<PAGE>
 
As filed with the Securities and Exchange Commission on April 30, 1999.
                                                     Registration No 333-
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                   Number Nine Visual Technology Corporation
             (Exact name of registrant as specified in its charter)

           Delaware                                       04-2821358
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

                               18 Hartwell Avenue
                              Lexington, MA  02421
                                 (781) 674-0009
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                 Timothy Burns
                            Chief Financial Officer
                   Number Nine Visual Technology Corporation
                               18 Hartwell Avenue
                              Lexington, MA  02421
                                 (781) 674-0009
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With a copy to:
                           Neil H. Aronson, Esquire
              Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                             One Financial Center
                          Boston, Massachusetts 02111
                                (617) 542-6000

  Approximate date of commencement of proposed sale to the public:  As soon as
         practical after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered 
pursuant to dividend or interest reinvestment plans, please check the 
following box.                                                               [_]
 
If any of the securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities 
Act of 1933 other than securities offered only in connection with dividend 
or interest reinvestment, check the following box.                           [X]
 
If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the 
following box and list the Securities Act registration statement number 
of the earlier effective registration statement for the same offering.       [_]
                                              
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 
under the Securities Act, check the following box and list the Securities 
Act registration statement number of the earlier effective registration 
statement for the same offering.                                             [_]
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box.                                              [_]


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
                                                                                    Proposed Maximum
Title of Each Class of                  Amount to be        Proposed Maximum       Aggregate Offering       Amount of
Securities to be Registered             Registered(1)   Offering Price per Share        Price(2)         Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>                       <C>                    <C>
Common Stock, $.01 par value             4,258,137              $2.4844                $10,578,915            $2,940.94
=========================================================================================================================
</TABLE>

(1)  Includes (i) 500,000 shares of common stock to be issued upon the
conversion of a portion of the Company's series A convertible preferred stock,
par value $.01 per share (the "Series A Preferred Stock"), (ii) 3,022,137 shares
of common stock which represents 200% of the common stock that may be issued
upon conversion of the Company's series B convertible preferred stock, par value
$.01 per share (the "Series B Preferred Stock"), as of April 29, 1999 (including
177,591 shares of common stock issuable as payment for dividends that will
accrue for a period of three (3) years following the date of issuance of the
Series B Preferred Stock, assuming all dividends are paid in shares of common
stock), (iii) 736,000 shares of common stock to be issued upon exercise of four
Common Stock Purchase Warrants issued by the Company, and (iv) an indeterminate
number of additional shares of common stock as may from time to time become
issuable upon conversion of the Series A Preferred Stock and Series B Preferred
Stock and upon exercise of the four warrants, by reason of stock splits, stock
dividends and other similar transactions, which shares are registered hereunder
pursuant to Rule 416, but does not cover an indeterminate number of shares of
common stock based on the conversion formulae of the Series A Preferred Stock
and Series B Preferred Stock.

(2)  The price of $ 2.4844 per share, which was the average of the high and low
prices of the common stock reported by the Nasdaq Stock Market on April 28,
1999, is set forth solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY 
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES 
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++


                                   PROSPECTUS

                  Subject to Completion, dated April 30, 1999

                   NUMBER NINE VISUAL TECHNOLOGY CORPORATION
                                        
                        4,258,137 Shares of Common Stock
                                        

                                                    ----------------------------
 . We have registered a total of up to                This Investment Involves
  4,258,137 shares of our common stock for             A High Degree of Risk.
  sale by KA Investments LDC, Silicon                    You Should Purchase
  Graphics, Inc., Brighton Capital, LTD.,                   Shares Only If
  FSC Corp. and S3 incorporated.                            You Can Afford
                                                            A Complete Loss.
 . We will not receive any of the proceeds from        
  the selling stockholders' sale of their                  See "Risk Factors"  
  common stock.                                           Beginning on Page 3.  
                                                    ----------------------------


 Our common stock trades on the Nasdaq National Market under the symbol "NINE."

   On April 29, 1999, the closing sale price of one share of our common stock
               as quoted on the Nasdaq National Market was $2.50.

    Neither the Securities and Exchange Commission nor any state securities
  commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete.  Any representation to the contrary is
                              a criminal offense.
                                        

                             __________ ____, 1999
<PAGE>
 
                               PROSPECTUS SUMMARY

       You must consult the more detailed financial statements, and notes to
  financial statements, incorporated by reference in this prospectus.  This
  prospectus contains forward-looking statements and actual results could differ
  materially from those projected in the forward-looking statements as a result
  of certain of the risk factors as outlined in this prospectus.  Investing in
  our common stock is very risky.  You should be able to bear a complete loss of
  your investment.  You should carefully consider the information set forth
  under the heading "Risk Factors."


                                  THE COMPANY

       Number Nine is a leading innovator and a supplier of high-performance
  visual technology solutions, including:

       .  video/graphics accelerator subsystems,

       .  chips,

       .  productivity-enhancing software, and

       .  flat-panel monitor bundled solutions.

       Our products enable desktop personal computers or PCs to generate and
  display the increasingly sophisticated visual content of today's computing
  environment with greater speed, photorealistic color, high resolution and
  full-motion video.  We also provide high-performance visual technology
  subsystems that render and control the graphics and video images transmitted
  to desktop PC monitors.  Our products enable a PC to operate with more color,
  higher resolution, faster screen refresh rates and other features.  Our
  primary products are video/graphics accelerator subsystems incorporating our
  productivity-enhancing software.

       A video/graphics accelerator subsystem consists primarily of an
  accelerator chip, memory chips, a digital-to-analog converter or DAC, and
  software drivers and utilities.  The accelerator chip is the graphics "engine"
  that enhances speed, image clarity and color by performing functions that
  would otherwise be executed by the Central Processing Unit or CPU.  Memory
  chips are used to temporarily store graphics information for display and are
  available in configurations such as SDRAM, SGRAM and higher-performance VRAM
  and WRAM.  The DAC converts data from the digital format in which it is
  typically stored in the graphics memory to the analog format required in order
  for the display monitor to function.  Software drivers enable the accelerator
  chip to interface with the CPU and optimize the overall performance of the
  subsystem.  Software utilities increase the number and variety of display
  features of a PC and are increasingly being added to accelerator subsystems as
  end-users seek greater functionality and access to advanced features.

       Number Nine Visual Technology Corporation was incorporated in Connecticut
  in May 1982, reincorporated as a Massachusetts corporation in January 1987 and
  reincorporated as a Delaware corporation in December 1994.  Our executive
  offices are located at 18 Hartwell Avenue, Lexington, Massachusetts 02421 and
  our telephone number is (781) 674-0009.

                                       2
<PAGE>
 
                                  RISK FACTORS
                                        

       Investing in our common stock is very risky.  You should be able to bear
  a complete loss of your investment.  You should carefully consider the
  following factors, in addition to other information in this prospectus.


       Competing Technologies May Render Some or All of Our Products or Future
  Products Noncompetitive or Obsolete.  The PC industry in general, and the
  market for our products in particular, are characterized by:

       .  rapid technological advances,
 
       .  frequent new product introductions,

       .  short product life cycles,

       .  product obsolescence,

       .  changes in customer requirements or preferences for 
          competing products,

       .  evolving industry standards,

       .  significant competition, and

       .  rapidly changing pricing.


