-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AlAj4WpD/ESjXgw/f/H6BTnXriFZ5PvdjEhRdTYdS2V8rUE+d8S3DqlKYTEBGDyW YPKw2enxgV+LJ7bXu/tm1g== 0000050863-96-000038.txt : 19961029 0000050863-96-000038.hdr.sgml : 19961029 ACCESSION NUMBER: 0000050863-96-000038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961028 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX TECHNOLOGIES LTD CENTRAL INDEX KEY: 0000832767 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042685985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39845 FILM NUMBER: 96648853 BUSINESS ADDRESS: STREET 1: 2770 DE LA CRUZ BLVD CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 6175514000 MAIL ADDRESS: STREET 1: 2770 DE LA CRUZ BLVD CITY: SANTA CLARA STATE: CA ZIP: 95050 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RN6-27 CITY: SANTA CLARA STATE: CA ZIP: 95052-8119 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment #1) PHOENIX TECHNOLOGIES LTD. (Name of Issuer) Common Stock (Title of Class of Securities) 719153-10-8 (CUSIP Number) F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Telephone: (408) 765-8080 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 2 1. NAME OF REPORTING PERSON Intel S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE Corporation PERSON 94-1672743 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEM2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER 1,109,764 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,109,764 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,109,764 . REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] . EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT INROW 7/2% . (11) 14 TYPE OF REPORTING PERSON CO . 3 Intel Corporation ("Intel" or the "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on February 26, 1996, with respect to the Common Stock of Phoenix Technologies Ltd. ("Phoenix" or the "Issuer"). Item 2. Identity and Background. (a)Name of Person Filing: Intel Corporation The executive officers and directors of Intel Corporation are set forth on Appendix A hereto. (b)Principal Business: Manufacturer of microcomputer components, modules and systems. (c)Address of Principal Business and Principal Office: 2200 Mission College Boulevard Santa Clara, CA 95052-8119 (d)Criminal Proceedings: During the last five years neither the Reporting Person nor any officer or director of the Reporting Person has been convicted in any criminal proceeding. (e)Civil Proceedings: During the last five years neither the Reporting Person nor any officer or director of the Reporting Person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person would have been subject to any judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. (f)State of Incorporation: Delaware Item 4. Purpose of the Transaction. On February 15, 1996, the Reporting Person acquired 894,971 shares of Common Stock of the Issuer and a warrant (the "Warrant") to purchase up to 1,073,965 additional shares of Common Stock of the Issuer. The shares and Warrant were acquired as an investment and in connection with a technology agreement between the Issuer and the Reporting Person pursuant to which the Issuer will become a principal supplier of certain system-level software for certain products of the Reporting Person. The shares of Common Stock subject to the Warrant vest and become exercisable over a period of five years, pursuant to a schedule set forth in the Warrant. On December 15, 1996, the Reporting Person will have the right to acquire 214,793 shares of Common Stock of the Issuer pursuant to the Warrant. The exercise price for the shares increases each year that the Warrant is in effect, pursuant to a schedule set forth in the Warrant. The Warrant expires on April 30, 2001. 4 Item 5. Interests in Securities of the Issuer. (a)Number of Shares Beneficially Owned: 1,109,764 shares (of which 214,793 shares are issuable upon exercise of the Warrant by the Reporting Person)* Percent of Class: 7.2% (based upon 15,369,352 shares of common stock outstanding, as reported by the Issuer in its Form 10-Q for the quarter ended June 30, 1996)* (b)Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 1,109,764 shares* (c)Recent Transactions: On December 15, 1996, the Reporting Person will have the right to acquire an additional 214,793 shares of Common Stock of the Issuer pursuant to the Warrant. (d)Rights with Respect to Dividends or Sales Proceeds: N/A (e)Date of Cessation of Five Percent Beneficial Ownership: N/A ________________________ *Does not include 859,172 additional shares of Common Stock that the Reporting Person has a right to acquire pursuant to the Warrant. Such shares are not beneficially owned by the Reporting Person under Rule 13d-3 because the Reporting Person does not have a right to acquire such shares within the next 60 days. