U.S. Shares:3,000,000 Offer Date:6/25/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:3,000,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $30,000,000 Selling:$0.44
Expenses:$700,000 Reallowance:$0.10
Shares Out After:22,395,199

Primary Underwriting Group
ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
Montgomery SecuritiesCo-manager (415) 627-2100
UBS Securities Inc.Co-manager (212) 821-4510

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Price Waterhouse
Registrar/Transfer Agent: First National Bank of Boston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$6.39$5.25$0.00Assets:$15.59
Net Income:-$14.75-$1.16-$2.65Curr Assets:
EPS:-$0.75-$0.06Liabilities:$6.44
Prior EPS:-$1.80-$2.10Curr Liabilities:
Cash Flow/Oper:-$17.17Equity:$9.15
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading developer of high performance, cost-effective 3D media processors, software and related technology for the interactive electronic entertainment market. The company has developed 3D technology that enables a highly immersive, interactive and realistic 3D experience across multiple hardware entertainment platforms. Furthermore, the company's technology facilitates the virtually seamless portability of software content across the three primary interactive electronic entertainment platforms: the PC, the home game console and the coin-operated arcade system. The company's strategy is to provide a 3D media processor solution that will become the standard graphics engine for the interactive electronic entertainment market. The company believes that the benefits of its technology, coupled with its software content strategy, provide powerful incentives for the leading PC original equipment manufacturers and entertainment hardware manufacturers to utilize the 3Dfx solution.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other general corporate purposes, including expansion of sales and marketing and research and product development efforts and financing of accounts receivable and inventories, and for capital expenditures.

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