       In this regard, the life cycle of products in our markets is often as
  short as nine to twelve months. Therefore, our future prospects depend, in
  part, upon our ability to:



     .  continually update our existing products in a timely manner, and

     .  continue to identify, develop and achieve market acceptance of products
        that incorporate new technologies and standards and meet evolving
        customer needs.

       We cannot assure you that we will be successful in managing product
  transitions, including controlling inventory of older generation products when
  introducing new products. We have experienced and could, in the future,
  experience reductions in sales of older generation products as customers
  anticipate new product introductions.  We establish reserves for anticipated
  product returns, based upon historical return rates of product returns and
  other factors. However, we cannot assure you that reductions in sales and
  returns of older generation products by distributors, primarily attributable
  to customer stock rotation, will not give rise to charges for obsolete or
  excess inventory or substantial price protection charges.

       Dramatic Reductions in Sales to Significant Customers May Adversely
  Affect Our Sales.  The volume and timing of orders received during a
  particular quarter are very difficult to forecast. Our customers can change
  delivery schedules or cancel orders with limited or no penalties. For example,
  in September 1996 Dell notified us that Dell would discontinue buying our
  merchant graphics solution in the fourth quarter of 1996. In addition, during
  the third quarter of 1997, Dell reduced its purchases of our proprietary
  Imagine 128 Series 2 4MB VRAM product. As a result, our net sales to Dell
  decreased dramatically from $62.7 million during 1996 to $4.9 million during
  1997. Future sales to significant customers are uncertain and depend upon the
  performance and pricing of our new products and their acceptance by these
  customers.

       Customers generally order on an as-needed basis, and as a result, we have
  historically operated without significant backlog. Moreover, as is often the
  case in the PC industry, a disproportionate percentage of our net sales in any
  quarter may be generated in the final month or weeks of a quarter.
  Consequently, a shortfall in sales in any quarter as compared to management
  expectations may not be identifiable until the end of the quarter. Because
  significant portions of operating expense levels are relatively fixed, the
  timing of expense levels is based in large part on our expectations of future
  sales. If sales do not meet our expectations, we may be unable to quickly
  adjust spending, which could have a material adverse effect on our business.

                                       3
<PAGE>
 
       Our Success Depends Heavily Upon Sales to a Limited Group of OEMs.  We
  try to provide a broad line of high-performance hardware and software
  video/graphics solutions, targeting both OEMs and two-tier and retail
  distribution customers. The PC industry is characterized by a limited number
  of major OEMs driving the majority of PC sales.  While we are pursuing a
  significant portion of our business derived from the limited number of major
  OEMs, we cannot assure you that we will be successful in establishing
  profitable relationships with major OEMs. In addition, major OEMs exercise
  significant price pressure on their suppliers, generating lower gross margins
  than retail and distribution customers do.  Our failure to establish
  profitable relationships with major OEM customers, or to maintain and increase
  the volume and profitability of the products manufactured for such customers
  would have a material adverse effect on our business.

       The Highly Competitive Market for Our Products May Adversely Affect Our 
  Business Results. Our current and prospective competitors include many
  companies that have substantially greater name recognition and financial,
  technical, manufacturing and marketing resources than we have. We cannot
  assure you that we will be able to compete successfully against current and
  future competitors.

       The market for our products is highly competitive. Our ability to compete
  successfully depends upon a number of factors both within and beyond our
  control, including:


       .  Product performance,

       .  Product features,

       .  Product availability,

       .  Price,

       .  Quality,

       .  Timing of our new product introductions compared with the timing of
          our competitors' product introductions,

       .  Emergence of new video/graphics and PC standards,

       .  Customer support, and

       .  Industry and general economic trends.

       We compete by offering products emphasizing high performance and quality.
  We strive to improve our current products and to introduce new products in
  order to provide a broad product line where demand justifies it. Our current
  principal competitors include ATI Technologies, Inc., Diamond Multimedia
  Systems, Inc., and Matrox Electronic Systems, Inc. Each of these named
  competitors markets graphics accelerator products that are marketed in
  competition with our 64-bit and 128-bit graphics accelerator products. Our
  principal competitors on chip technology include Intel Corporation, 3DFX
  Interactive, Inc., 3DLabs Inc., Ltd., Nvidia Corporation, ATI Technologies,
  Inc. and Matrox Electronic Systems, Inc.

       Numerous competitors, particularly in higher-volume, lower-priced product
  categories, have lowered their prices, which may result in reduced sales
  and/or lower margins for our products.  In addition, many companies compete on
  the basis of their integrated circuit design capabilities by:

       .  supplying accelerator chips on a merchant basis,

       .  producing board-level products, and

       .  integrating the accelerator chip that will be placed directly on the
          CPU motherboard.

       We expect this trend to continue for low-end video/graphic accelerator
  subsystems; however, we believe the market for video/graphic accelerator
  subsystems in mid-range to high-end PCs will continue to exist.

                                       4
<PAGE>
 
       Several of our board-level competitors, as well as various independent
  software developers, offer software products with features comparable to our
  HawkEye software utilities. Future enhancements to such competing software
  products that we do not match, or the inclusion of comparable features in
  future versions of the Windows operating system, reduce the demand for our
  HawkEye utilities software. In addition, we may eventually experience indirect
  competition from suppliers of memory components, CPU manufacturers and others
  to the extent they integrate advanced graphics processing capabilities into
  future generations of products.

       We May Not Be Profitable or Generate Cash from Operations in Future
  Periods. We have incurred significant losses in the last several years. We
  intend to continue to expend significant financial and management resources on
  the development of additional products, sales and marketing, improved
  technology and expanded operations. Although we expect operating losses and
  negative cash flows to diminish in the near future, we may not be profitable
  or generate cash from operations in future periods.

       If We Do Not Secure Additional Financing, We May Be Unable to Develop or
  Enhance Our Services, Take Advantage of Future Opportunities or Respond to
  Competitive Pressures, Which Could Materially Affect Our Business Results. We
  require substantial working capital to fund our business. We have had
  significant operating losses and negative cash flow from operations. Our
  capital requirements depend on several factors, including the rate of market
  acceptance of our products, the ability to expand our customer base, the
  growth of sales and marketing and other factors. If capital requirements vary
  materially from those currently planned, we may require additional financing
  sooner than anticipated. If additional funds are raised through the issuance
  of equity securities, the percentage ownership of our stockholders will be
  reduced, stockholders may experience additional dilution, or such equity
  securities may have rights, preferences or privileges senior to those of the
  holders of the common stock. Additional financing may not be available when
  needed on terms favorable to us or at all. If adequate funds are not available
  or are not available on acceptable terms, we may be unable to develop or
  enhance our services, take advantage of future opportunities or respond to
  competitive pressures, which could materially adversely affect our business.

       We Depend Upon a Limited Group of Suppliers for Key Components.  We
  depend on sole or limited source suppliers for certain key components and have
  experienced:

       .  limited availability,

       .  delays in shipments, and

       .  unanticipated cost fluctuations related to the supply of components,
          particularly memory chips.

