-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aa1zu0IuMxIAA+YofHATk5F/P4midvVlNPDA5WvOsXFYqtgIdKhKZZmkhDuXkB3x CaNs2n5u5VVvyDbcZsttkw== 0000891618-95-000013.txt : 19950608 0000891618-95-000013.hdr.sgml : 19950608 ACCESSION NUMBER: 0000891618-95-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950131 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VLSI TECHNOLOGY INC CENTRAL INDEX KEY: 0000704386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942597282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34648 FILM NUMBER: 95504288 BUSINESS ADDRESS: STREET 1: 1109 MCKAY DRIVE STREET 2: M-STOP 19 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084343000 MAIL ADDRESS: STREET 1: 1109 MCKAY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 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 AMENDMENT #3 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) VLSI TECHNOLOGY, INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 918270-10-9 (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) JANUARY 31, 1995 (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. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The information required in the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 11 Pages 2 CUSIP No. 918270-10-9 13D Page 2 of 11 Pages ______________________________________________________________________________ 1. NAME OF REPORTING PERSON Intel Corporation S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743 ______________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3. SEC USE ONLY ______________________________________________________________________________ 4. SOURCE OF FUNDS Working Capital ______________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) [ ] ______________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ NUMBER OF 7. SOLE VOTING POWER 8,032,811 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 8,032,811 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A ______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,032,811 ______________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ______________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21% ______________________________________________________________________________ 14. TYPE OF REPORTING PERSON CO ______________________________________________________________________________ 3 CUSIP No. 918270-10-9 13D Page 3 of 11 Pages Intel Corporation ("Intel" or the "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on July 8, 1992 (the "Initial Statement") and previously amended on August 25, 1992 and August 5, 1994 with respect to the common stock (the "Common Stock"), of VLSI Technology, Inc. ("VLSI" or the "Issuer"). Item 2. Identity and Background. (a) Name of Person Filing: Intel Corporation The officers and directors of Intel are set forth on Appendix A hereto. (b) Address of Principal Business Office: 2200 Mission College Boulevard Santa Clara, CA 95052-8119 (c) Principal Business: Manufacturer of microcomputer components, modules and systems. (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 was or is 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) Place of Organization: Delaware. 4 CUSIP No. 918270-10-9 13D Page 4 of 11 Pages Item 4. Purpose of the Transaction. The Reporting Person acquired the Common Stock of the Issuer in connection with a 1992 technology agreement to jointly develop chipsets for hand-held computers. Intel and VLSI have determined not to extend their joint development efforts to other chipsets, and have amended their technology agreements accordingly. In connection with such determination, Intel presently intends to liquidate all or a portion of its equity ownership in VLSI, through one or more sales pursuant to public or private offerings. Intel may determine to retain some portion of such securities as an investment. 5 CUSIP No. 918270-10-9 13D Page 5 of 11 Pages 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 January 31, 1995. INTEL CORPORATION By /s/ F. THOMAS DUNLAP, JR. ------------------------------ F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary 6 CUSIP No. 918270-10-9 13D Page 6 of 11 Pages APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director: 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 manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which employment 2200 Mission College Boulevard is conducted: 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 charitable foundation. address of corporation or other 3945 Freedom Circle, Suite 760 organization on which employment Santa Clara, CA 95054 is conducted: 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 manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which employment 2200 Mission College Boulevard is conducted: Santa Clara, CA 95052
7 CUSIP No. 918270-10-9 13D Page 7 of 11 Pages Name: D. James Guzy Business Address: 295 North Bernardo, Mountain View, CA 94043 Principal Occupation: President of The Arbor Company Name, principal business and The Arbor Company, a limited partnership engaged in the electronics address of corporation or other and computer industry. organization on which employment 295 North Bernardo is conducted: 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 manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which employment 2200 Mission College Boulevard is conducted: 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 venture capital firm. address of corporation or other One Maritime Plaza, Suite 1220 organization on which employment San Francisco, CA 94111 is conducted:
8 CUSIP No. 918270-10-9 13D Page 8 of 11 Pages Name: Jane E. Shaw Business Address: c/o Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Principal Occupation: Former President and Chief Operating Officer of Alza Corporation Name, principal business and c/o Intel Corporation address of corporation or other 2200 Mission College Boulevard organization on which employment Santa Clara, CA 95052 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 manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which employment 2200 Mission College Boulevard is conducted: Santa Clara, CA 95052 Name: David B. Yoffie Business Address: Harvard Business School, Soldiers Field Park 1-411, Boston, MA 02163 Principal Occupation: Max and Doris Starr, Professor of International Business Administration Name, principal business and Harvard Business School, an educational institution. address of corporation or other Harvard Business School organization on which employment Soldiers Field Park 1-411 is conducted: Boston, MA 02163
9 CUSIP No. 918270-10-9 13D Page 9 of 11 Pages Name: Charles E. Young Business Address: 405 Hilgard Avenue, Los Angeles, CA 90024 Principal Occupation: Chancellor Name, principal business and University of California at Los Angeles, an educational institution. address of corporation or other 405 Hilgard Avenue organization on which employment Los Angeles, CA 90024 is conducted:
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, California 95052-8119, which address is Intel Corporation's business address. Name: G. Carl Everett, Jr. Title: Senior Vice President; General Manager, Microprocessor Products Group Name: Frank C. Gill Title: Senior Vice President; General Manager, Intel Products Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497 Name: David L. House Title: Senior Vice President; Director, Corporate Strategy Name: Paul S. Otellini Title: Senior Vice President; Director, Sales Name: Gerhard S. Parker Title: Senior Vice President; General Manager, Technology and Manufacturing Group Name: Robert W. Reed Title: Senior Vice President; General Manager, Semiconductor Products Group Name: Ronald J. Whittier Title: Senior Vice President; General Manager, Intel Architecture Laboratories Name: Albert Y. C. Yu Title: Senior Vice President; General Manager, Microprocessor Products Group Name: Michael A. Aymar Title: Vice President; General Manager, Intel 486(TM) Microprocessor Division
10 CUSIP No. 918270-10-9 13D Page 10 of 11 Pages Name: Richard D. Boucher Title: Vice President; Director, Corporate Programs Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: Dennis L. Carter Title: Vice President; Director, Corporate Marketing Group Name: Sunlin Chou Title: Vice President; Director, Logic Technology Development Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497 Name: Jean-Claude Cornet Title: Vice President; Director, Microprocessor Technology Name: F. Thomas Dunlap, Jr. Title: Vice President; General Counsel and Secretary Name: Kirby A. Dyess Title: Vice President; Director, Human Resources Name: Carlene M. Ellis Title: Vice President; Director, Information Technology Name: Thomas L. Hogue Title: Vice President; Director, Corporate Materials and Services Name: Harold E. Hughes, Jr. Title: Vice President; Director, Planning and Logistics Name: Robert T. Jenkins Title: Vice President; Director, Corporate Licensing Name: D. Craig Kinnie Title: Vice President; Director, Architecture Development Lab Name: Edward A. Masi Title: Vice President; General Manager, Scalable Systems Division Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497 Name: Stephen P. Nachtsheim Title: Vice President; General Manager, Mobile and Home Products Group Name: Arvind Sodhani Title: Vice President and Treasurer
11 CUSIP No. 918270-10-9 13D Page 11 of 11 Pages Name: Michael R. Splinter Title: Vice President; General Manager, Components Manufacturing Address: 4100 Sara Boulevard, Rio Rancho, NM 87124
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