Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Fiscal Year End January 31, 2002 88± 402K
2: EX-10.37 Lease Termination and Settlement Agreement 5 25K
3: EX-10.38 Series B Preferred Stock Purchase Agreement 21 88K
4: EX-10.39 Form of Full and Final Release and Settlement 2 15K
5: EX-10.40 Form of Release and Settlement 4± 18K
6: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 6K
EX-10.39 — Form of Full and Final Release and Settlement
Exhibit Table of Contents
EXHIBIT 10.39
3DFX INTERACTIVE, INC.
P.O. BOX 790
ALVISO, CALIFORNIA 95002-0790
May 22, 2001
(Vendor)("CREDITOR" OR "YOU")
(Address_1)
(Address_2)
(City),(State)(Zip)
(Country)
Dear Creditor:
At a special shareholders meeting held on March 27, 2001, 3dfx's
shareholders approved proposals to liquidate, wind up and dissolve 3dfx
Interactive, Inc. ("3dfx") pursuant to a plan of dissolution and to sell some of
3dfx's assets to an affiliate of NVIDIA Corporation ("NVIDIA") pursuant to an
asset purchase agreement (the "NVIDIA Sale").
AS REQUIRED BY CALIFORNIA LAW, 3dfx IS HEREBY NOTIFYING YOU THAT IT HAS
ELECTED TO WIND UP ITS AFFAIRS AND VOLUNTARILY DISSOLVE IN ACCORDANCE WITH
CHAPTER 19 OF THE CALIFORNIA GENERAL CORPORATION LAW, AND IS NOW IN THE PROCESS
OF WINDING UP ITS AFFAIRS IN THE MANNER REQUIRED BY LAW AND AS PRESCRIBED UNDER
THE PLAN OF DISSOLUTION.
3dfx recently made initial payments to creditors who chose to sign the
Terms of Settlement and Release sent to creditors in February 2001. The final
payment will be made to them as soon as 3dfx receives up to an additional $25
million from nVidia. In order to receive this additional payment, 3dfx must
certify to nVidia that it will be able to satisfy all its liabilities upon
receipt of the additional payment. To do this we resolve several items in
litigation, terminate a number of long term real estate leases, and dispose of
our subsidiaries in Northern Ireland and Mexico. We cannot estimate if or when
this may occur. Some creditors asked us to pay a higher amount than that offered
in exchange for an immediate full settlement. We offered to pay 70% of the total
owed for a full release to those creditors who did not wish to wait for the
final payment in full. We want to extend this same offer to our other creditors.
Our records reflect that 3dfx owes you an aggregate amount of
$_____________ (the "Amount Owed"), which is the principal amount owed for goods
and services provided by you, but does not include any interest, penalties,
costs or attorney's fees. If you agree that this is the amount owed to you, then
you should review the "Full and Final Release and Settlement" attached, and if
it is acceptable to you, countersign it and return it to the address indicated
below and you will receive an immediate and final payment for 70% of the Amount
Owed, or $__________ (the "Final Settlement Amount"). We will cut and mail
checks to creditors who sign this agreement on the Friday following receipt of
the signed Full and Final Release and Settlement. If you do not agree that the
Amount Owed is correct, please let us know so that we may make the necessary
adjustments to the records so that they are in agreement and we can prepare a
corrected .
If you agree to accept immediate payment of the Final Settlement Amount
as the final and total amount to be paid you by 3dfx and its subsidiaries, then
please read the following Full and Final Release and Settlement carefully,
countersign and return it to 3dfx at:
3DFX INTERACTIVE, INC.
P.O. Box 790
Alviso, California 95002-0790
Sincerely yours,
Richard A. Heddleson, Chief Financial Officer
of 3dfx Interactive, Inc.
President of STB Systems, Inc. and other 3dfx subsidiaries
April ___, 2001
Page 2
3DFX INTERACTIVE, INC.
FULL AND FINAL RELEASE AND SETTLEMENT
The undersigned creditor ("Creditor"), on its own behalf and
on behalf of its subsidiaries, affiliates, predecessors and successors
(together, the "Releasing Parties"), agrees to accept $ _________ (the
"Final Settlement Amount") in full, final, and complete satisfaction of
all past, present or future claims of the Releasing Parties against
3dfx Interactive, Inc. ("3dfx") and its subsidiaries, affiliates,
predecessors, successors, officers, directors, employees, agents, and
attorneys (together, the "Released Parties"), whether known or unknown,
asserted or unasserted, and waives and releases any and all related
claims including claims for penalties, interest, costs, disbursements
or attorneys fees related in any way to the claims of the Releasing
Parties against the Released Parties. The Releasing Parties acknowledge
that they have had the opportunity to be advised by legal counsel, and
that they are familiar with the provisions of the California Civil Code
Section 1542 which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
The Releasing Parties, being aware of the above Code Section, hereby
expressly, knowingly and intentionally waive any rights any of them may
have thereunder, as well as under any other statute or common law
principles of similar effect and agree that this Full and Final Release
and Settlement expressly supersedes any and all prior written or oral
agreements with any of the Released Parties.
AS YOUR AGREEMENT WITH THE TERMS OF THIS FULL AND FINAL RELEASE AND
SETTLEMENT ABOVE MAY COMPROMISE THE AMOUNT YOU BELIEVE THAT 3dfx OWES TO YOU,
YOU ARE URGED TO CONSULT WITH AN ATTORNEY OF YOUR CHOICE TO ADVISE YOU OF THE
EFFECT OF YOUR EXECUTION OF THIS FULL AND FINAL RELEASE AND SETTLEMENT.
THE UNDERSIGNED CREDITOR OF 3dfx INTERACTIVE, INC. AND/OR ONE OR MORE OF ITS
SUBSIDIARIES (INCLUDING STB SYSTEMS, INC.) DOES HEREBY ACKNOWLEDGE AND AGREE TO
ALL OF THE TERMS SET FORTH IN THIS FULL AND FINAL RELEASE AND SETTLEMENT.
(Vendor)
-------------------------------- -----------------------------------
Name of Creditor Date
-------------------------------- -----------------------------------
Signature of Authorized Person Title of Authorized Person
This Full and Final Release and Settlement shall become effective when
countersigned below:
-----------------------------------------------------
Richard A. Heddleson, Chief Financial Officer
of 3dfx Interactive, Inc.
President of STB Systems, Inc. and other 3dfx subsidiaries
Dates Referenced Herein and Documents Incorporated by Reference
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