       We actively work with memory component suppliers to secure pricing and
  volume commitments for future production. Additionally, our suppliers could
  make key components, such as memory graphics accelerator chips, less available
  to the extent that they reduce our lines of credit and payment terms. In such
  an event, we could have difficulty securing sufficient supply to meet customer
  requirements. We cannot assure you that we will secure commitments in
  sufficient amounts to meet our needs or at prices that will enable us to
  attain profitability.

       The Loss of Key Members of Our Management Staff Could Delay and May
  Prevent the Achievement of Our Business Objectives.  Our future success will
  depend, to a significant extent, upon the efforts and abilities of our senior
  management and professional, technical, sales and marketing personnel.  The
  competition for such personnel is intense.  The loss and failure to promptly
  replace any one of these key members could significantly delay and may prevent
  the achievement of our business objectives.  Accordingly, our failure to
  retain key personnel could have a material adverse effect on our business.

       The Value of Our Stock Has in the Past and May in the Future Change
  Suddenly and Significantly.  The trading price of our common stock has been
  subject to significant fluctuations to date, and could be subject to wide
  fluctuations in the future, in response to many factors, including the
  following:

       .  Quarter-to-quarter variations in our operating results,

       .  Announcements of technological innovations,

       .  New products or significant OEM system design wins by us or our
          competitors,

       .  General conditions in the markets for our products or the computer
          industry,

       .  The price and availability of purchased components,

       .  General financial market conditions,

       .  Changes in earnings estimates by analysts, or

       .  Other events or factors.

       In this regard, we do not endorse or accept responsibility for the
  estimates or recommendations issued by stock research analysts from time to
  time.  The volatility of public stock markets, and technology stocks
  specifically, have frequently been unrelated to the operating performance of
  the specific companies.  These market fluctuations may adversely affect the
  market price of our Common Stock.

       Costs of Defending Shareholder Litigation and the Possible Liability
  Relating to Such Litigation Could Divert Funds and Management Efforts Away
  from the Manufacturing, Marketing and Sales of Our Products.  We have been
  served notice of three lawsuits seeking class action status on or about June
  11, 1996, July 16, 1996 and October 16, 1996, respectively, filed in the
  United States District 

                                       5
<PAGE>
 
  Court for the District of Massachusetts naming as defendants our company, the
  members of the Board of Directors during the period in question, our former
  Chief Financial Officer and Treasurer, and the selling shareholders and
  managing underwriters of our 1995 initial public offering. The alleged class
  of plaintiffs consists of all persons who purchased shares of our common stock
  on the open market between and including May 26, 1995 through January 31,
  1996. The plaintiffs, who seek unspecified damages, interest, costs and fees,
  allege, among other things, that our Registration Statement and Prospectus in
  our initial public offering and other public statements and reports filed with
  the Securities and Exchange Commission during the class period in question
  contained false and materially misleading statements. The defendants deny
  liability, believe they have meritorious defenses and intend to vigorously
  defend against these and any similar lawsuits that may be filed, although the
  ultimate outcome of these matters cannot yet be determined. By order of the
  District Court, these actions have been consolidated into a single action. If
  the lawsuit is not resolved satisfactorily for us, there could be a material
  adverse effect on our business.

       We May Have to Indemnify or Pay Damages to Some of Our OEM Customers for
  Possible Intellectual Property Infringement Claims Filed or Threatened to Be
  Filed.  It is common in the PC industry for companies to assert intellectual
  property infringement claims against other companies.  As a consequence, we
  indemnify some OEM customers in certain respects against intellectual property
  claims relating to our products.  If an intellectual property claim were to be
  brought against us, or any of our OEM customers, and we, or any of our OEM
  customers, were found to be infringing upon the rights of others, we could be
  required to pay infringement damages, pay licensing fees, modify our products
  so that they are not infringing or discontinue offering products that were
  found to be infringing, any of which could have a material adverse effect on
  our business.  Several OEM customers recently sent us notices of potential
  indemnity claims based upon notices of infringement that they have received
  from a patent owner.  Subsequently, the patent owner filed patent infringement
  lawsuits in the U.S. and elsewhere against several of such OEM customers and a
  number of other major PC systems manufacturers.  We provide multimedia
  subsystems to our OEM customers for use in such OEM customers' products that
  are alleged to infringe on the patent owner's rights. Based upon our
  preliminary evaluation of the patent, we do not believe the infringement
  claims are meritorious as to our products sold to our customers.  However,
  under the indemnity agreements or if we are directly sued, we may be required
  to dedicate significant management time and expense to defending ourselves or
  assisting our OEM customers in their defense of this or other infringement
  claims, regardless of merit, which could have a material adverse effect on our
  business. If an intellectual property claim were to be brought against any of
  our suppliers and the supplier were found to be infringing upon the rights of
  others, the supplier could be enjoined from further shipments of our products
  to us, which could have a material adverse effect on our business.

       If the Series A or Series B Preferred Stock is Converted or If We Issue
  Additional Shares of Equity Securities, The Value of Those Shares of Common
  Stock Then Outstanding May Be Diluted.  To the extent that we raise additional
  capital by issuing equity securities at a price or a value per share less than
  the then current price per share of common stock, the value of the shares of
  common stock then outstanding will be diluted or reduced.  At present, we have
  two arrangements to issue additional equity securities which could result in
  dilution to the present common stockholders.  One arrangement involves the
  issuance of our series A preferred stock, each share of which was purchased or
  acquired for $2.75 and all of which are convertible into shares of common
  stock on a one for one  basis.  Based on the number of shares of series A
  preferred stock presently outstanding and an outstanding warrant to purchase
  additional shares of series A preferred stock as of April 29, 1999, we would
  be required to issue up to 3,707,721 shares of common stock at a consideration
  per share that is only approximately $.25 more than the last sale price of the
  common stock of $2.50 on April 29, 1999.  If the sale price of the common
  stock increases, we may be required to issue shares of common stock at a price
  per share that would be less than the then current price per share.

       We also have an arrangement which involves the issuance of our series B
  preferred stock (and payment of dividends thereunder in shares of common 
  stock), which is convertible from and after July 28, 1999 into shares of 
  common stock at a price per share equal to the lesser of (i) $4.2703 
  or (ii) 88% of 

                                       6
<PAGE>
 
  the average of the 10 lowest closing prices during the 30 trading days
  immediately prior to the date of conversion. Based on the number of shares of
  series B preferred stock presently outstanding and the applicable conversion
  price as of April 29, 1999, we would be required to issue up to 1,422,273
  shares of common stock at a price per share that is approximately $.39 less
  than the last sale price of the common stock of $2.50 on April 29, 1999. In
  anticipation of price fluctuations that may reduce the conversion price, we
  have registered for resale up to 3,022,137 shares of common stock which would
  become issuable upon conversion of the series B preferred stock if the
  conversion price fell as low as approximately $1.05 per share. If the 
  conversion price fell even further, then more than 3,022,137 shares of common
  stock would be issuable upon conversion of the series B preferred stock.

