<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 Parkway
Santa Clara, CA 95052
Telephone: (408) 765-8080
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1994
(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 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 ("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 13 Pages
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 2 of 13 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
OWNED BY 8. SHARED VOTING POWER N/A
EACH _______________________________________________
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 8,032,811
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
____________________________________________________________
<PAGE> 3
CUSIP No. 918270-10-9 13D Page 3 of 13 Pages
Intel Corporation ("Intel" or the "Reporting Person") hereby amends and
restates its statement on Schedule 13D filed with the Securities and Exchange
Commission on July 8, 1992 (the "Initial Statement") and first amended on
August 25, 1992 with respect to the common stock (the "Common Stock"), of VLSI
Technology, Inc. ("VLSI" or the Issuer").
Item 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices of Issuer:
VLSI Technology, Inc.
1109 McKay Drive
San Jose, CA 95131
(b) Title of Class of Equity Securities: Common Stock
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 Blvd.
Santa Clara, CA 95052-8119
(c) Principal Business:
Intel Corporation designs, develops, manufactures and
markets advanced microcomputer components and related products
at various levels of integration.
(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.
<PAGE> 4
CUSIP No. 918270-10-9 13D Page 4 of 13 Pages
(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) Place of Organization: Delaware
Item 3. Source and Amount of Funds or Other Consideration.
Funds for purchase of securities are derived from the Reporting Person's
Working Capital.
Item 4. Purpose of the Transaction.
The Reporting Person acquired the Common Stock of the Issuer in connection
with the 1992 technology agreement to jointly develop chipsets for handheld
computers. Intel and VLSI have completed development of the chipsets as
contemplated by the 1992 technology agreement. Intel and VLSI have determined
that they will amend the technology agreement and not extend their joint
development efforts to other chipsets.
In connection with such determination, Intel is reviewing its current equity
ownership in VLSI and is considering liquidating all or a portion of its
ownership. Options being considered by Intel
<PAGE> 5
CUSIP No. 918270-10-9 13D Page 5 of 13 Pages
include, without limitation, the sale of all or a portion of the VLSI
securities owned by Intel pursuant to a public or private offering or the
disposition of a portion of such securities over time. Intel may determine
to retain all or some portion of such securities as an investment.
Item 5. Interest in Securities of the Issuer.
<TABLE>
<S> <C>
(a) Number of Shares Beneficially Owned: 5,355,207
Right to Acquire: 2,677,604 shares
Percent of Class: 21% (based on 35,423,857
shares of common stock outstanding as reported by VLSI
in its Form 10-Q for the quarter ended April 1, 1994)
</TABLE>
(b) Sole Power to Vote, Direct the Vote of, or
Dispose of Shares: 5,355,207 shares
(c) Recent Transactions:
On August 25, 1992, in accordance with the Stock and Warrant
Purchase Agreement attached hereto as Exhibit 1 (the
"Agreement") and incorporated by reference herein, the Reporting
Person acquired, for a total cash consideration of $50,000,000,
(i) 5,355,207 shares of previously unissued Common Stock of the
Issuer and (ii) a warrant (the "Warrant") to purchase 2,677,604
shares of Common Stock exercisable at $11.69 per share at any
time during the three years commencing on August 25, 1992.
<PAGE> 6
CUSIP No. 918270-10-9 13D Page 6 of 13 Pages
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent
Beneficial Ownership: N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to Section 4 of the Agreement, Intel will be subject to certain
standstill provisions and restrictions on transfer and voting of the securities
of the Issuer. See the Agreement for a further description of these
provisions.
Item 7. Material to be Filed as Exhibits.
<TABLE>
<S> <C>
Exhibit 1.* Intel/VLSI Stock and Warrant Purchase Agreement
Exhibit 2.* Intel/VLSI Joint Press Release Dated July 8, 1992
- ---------------
</TABLE>
* Previously filed.
<PAGE> 7
CUSIP No. 918270-10-9 13D Page 7 of 13 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 August 5, 1994.
INTEL CORPORATION
By __________________________
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
<PAGE> 8
CUSIP No. 918270-10-9 13D Page 8 of 13 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 Blvd., Santa Clara, CA 95052
Principal occupation: Executive Vice President and Chief Operating Officer of
Intel Corporation
Name, principal business and address of corporation or other organization in
which employment is conducted: Intel Corporation, a manufacturer of
microcomputer components, modules and systems.