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of October 28, 1996. INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary 6 APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director. All Directors are United States citizens. Name: Craig R. Barrett Business Address: 2200 Mission College Boulevard Santa Clara, CA 95052 Principal Occupation: Executive Vice President and Chief Operating Officer of Intel Corporation Name, principal business and Intel Corporation, a address of corporation or manufacturer of microcomputer other organization on which components, modules and employment is conducted: systems 2200 Mission College Boulevard Santa Clara, CA 95052 Name: Winston H. Chen Business Address: Paramitas Foundation 3945 Freedom Circle, Suite 760 Santa Clara, CA 95054 Principal Occupation: Chairman of Paramitas Foundation Name, principal business and Paramitas Foundation, a address of corporation or charitable foundation other organization on which 3945 Freedom Circle, Suite 760 employment is conducted: Santa Clara, CA 95054 Name: Andrew S. Grove Business Address: 2200 Mission College Boulevard Santa Clara, CA 95052 Principal Occupation: President and Chief Executive Officer of Intel Corporation Name, principal business and Intel Corporation, a address of corporation or manufacturer of microcomputer other organization on which components, modules and employment is conducted: systems 2200 Mission College Boulevard Santa Clara, CA 95052 Name: D. James Guzy Business Address: 295 North Bernardo Mountain View, CA 94043 Principal Occupation: Chairman of The Arbor Company Name, principal business and The Arbor Company, a limited address of corporation or partnership engaged in the other organization on which electronics and computer employment is conducted: industry 295 North Bernardo Mountain View, CA 94043 Name: Gordon E. Moore Business Address: 2200 Mission College Boulevard Santa Clara, CA 95052 Principal Occupation: Chairman of the Board of Intel Corporation Name, principal business and Intel Corporation, a address of corporation or manufacturer of microcomputer other organization on which components, modules and employment is conducted: systems 2200 Mission College Boulevard Santa Clara, CA 95052 Name: Max Palevsky Business Address: 924 Westwood Boulevard Suite 700 Los Angeles CA 90024 Principal Occupation: Industrialist Name, principal business and Self-employed. address of corporation or other organization on which employment is conducted: Name: Arthur Rock Business Address: One Maritime Plaza, Suite 1220 San Francisco, CA 94111 Principal Occupation: Venture Capitalist Name, principal business and Arthur Rock and Company, a address of corporation or venture capital firm other organization on which One Maritime Plaza, Suite 1220 employment is conducted: San Francisco, CA 94111 Name: Jane E. Shaw Business Address: c/o Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Principal Occupation: Founder of the Stable Network, a biopharmaceutical consulting company Name, principal business and c/o Intel Corporation address of corporation or 2200 Mission College Boulevard other organization on which Santa Clara, CA 95052 employment is conducted: Name: Leslie L. Vadasz Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Senior Vice President, Director, Corporate Business Development, Intel Corporation Name, principal business and Intel Corporation, a address of corporation or manufacturer of microcomputer other organization on which components, modules and employment is conducted: systems 2200 Mission College Boulevard Santa Clara, CA 95052 Name: David B. Yoffie Business Address: Harvard Business School, Soldiers Field Park 1-411, Boston, MA 92163 Principal Occupation: Max and Doris Starr, Professor of International Business Administration Name, principal business and Harvard Business School, an address of corporation or educational institution, other organization on which Harvard Business School, employment is conducted: Soldiers Field Park 1-411 Boston, MA 92163 Name: Charles E. Young Business Address: 405 Hilgard Avenue Los Angeles, CA 90024 Principal Occupation: Chancellor Name, principal business and University of California at address of corporation or Los Angeles, an educational other organization on which institution employment is conducted: 405 Hilgard Avenue Los Angeles, CA 90024 EXECUTIVE OFFICERS The following is a list of all executive officers of Intel Corporation excluding executive officers who are also directors. Unless otherwise indicated, each officer's business address is 2200 Mission College Boulevard, Santa Clara, CA 95952-8119, which address is Intel Corporation's business address. All executive officers are United States citizens. Name: Frank C. Gill Title: Executive Vice President; General Manager, Intel Products Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124- 6497 Name: Paul S. Otellini Title: Executive Vice President; Director, Sales Name: Gerhard S. Parker Title: Executive Vice President, General Manager, Technology and Manufacturing Group Name: G. Carl Everett, Jr. Title: Senior Vice President; General Manager, Desktop Products Group Name: David L. House Title: Senior Vice President; General Manager, Enterprise Server Group Name: Ronald J. Whittier Title: Senior Vice President; General Manager, Content Group Name: Albert Y. C. Yu Title: Senior Vice President; General Manager, Microprocessor Products Group Name: Michael A. Aymar Title: Vice President; General Manager, Desktop Products Group Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: F. Thomas Dunlap Title: Vice President; General Counsel and Secretary Name: Stephen P. Nachtsheim Title: Vice President; General Manager, Mobile/Handheld Products Group Name: Ronald J. Smith Title: Vice President; General Manager, Semiconductor Products Group Address: 5000 W. Chandler Boulevard, Chandler, Arizona 85226- 3699 -----END PRIVACY-ENHANCED MESSAGE-----