       If Our Common Stock is Delisted From the Nasdaq Stock Market, It Would Be
  More Difficult for Stockholders to Sell Shares of Our Common Stock.  In order
  for our common stock to continue to be listed on the Nasdaq Stock Market, we
  must comply with all of Nasdaq's continued listing requirements.  If Nasdaq
  determines that we have violated any of its continued listing requirements,
  our common stock could be delisted.  The issuance and conversion of our series
  A and series B preferred stock could cause Nasdaq to determine that we have
  violated up to three of its continued listing requirements.  The first of the
  three applicable Nasdaq rules requires that our common stock have a minimum
  bid price per share of $1.00.  Our bid price is currently approximately $2.44
  per share.  If the series A and series B preferred stock is converted at its
  current discount price and the common stock issued upon conversion is
  subsequently sold in the public market, the bid price of our common stock may
  be reduced to less than $1.00 per share, in which case Nasdaq may determine
  that a violation exists and our common stock may be delisted.  The second
  applicable Nasdaq rule requires us to comply with the more onerous
  requirements for initial listing if Nasdaq determines that we have undergone a
  change in control or a change in financial structure.  Depending on the number
  of shares of common stock issued upon conversion of the series A and series B
  preferred stock, Nasdaq may deem the issuance of such preferred stock to be a
  change in control or a change in financial structure and a violation that
  could result in delisting.  The third applicable Nasdaq rule permits Nasdaq to
  delist a security if it deems it necessary to protect investors and the public
  interest.  Therefore, if  Nasdaq determines that the returns on the series A
  and series B preferred stock are excessive compared with the returns received
  by the holders of our common stock, and such excess returns are egregious,
  Nasdaq could delist our common stock.

       Our Computer System or our Suppliers' Computer System Could Fail When the
  Year Changes to 2000.  We use a number of computer software programs and
  operating systems in our internal operations, including applications used in
  financial business systems and various administration functions.  We also
  include software programs in our products. The Year 2000 issue refers to
  potential problems with computer systems or any equipment with computer chips
  or software that use dates where the date has been stored as just two digits
  to represent the year, such as 98 for 1998.  On January 1, 2000, any clock or
  date recording mechanism which incorporates date sensitive software, using
  only two digits to represent the year, may recognize a date using 00 as the
  year 1900 rather than the year 2000.  This could result in a system failure or
  miscalculations, causing disruption of operations, or, among other things, a
  temporary inability to process transactions, send invoices, or engage in
  normal operating business activities.

       We have conducted an assessment of our Year 2000 readiness to determine
  the extent of any potential problems. Our assessment revealed that all our
  products are not keyed to a two digit system. That is, our drivers and BIOS do
  not reference or update the time or date, nor are they affected by the system
  clock.  Based upon our assessment, we consider all our products to be Year
  2000 compliant.  Our assessment also revealed that our principal information
  systems correctly define the Year 2000 and do not require any modification. As
  a result, we do not expect to incur any material costs associated with Year
  2000 issues. However, we cannot assure you that, to date, we have identified
  all material Year 2000 issues associated with our products.

                                       7
<PAGE>
 
       We have conducted an assessment of our Year 2000 readiness of the
  applications used in financial business systems and various administrative
  functions to determine the extent of any potential problems. We obtained Year
  2000 compliance statements from the manufacturers of our core internal
  information systems.  While these applications have been tested by their
  manufacturers, we will continue to test our mission critical applications for
  Year 2000 compliance.  As a result, we do not expect to incur any material
  costs associated with Year 2000 issues.  However, we cannot assure you that,
  to date, we have identified all material Year 2000 issues associated with
  internal information systems which could have a material adverse effect on our
  business.

       We are in the process of contacting our customers, suppliers, financial
  institutions, creditors, service providers and governmental agencies, with
  whom we have a material relationship, in an effort to verify the Year 2000
  readiness of these third parties that are in a position to impact us
  materially.   We have limited or no control over the actions of these third
  parties. Thus, while we expect that we will be able to resolve any significant
  Year 2000 problems, we cannot assure you that all material Year 2000 issues
  associated with third parties will be identified and corrected on a timely
  basis, or that corrections made by third parties will be compatible with our
  information systems. The failure of our systems and applications or those
  operated by third parties to properly operate or manage dates beyond 1999
  could have a material adverse effect on our business.

       At this point, we do not believe we will be adversely affected, in a
  material manner, by the Year 2000 issue. We are actively developing a
  contingency plan to address any Year 2000 issues that may arise. We intend to
  design and implement such a contingency plan prior to the end of the second
  quarter of 1999, which will be based in part upon the balance of the responses
  we expect to receive from third parties. We will attempt to identify and
  resolve all Year 2000 problems that could materially affect our business
  operations. However, management believes that it is not possible to determine
  with complete certainty, that all Year 2000 problems affecting us have been
  identified or corrected. The number of devices that could be affected and the
  interactions among such devices are simply too numerous. In addition, we
  cannot accurately predict how many Year 2000 problem-related failures will
  occur or the severity, duration or financial consequences of these perhaps
  inevitable and unforeseen failures. As a result, we are uncertain whether we
  or our clients might experience a significant number of operational
  inconveniences and inefficiencies that may divert our time and attention, and
  financial and human resources, from our ordinary business activities, and/or a
  lesser number of serious system failures that may require significant efforts
  by us or our clients to prevent or alleviate material business disruptions.

       Based on the foregoing, we do not believe that the Year 2000 problem will
  have a material adverse effect on our business.  Our ability to achieve Year
  2000 compliance and the level of incremental costs associated therewith could
  be adversely impacted by, among other things, the availability and cost of
  programming and testing resources, vendors' abilities to modify proprietary
  software and unanticipated problems identified in the ongoing compliance
  review. Currently, we estimate that we have spent approximately $500,000 on
  Year 2000 compliance. We estimate that our expense during 1999 will
  approximate an additional $200,000.


                         WHERE TO FIND MORE INFORMATION

       We are a public company and file annual, quarterly and special reports,
  proxy statements and other information with the Securities and Exchange
  Commission. You may read and copy any document we file at the SEC's public
  reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
  request copies of these documents by writing to the SEC and paying a fee for
  the copying cost. Please call the SEC at 1-800-SEC-0330 for more information
  about the operation of the public reference room. Our SEC filings are also
  available to the public at the SEC's web site at "http://www.sec.gov." In
  addition, you can read and copy our SEC filings at the office of the National
  Association of Securities Dealers, Inc. at 1735 K Street, Washington, DC
  20006.

                                       8
<PAGE>
 
       This prospectus is only part of a Registration Statement on Form S-3 that
  we have filed with the SEC under the Securities Act of 1933 and therefore
  omits certain information contained in the Registration Statement.  We have
  also filed exhibits and schedules with the Registration Statement that are
  excluded from this prospectus, and you should refer to the applicable exhibit
  or schedule for a complete description of any statement referring to any
  contract or other document.  You may:

       .  inspect a copy of the Registration Statement, including the exhibits
          and schedules, without charge at the public reference room, or

       .  obtain a copy from the SEC upon payment of the fees prescribed by
          the SEC.