2200 Mission College Blvd.,
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 address of corporation or other organization in
which employment is conducted: Paramitas Foundation, a charitable foundation,
3945 Freedom Circle,
Suite 760, Santa Clara, CA 95054
Name: Andrew S. Grove
Business Address: 2200 Mission College Blvd., Santa Clara, CA 95052
Principal occupation: President and Chief Executive Officer of Intel
Corporation
Name, principal business and address of corporation or other organization in
which employment is conducted: Intel Corporation, a manufacturer of
microcomputer components, modules and systems
2200 Mission College Blvd.,
Santa Clara, CA 95052
Name: D. James Guzy
Business Address: 295 North Bernardo, Mountain View, CA 94043
Principal occupation: President of The Arbor Company
Name, principal business and address of corporation or other organization in
which employment is conducted: The Arbor Company, a limited partnership
engaged in the electronics and
computer industry.
295 North Bernardo, Mountain View, CA 94043
<PAGE> 9
CUISP No. 918270-10-9 13D Page 9 of 13 Pages
Name: Gordon E. Moore
Business Address: 2200 Mission College Blvd., Santa Clara, CA 95052
Principal occupation: Chairman of the Board of Intel Corporation
Name, principal business and address of corporation or other organization in
which employment is conducted: Intel Corporation, a manufacturer of
microcomputer components, modules and systems.
2200 Mission College Blvd.,
Santa Clara, CA 95052
Name: Max Palevsky
Business Address: 924 Westwood Blvd., Suite 700, Los Angeles, CA 90024
Principal occupation: Industrialist
Name, principal business and address of corporation or other organization in
which employment is conducted: Self-employed.
Name: Arthur Rock
Business Address: #1 Maritime Plaza, Suite 1220, San Francisco, CA 94111
Principal occupation: Venture Capitalist
Name, principal business and address of corporation or other organization in
which employment is conducted: Arthur Rock and Company,
a venture capital firm.
#1 Maritime Plaza, Suite 1220,
San Francisco, CA 94111
Name: Jane E. Shaw
Business Address: 960 Page Mill Road, P.O. Box 10950, Palo Alto, CA 94303
Principal occupation: President and Chief Operating Officer of Alza
Corporation
Name, principal business and address of corporation or other organization in
which employment is conducted: Alza Corporation, a drug delivery company.
960 Page Mill Road, P.O. Box 10950,
Palo Alto, CA 94303
Name: Leslie L. Vadasz
Business Address: 2200 Mission College Blvd., Santa Clara, CA 95052
Principal occupation: Senior Vice President, Director, Corporate Business
Development, Intel Corporation
Name, principal business and address of corporation or other organization in
which employment is conducted: Intel Corporation, a manufacturer of
microcomputer components, modules and systems.
2200 Mission College Blvd.,
Santa Clara, CA 95052
<PAGE> 10
CUSIP No. 918270-10-9 13D Page 10 of 13 pages
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 address of corporation or other organization in
which employment is conducted: Harvard Business School, educational
institution. Harvard Business School,
Soldiers Field Park 1-411, Boston, MA 02163
Name: Charles E. Young
Business Address: 405 Hilgard Avenue, Los Angeles, CA 90024
Principal occupation: Chancellor
Name, principal business and address of corporation or other organization in
which employment is conducted: University of California at Los Angeles,
educational institution.
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, 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
<PAGE> 11
CUSIP No. 918270-10-9 13D Page 11 of 13 pages
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 Labs
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
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; General Manager, Communication Products Division
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; 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
<PAGE> 12
CUSIP No. 918270-10-9 13D Page 12 of 13 pages
Name: D. Craig Kinnie
Title: Vice President; Director, Architecture Development LAB
Name: Edward A. Masi
Title: Vice President; President, Supercomputer Systems Division
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497
Name: Arvind Sodhani
Title: Vice President and Treasurer
Name: Michael R. Splinter
Title: Vice President; General Manager, Components Manufacturing
Address: 4100 Sara Rd., Rio Rancho, NM 87124
<PAGE> 13
CUSIP No. 918270-10-9 13D Page 13 of 13 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
No. Document Numbered Page
- --- -------- --------------
<S> <C> <C>
1* Intel/VLSI Stock and Warrant
Purchase Agreement
2* Intel/VLSI Joint Press Release
Dated July 8, 1992
</TABLE>
____________________
* Previously filed.