                    INCORPORATION OF DOCUMENTS BY REFERENCE


       The SEC allows us to "incorporate by reference" the information we file
  with it, which means that we can disclose important information to you by
  referring you to those documents. The information incorporated by reference is
  considered to be part of this prospectus and information we file later with
  the SEC will automatically update and supersede this information.  We
  incorporate by reference the documents listed below and any future filings
  made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
  Exchange Act of 1934 until the selling stockholders sell all of their shares
  of common stock.  The documents we are incorporating by reference are:

       .   Annual Report on Form 10-K for the year ended January 2, 1999, filed
           on April 2, 1999;

       .   Current Report on Form 8-K, filed on April 12, 1999; and

       .   The description of the common stock contained in our Registration
           Statement on Form S-1 filed with the SEC on April 7, 1995, including
           any amendments or reports filed for the purpose of updating such
           description.

       You may request a copy of these filings at no cost by writing or
  telephoning our chief financial officer at the following address and number:

            Number Nine Visual Technology Corporation
            18 Hartwell Avenue
            Lexington, MA  02421
            (781) 674-0009

       This prospectus is part of a Registration Statement we filed with the
  SEC.  You should rely on the information incorporated by reference provided in
  this prospectus and the Registration Statement.


                           FORWARD LOOKING STATEMENTS

       We also caution you that this prospectus contains forward-looking
  statements within the meaning of Section 27A of the Securities Act of 1933 and
  Section 21E of the Securities Exchange Act of 1934.  These statements are
  based on management's beliefs and assumptions and on information currently
  available to management.  Forward-looking statements include the information
  concerning possible or assumed future results of operations and embody
  statements in which we use words such as "expect," "anticipate, " "intend,"
  "plan," "believe," "estimate," or similar expressions.

                                       9
<PAGE>
 
       Forward-looking statements necessarily involve risks and uncertainties,
  including those set forth in the Risk Factors section and elsewhere in this
  prospectus.  Our actual results could differ materially from those anticipated
  in the forward-looking statements.  The factors set forth in the Risk Factors
  sections and other cautionary statements made in this prospectus should be
  read and understood as being applicable to all related forward-looking
  statements wherever they appear in this prospectus.


                                USE OF PROCEEDS

       All net proceeds from the sale of our common stock will go to the selling
  stockholders who offer and sell their shares.  Accordingly, we will not
  receive any proceeds from the selling stockholders' sale of their common
  stock.


                                DIVIDEND POLICY

       We have not declared or paid dividends on our common stock in the past
  and do not intend to declare or pay such dividends in the foreseeable future.
  Our current long-term debt agreement prohibits the payment of cash dividends
  without obtaining advance written approval from the lender.


                              SELLING STOCKHOLDERS
                                        
       The table below lists the selling stockholders and other information
  regarding the beneficial ownership of the common stock by each of the selling
  stockholders.  The second column of the table lists the number of each selling
  stockholder's shares of common stock (based on its ownership of series A
  preferred stock, series B preferred stock and/or warrants) which would be
  issuable to the selling stockholder on April 29, 1999 upon conversion or
  exercise of all of such securities then held by such selling stockholder.  Our
  conversion calculations in the second column assume the conversion of each
  share of series A preferred stock into one share of common stock.  The third
  column of the table lists each selling stockholder's portion of the 4,258,137
  shares of common stock being registered hereby.  The 4,258,137 shares of
  common stock shown in the table include 200% of the shares that would have
  been issuable to KA Investments LDC upon conversion of all of its series B
  preferred stock. The fourth column assumes the sale of all of the shares
  offered by each selling stockholder.

       Since the number of shares of common stock issuable upon eventual
  conversion of the series B preferred stock and in payment of dividends
  accruing thereon depends in part upon the market price of the common stock
  prior to a conversion, the actual number of shares of common stock that will
  then be issuable in respect of such conversions or dividend payments, and
  consequently the number of shares of common stock that will then be
  beneficially owned by KA Investments LDC, will fluctuate daily.

       Pursuant to the certificate of designation for the series B preferred
  stock, KA Investments LDC cannot convert series B preferred stock or receive
  shares of common stock in payment of dividends thereon to the extent such
  conversion or receipt of dividend payments would cause such selling
  stockholder's beneficial ownership of the common stock (other than shares
  deemed beneficially owned through ownership of unconverted shares of the
  series B preferred stock) to exceed 4.999% of the then issued and outstanding
  shares of common stock.  The certificate of designation for the series B
  preferred stock further provides that KA Investments LDC cannot convert any
  series B preferred stock or receive any shares of common stock in payment of
  dividends thereon on or before July 27, 1999.  Thereafter, KA Investments LDC
  may convert up to 25% of the series B preferred stock on or after July 28,
  1999, 50% of the series B preferred stock, on a cumulative basis, on or after
  August 28, 1999, 75% of the series B Preferred stock, on a cumulative basis,
  on or after September 28, 1999, and all of the series B preferred stock, on a
  cumulative basis, on or after October 28, 1999.

                                       10
<PAGE>
 
       The information provided in the table below has been obtained from the
  selling stockholders.

The selling stockholders may sell all, some or none of their shares in this
offering.  See "Plan of Distribution."

<TABLE>
<CAPTION>  
                                                                                                 Shares Beneficially 
          Names                  Number of Shares                   Maximum Number               Owned After Offering 
       of Selling                Beneficially Owned                of Shares Being           ---------------------------------   
      Stockholders               Prior to Offering                    Offered                      Number            Percent
-------------------------    ------------------------        -------------------------       --------------    ---------------
<S>                            <C>                             <C>                             <C>               <C>
KA Investments LDC                            195,000(1)                     3,217,137(2)                 0            *
 
Silicon Graphics, Inc.                      3,707,721(3)                       500,000            3,207,721           24%
 
Brighton Capital, Ltd.                         30,000(4)                        30,000                    0            *
 
FSC Corp.                                     211,000(5)                       211,000                    0            *
 
S3 Incorporated                               300,000(6)                       300,000                    0            *
-------------
</TABLE>
*    Less than one percent of the outstanding shares of common stock.

(1)  Includes 195,000 shares of common stock for KA Investments LCD ("KAI) 
     (based on ownership of a Common Stock Purchase Warrant (the "KAI Warrant"))
     which would be issuable to KAI on April 29, 1999 upon the exercise of the
     KAI Warrant for the right to purchase up to 195,000 shares of common stock
     at a purchase price of $3.45 per share. Does not include 1,422,273 shares
     of common stock for KAI (based on its ownership of series B preferred
     stock) which would otherwise be issuable on April 29, 1999 to KAI upon
     conversion of all of the series B preferred stock held by KAI at a
     conversion price of $2.1093 (which represents 88% of the average of the 
     then lowest per share market values during 30 consecutive trading days
     prior to and including April 28, 1999) due to the fact that, under the
     series B preferred stock certificate of designation, KAI cannot convert
     series B preferred stock or receive shares of common stock in payment of
     dividends thereon on or before July 27, 1999 or (ii) in excess of the
     4.999% of then issued and outstanding shares of common stock.

(2)  3,022,137 of the 3,217,137 shares of common stock listed represent 200% of
     the shares which would be issuable to KAI upon conversion of all of the
     series B preferred stock, including 177,591 shares of common stock issuable
     as payment for dividends that will accrue for a period of three (3) years
     following the date of issuance of the series B preferred stock, assuming
     all dividends are paid in shares of common stock. Also includes 195,000
     shares of common stock issuable upon exercise of the KAI Warrant. Since the
     number of shares of common stock issuable upon conversion of the series B
     preferred stock and in payment of dividends thereon depends in part upon
     the market price of the common stock prior to a conversion, the actual
     number of shares of common stock that will be issuable in respect of such
     conversions or dividend payments and, consequently, offered for sale under
     this Registration Statement, cannot be determined at this time. However,
     the Company has contractually agreed to include herein 200% of the shares
     of common stock issuable upon conversion of the series B preferred stock.

(3)  Includes (i) 3,350,894 shares of common stock for Silicon Graphics, Inc.
     ("SGI") (based on its ownership of series A preferred stock) which would be
     issuable to SGI on April 29, 1999 upon conversion of the series A preferred
     stock held by SGI, and (ii) 356,826 shares of common stock for SGI (based
     on ownership of a Series A Convertible Preferred Stock Purchase Warrant
     (the "SGI Warrant")) which would be issuable to SGI on April 29, 1999 upon
     conversion of the series A preferred stock which would be received by SGI
     upon exercise of the SGI Warrant for the right to purchase up to the number
     of series A preferred stock as are convertible into 3% of the Company's
     issued and outstanding common stock calculated on a fully diluted basis,
     excluding the series A preferred stock, shares of common stock issued upon
     conversion of the series A preferred stock and any warrants or options that
     are not "in the money". The purchase price under the SGI Warrant is $2.75 
     per share.

(4)  Includes 30,000 shares of common stock for Brighton Capital, Ltd.
     ("Brighton") (based on ownership of a Common Stock Purchase Warrant (the
     "Brighton Warrant")) which would be issuable to Brighton on April 29, 1999
     upon the exercise of the Brighton Warrant, which grants Brighton the right
     to purchase up to 30,000 shares of common stock at a purchase price of
     $3.45 per share.

(5)  Includes 211,000 shares of common stock for FSC Corp. ("FSC") (based on
     ownership of a Common Stock Purchase Warrant (the "FSC Warrant")) which
     would be issuable to FSC on April 29, 1999 upon the exercise of the FSC
     Warrant, which grants FSC the right to purchase up to 211,000 shares of
     common stock at a purchase price of  $2.86 per share.

(6)  Includes 300,000 shares of common stock for S3 Incorporated ("S3") (based
     on ownership of a Common Stock Purchase Warrant (the "S3 Warrant")) which
     would be issuable to S3 on April 29, 1999 upon the exercise of the S3
     Warrant, which grants S3 the right to purchase up to 300,000 shares of
     common stock at a purchase price of $2.49 per share.

                                       11
<PAGE>
 
                              PLAN OF DISTRIBUTION
                                        
       KA Investments LDC is offering shares of common stock, $.01 par value per
  share (the "common stock"), which are issuable to it upon conversion of the
  series B convertible preferred stock, $.01 par value per share (and the
  payment of dividends thereon in shares of common stock), and exercise of a
  common stock purchase warrant, both of which were acquired from us in a
  private placement transaction, pursuant to a Convertible Preferred Stock
  Purchase Agreement, dated as of March 31, 1999 (the "Purchase Agreement").
  This prospectus covers KA Investments LDC's resale of up to 3,217,137 acquired
  shares of common stock issuable upon conversion of the series B preferred
  stock (and payment of dividends thereon) and exercise of its common stock
  purchase warrant.

       Silicon Graphics, Inc. is offering shares of common stock, which are
  issuable to it upon conversion of a portion of the series A convertible
  preferred stock, $.01 par value per share, it acquired from us upon conversion
  of a secured subordinated convertible promissory note, pursuant to a
  Securities Purchase Agreement, dated as of May 7, 1998.  This prospectus
  covers Silicon Graphics, Inc.'s resale of up to 500,000 acquired shares of
  common stock.

       Brighton Capital Ltd. is offering shares of common stock, which are
  issuable to it upon exercise of a common stock purchase warrant dated March
  31, 1999 it acquired from us in consideration for consulting services provided
  to us in connection with the issuance of the series B convertible preferred
  stock to KAI.  This prospectus covers Brighton Capital Ltd.'s resale of up to
  30,000 acquired shares of common stock.

       FSC Corp. is offering shares of common stock, which are issuable to it
  upon exercise of a common stock purchase warrant dated March 31, 1999 it
  acquired from us pursuant to a Loan and Securities Agreement dated March 31,
  1999 by and between Number Nine Visual Technology Corporation and BankBoston,
  N.A., of which FSC Corp. is an affiliate.  This prospectus covers FSC Corp.'s
  resale of up to 211,000 acquired shares of common stock.

       S3 Incorporated is offering shares of common stock, which are issuable to
  it upon exercise of a common stock purchase warrant dated April 26, 1999 it
  acquired from us in connection with certain monies to be received by us in
  consideration for certain non-recurring engineering costs to be performed by
  us for S3 Incorporated.  This prospectus covers S3 Incorporated's resale of up
  to 300,000 acquired shares of common stock.

       In addition to covering the resale of the above mentioned shares of
  common stock, this prospectus covers an indeterminate number of additional
  shares as may from time to time become issuable upon conversion of the series
  A and series B preferred stock or exercise of the four common stock purchase
  warrants by reason of stock splits, stock dividends and other similar
  transactions, but does not cover an indeterminate number of shares of common
  stock based on the conversion formulae of the series A and series B preferred
  stock.

       In accordance with the registration rights granted to each selling
  stockholder, we have filed a Registration Statement on Form S-3 with the SEC.
  The Registration Statement covers the resale of the common stock from time to
  time on the Nasdaq National Market or in privately-negotiated transactions.
  This prospectus forms a part of the Registration Statement.  We have also
  agreed to prepare and file such amendments and supplements to the Registration
  Statement as may be necessary to keep such Registration Statement effective
  until the shares are no longer required for the selling stockholders to sell
  their shares.

       The selling stockholders and any of their pledgees, assignees and
  successors-in-interest may, from time to time, sell any or all of their shares
  of common stock on any stock exchange, market or trading 

                                       12
<PAGE>
 
  facility on which the shares are traded or in private transactions. These
  sales may be at fixed or negotiated prices. The selling stockholders may use
  any one or more of the following methods when selling shares:

       .  ordinary brokerage transactions and transactions in which the broker-
          dealer solicits purchasers,

       .  block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction,

       .  purchases by a broker-dealer as principal and resale by the broker-
          dealer for its account,

       .  an exchange distribution in accordance with the rules of the
          applicable exchange,

       .  privately negotiated transactions,

       .  short sales,

       .  broker-dealers may agree with the selling stockholders to sell a
          specified number of such shares at a stipulated price per share,

       .  a combination of any such methods of sale, and

       .  any other method permitted pursuant to applicable law.

       The selling stockholders may also sell shares under Rule 144 under the
  Securities Act, if available, rather than under this prospectus.

       The selling stockholders may pledge their shares to their brokers under
  the margin provisions of customer agreements.  If a selling stockholder
  defaults on a margin loan, the broker may, from time to time, offer and sell
  the pledged shares.

       Broker-dealers engaged by the selling stockholders may arrange for other
  brokers-dealers to participate in sales.  Broker-dealers may receive
  commissions or discounts from the selling stockholders (or, if any broker-
  dealer acts as agent for the purchaser of shares, from the purchaser) in
  amounts to be negotiated.  The selling stockholders do not expect these
  commissions and discounts to exceed what is customary in the types of
  transactions involved.

       The selling stockholders and any broker-dealers or agents that are
  involved in selling the shares may be deemed to be "underwriters" within the
  meaning of the Securities Act in connection with such sales.  In such event,
  any commissions received by such broker-dealers or agents and any profit on
  the resale of the shares purchased by them may be deemed to be underwriting
  commissions or discounts under the Securities Act.

       We are required to pay all fees and expenses incident to the registration
  of the shares, including fees and disbursements of counsel to the selling
  stockholders.  We have agreed to indemnify the selling stockholders against
  certain losses, claims, damages and liabilities, including liabilities under
  the Securities Act.

       In order to comply with the securities laws of certain states, the shares
  must be offered or sold only through registered or licensed  brokers or
  dealers.  In addition, in certain states, the shares may not be offered or
  sold unless they have been registered or qualified for sale in the applicable
  state or an exemption from the registration or qualification requirement is
  available and is complied with.

       Under the Securities Exchange Act of 1934, any person engaged in the
  distribution of the shares may not simultaneously engage in market-making
  activities with respect to the common stock for five business days prior to
  the start of the distribution.  In addition, each selling stockholder and any
  other person participating in a distribution will be subject to the Exchange
  Act, which may limit the timing of purchases and sales of common stock by the
  selling stockholder or any such other person.  These factors may affect the
  marketability of the common stock and the ability of brokers or dealers to
  engage in market-making activities.

                                       13
<PAGE>
 
       These shares were originally issued to the selling stockholders pursuant
  to an exemption from the registration requirements under Sections 4(2) or
  3(a)(9) of the Securities Act or otherwise.  We have agreed to register the
  shares under the Securities Act and to indemnify and hold the selling
  stockholders harmless against certain liabilities under the Securities Act
  that could arise in connection with the selling stockholders' sale of their
  shares.  We have agreed to pay all reasonable fees and expenses incident to
  the filing of the Registration Statement.


                                 LEGAL MATTERS

       Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston,
  Massachusetts, will deliver its opinion that the shares of common stock
  offered in this prospectus have been validly issued and are fully paid and
  non-assessable.


                                    EXPERTS

       The consolidated financial statements incorporated in this Prospectus by
  reference to the Annual Report on Form 10-K for the year ended January 2,
  1999, have been so incorporated in reliance on the report of
  PricewaterhouseCoopers, LLP, independent accountants, given on the authority
  of said firm as experts in auditing and accounting.

                                       14
<PAGE>
 
=======================================      =================================
                                                                               
You should rely only on the information                4,258,137              
contained in this prospectus. We have                   shares                 
not authorized anyone to provide you                                          
with information different from that                                          
contained in this prospectus. The                  
selling stockholders are offering to               
sell and seeking offers to buy shares                Number Nine Visual
of our common stock only in                        Technology Corporation
jurisdictions where offers and sales                 
are permitted. The information                                                
contained in this prospectus is                      
accurate only as of April 30, 1999.                   Common Stock 
You should not assume that this                      
prospectus is accurate as of any other          ($.01 par value per share) 
date.                                                
                                                                               
                                                      __________               
                                                                               
                                                      PROSPECTUS               
                                                      __________                
 
          TABLE OF CONTENTS
 
 
                                    Page
                                    ----
Prospectus Summary................    2
Risk Factors......................    3
Where to Find More Information....    8
Incorporation of Documents by     
 Reference........................    9
Forward Looking Statements........    9
Use of Proceeds...................   10
Dividend Policy...................   10
Selling Stockholders..............   10
Plan of Distribution..............   12
Legal Matters.....................   14
Experts...........................   14                         , 1999
                                                         -------

=======================================      =================================
<PAGE>
 
                PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS
                                        
  Item 14.  Other Expenses of Issuance and Distribution.

       The following table sets forth the Company's estimates (other than the
  SEC and Nasdaq registration fees) of the expenses in connection with the
  issuance and distribution of the shares of common stock being registered.
  None of the following expenses are being paid by the selling stockholders.
 
<TABLE>
<CAPTION>
Item                                                                           Amount
----                                                                         -----------
<S>                                                                          <C> 
 SEC registration fee...............................................         $ 2,940.94
 Nasdaq listing fee.................................................          47,220.00
 Legal fees and expenses............................................          12,000.00
 Accounting fees and expenses.......................................          10,000.00
 Miscellaneous fees and expenses....................................             839.06
                                                                             ----------
 Total..............................................................         $73,000.00
                                                                             ----------
</TABLE>

  Item 15.  Indemnification of Directors and Officers.

       Section 145(a) of the General Corporation Law of the State of Delaware
  provides that a Delaware corporation may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (other than an action by or in the right of the corporation)
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or enterprise,
  against expenses, judgments, fines and amounts paid in settlement actually and
  reasonably incurred by him in connection with such action, suit or proceeding
  if he acted in good faith and in a manner he reasonably believed to be in or
  not opposed to the best interests of the corporation, and, with respect to any
  criminal action or proceeding, had no cause to believe his conduct was
  unlawful.

       Section 145(b) provides that a Delaware corporation may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against expenses
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted under similar standards, except
  that no indemnification may be made in respect of any claim, issue or matter
  as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the court in which such action
  or suit was brought shall determine that despite the adjudication of
  liability, such person is fairly and reasonably entitled to be indemnified for
  such expenses which the court shall deem proper.

       Section 145 further provides that to the extent a director or officer of
  a corporation has been successful in the defense of any action, suit or
  proceeding referred to in subsections (a) and (b) or in the defense of any
  claim, issue or matter therein, he shall be indemnified against expenses
  actually and reasonably incurred by him in connection therewith; that
  indemnification provided for by Section 145 shall not be deemed exclusive of
  any other rights to which the indemnified party may be entitled; and that the
  corporation may purchase and maintain insurance on behalf of a director or
  officer of the corporation against any liability asserted against  him or
  incurred by him in any such capacity or arising out of his status as such
  whether or not the corporation would have the power to indemnify him against
  such liabilities under such Section 145.

       The Restated Certificate of Incorporation and Restated By-laws of the
  Company provide for indemnification of the Company's directors and officers to
  the fullest extent permitted by law. The Restated By-laws also permit the
  Board of Directors to authorize the Company to purchase and maintain insurance
  against 

                                      II-1
<PAGE>
 
  any liability asserted against any director, officer, employee or agent of the
  Company arising out of his capacity as such. Insofar as indemnification for
  liabilities under the Securities Act may be permitted to directors, officers,
  or controlling persons of the Company pursuant to the Company's Restated
  Certificate of Incorporation, its Restated By-laws and the Delaware General
  Corporation Law, the Company has been informed that in the opinion of the
  Commission such indemnification is against public policy as expressed in such
  Act and is therefore unenforceable.

       As permitted by Section 102(b)(7) of the Delaware General Corporation
  Law, the Company's Restated Certificate of Incorporation provides that
  directors of the Company shall not be personally liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except for liability (i) for any breach of the director's duty of loyalty to
  the Company or its stockholders, (ii) for acts or omissions not in good faith
  or which involve intentional misconduct or a knowing violation of law, (iii)
  under Section 174 of the Delaware General Corporation Law, relating to
  prohibited dividends or distributions or the repurchase or redemption of stock
  or (iv) for any transaction from which the director derives an improper
  personal benefit. As a result of this provision, the Company and its
  stockholders may be unable to obtain monetary damages from a director for
  breach of his or her duty of care.

  Item 16.  Exhibits and Financial Statement Schedules

(a)                Exhibits.

            4.1  Restated Certificate of Incorporation of the Company (Filed as
                 an Exhibit to the Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1995 filed with the Securities and Exchange
                 Commission on August 15, 1995 and incorporated herein by
                 reference.)

            4.2  Restated By-laws of the Company (Filed as an Exhibit to the
                 Registrant's Registration Statement on Form S-1 filed with the
                 Securities and Exchange Commission on April 27, 1995 and
                 incorporated herein by reference.)

            4.3  Certificate of Designation for the Series A Preferred
                 Convertible Stock. (Filed as an Exhibit to the Registrant's
                 Annual Report on Form 10-K for the fiscal year ended January 2,
                 1999 filed with the Securities and Exchange Commission on 
                 April 2, 1999 and incorporated herein by reference.)

            4.4  Certificate of Designation, Preference and Rights of the Series
                 B Convertible Preferred Stock and Certificate of Correction to
                 the Certificate of Designation, Preference and Rights of the
                 Series B Preferred Stock. (Filed as an Exhibit to the
                 Registrant's Current Report on Form 8-K for the March 31, 1999
                 event filed with the Securities and Exchange Commission on
                 April 12, 1999 and incorporated herein by reference.)

            5.1  Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                 regarding legality

           23.1  Consent of PricewaterhouseCoopers, LLP

           23.2  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                 (see Exhibit 5.1)

           24.1  Power of Attorney (included on signature page)

                                      II-2
<PAGE>
 
  Item 17.  Undertakings

       (a) The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
  after the effective date of the Registration Statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the
  registration statement. Notwithstanding the foregoing, any increase or any
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  derivation from the low end or high end of the estimated maximum offering
  range may be reflected in the form of prospectus filed with the Commission
  pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
  represent no more than 20% change in the maximum aggregate offering price set
  forth the "Calculation of Registration Fee" table in the effective
  registration statement; and

               (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement;

  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  the registration statement is on Form S-3 or Form S-8, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
  Act of 1934 that are incorporated by reference in the registration statement.

           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.

       (b) Insofar as indemnification for liabilities arising under the Act may
  be permitted to directors, officers and controlling persons of the Registrant
  pursuant to the foregoing provisions, or otherwise, the Registrant has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the
  Registrant in the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in connection with
  the securities being registered, the Registrant will, unless in the opinion of
  its counsel the matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such indemnification by
  it is against public policy as expressed in the Act and will be governed by
  the final adjudication of such issue.

       (c) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 

                                      II-3
<PAGE>
 
  Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
  reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

       (d) The undersigned Registrant hereby undertakes to deliver or cause to
  be delivered with the prospectus, to each person to whom the prospectus is
  sent or given, the latest annual report to security holders that is
  incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
  Exchange Act of 1934; and, where interim financial information required to be
  presented by Article 3 of Regulation S-X is not set forth in the prospectus,
  to deliver, or cause to be delivered to each person to whom the prospectus is
  sent or given, the latest quarterly report that is specifically incorporated
  by reference in the prospectus to provide such interim financial information.

                                      II-4
<PAGE>
 
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant has duly caused this Registration Statement to be signed on its
  behalf by the undersigned, thereunto duly authorized, in the Town of Lexington
  and Commonwealth of Massachusetts on the 30th day of April, 1999.

                                 NUMBER NINE VISUAL TECHNOLOGY CORPORATION

                                 By:   /s/Timothy J. Burns
                                    ------------------------------
                                      Timothy J. Burns
                                      Chief Financial Officer

                               POWER OF ATTORNEY

       The registrant and each person whose signature appears below constitutes
  and appoints Timothy Burns and William Ralph, and each of them singly, his
  true and lawful attorneys-in-fact and agents, with full power of substitution
  and resubstitution, for him, and in his name, place and stead, in any and all
  capacities, to sign and file (i) any and all amendments (including post-
  effective amendments) to this Registration Statement, with all exhibits
  thereto, and other documents in connection therewith, and (ii) a registration
  statement, and any and all amendments thereto, relating to the offering
  covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933,
  with the Securities and Exchange Commission, granting unto said attorneys-in-
  fact and agents, and each of them, full power and authority to do and perform
  each and every act and thing requisite or necessary to be done in and about
  the premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or any of them, or their or his substitute or substitutes, may lawfully
  do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons and in
  the capacities indicated on the 30th day of April, 1999.

<TABLE>
<CAPTION>
             Signature                              Title                       Date
-----------------------------------  ------------------------------------  --------------
<S>                                  <C>                                   <C>

 /s/  William Ralph                  Chief Operating Officer               April 30, 1999
-----------------------------------  
 William Ralph


 /s/  Timothy J. Burns               Chief Financial Officer               April 30, 1999
-----------------------------------  
 Timothy J. Burns
 

/s/ William H. Thalheimer
-----------------------------------  Chairman of the Board of Directors   April 30, 1999
 William H. Thalheimer


 /s/ Andrew Najda                    Chief Executive Officer and Director  April 30, 1999
-----------------------------------
 Andrew Najda


 /s/  Stanley W. Bialek              Director                              April 30, 1999
-----------------------------------           
 Stanley W. Bialek


 /s/  Dr. Fouad H. Nader             Director                              April 30, 1999
-----------------------------------           
 Dr. Fouad H. Nader
</TABLE>

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX

  Exhibit
  Number                    Exhibit
  ------                    -------

    4.1           Restated Certificate of Incorporation of the Company (Filed as
                  an Exhibit to the Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1995 filed with the Securities and
                  Exchange Commission on August 15, 1995 and incorporated herein
                  by reference.)

    4.2           Restated By-laws of the Company (Filed as an Exhibit to the
                  Registrant's Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission on April 27, 1995 and
                  incorporated herein by reference.)

    4.3           Certificate of Designation for the Series A Preferred
                  Convertible Stock.  (Filed as an Exhibit to the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended January
                  2, 1999 filed with the Securities and Exchange Commission on
                  April 2, 1999 and incorporated herein by reference.)

    4.4           Certificate of Designation, Preference and Rights of the
                  Series B Convertible Preferred Stock and Certificate of
                  Correction to the Certificate of Designation, Preference and
                  Rights of the Series B Preferred Stock.  (Filed as an Exhibit
                  to the Registrant's Current Report on Form 8-K for the March
                  31, 1999 event filed with the Securities and Exchange
                  Commission on April 12, 1999 and incorporated herein by
                  reference.)

    5.1           Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  regarding legality

   23.1           Consent of PricewaterhouseCoopers, LLP

   23.2           Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (see Exhibit 5.1)

   24.1           Power of Attorney (included on signature page)