<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
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)
APRIL 10, 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 6 Pages
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 2 of 6 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
______________________________________________________________________________
<TABLE>
<S> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 2,677,604
SHARES (warrants)
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,677,604
REPORTING (warrants)
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
______________________________________________________________________________
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,677,604
(warrants)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 7%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON CO
______________________________________________________________________________
<PAGE> 3
CUSIP No. 918270-10-9 13D Page 3 of 6 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, August 5, 1994, January 31, 1995, February 3, 1995, February 6, 1995,
February 14, 1995, February 17, 1995, March 2, 1995, March 9, 1995, March 13,
1995 and March 20, 1995, with respect to the common stock (the "Common Stock"),
of VLSI Technology, Inc. ("VLSI" or the "Issuer").
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to Section 4 of the Stock and Warrant Purchase Agreement, dated
August 25, 1992 (the "Agreement"), between Intel and VLSI, Intel is subject to
certain standstill provisions and restrictions on transfer and voting with
respect to its securities of VLSI. See the Agreement for a further description
of these provisions.
Between February 24, 1995 and April 11, 1995, Intel sold call options
covering an aggregate of 2,310,000 shares of Common Stock. The strike prices of
the call options range from $15.00 to $18.88 per share. All of the call options
were sold in privately negotiated transactions. The call options can only be
exercised on, and expire on, October 1, 1997.
The call options, if exercised, will be settled in cash, and Intel will
pay to the counterparties an amount equal to (a) the number of shares subject
to the call option multiplied by (b) the positive amount, if any, determined by
subtracting the call option strike price from the market price per share of the
Common Stock on October 1, 1997 (the "Market Price"). No payment will be made
under the call options if the Market Price is less than the strike price of the
call options on the expiration date.
Between March 7, 1995 and April 11,1995, Intel purchased put options
covering an aggregate of 2,310,000 shares of Common Stock. The strike prices of
the put options range from $12.00 to $14.50 per share. All of the put options
were purchased in privately negotiated transactions. The put options can only
be exercised on, and expire on, October 1, 1997.
The put options, if exercised, will be settled in cash, and the
counterparties will pay to Intel an amount equal to (a) the number of shares
subject to the put option multiplied by (b) the positive amount, if any,
determined by subtracting the Market Price from the put option strike price. No
payment will be made under the put options if the Market Price is greater than
the put option strike price on the expiration date.
The call and put options do not permit or obligate either party to
purchase or sell shares of the Common Stock upon their exercise. Intel entered
into the call and put options to reduce the investment risk associated with
its rights under its warrants to purchase 2,677,604 shares of the Common Stock.
Intel intends to engage in additional hedging activity, which may include the
sale of additional call options and the purchase of additional put options, in
connection with hedging the investment risk associated with its rights under
the warrants.
Exhibit 3.1 discloses the identity of the counterparties to, and the
terms of, the call and put options.
Item 7. Material to be Filed as Exhibits.
*Exhibit 1, Intel/VLSI Stock and Warrant Purchase Agreement
*Exhibit 2. Intel/VLSI Joint Press Release Dated July 8, 1992
Exhibit 3.1 Schedule of Call and Put Options
**Exhibit 3.2 Call and Put Option Agreements
Exhibit 4 Resolution Regarding Signature Authority
- --------------------
* Previously filed.
** Documentation confirming sales of the call options and purchases of the put
options is pending and will be filed by amendment.
<PAGE> 4
CUSIP No. 918270-10-9 13D Page 4 of 6 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 April 11, 1995.
INTEL CORPORATION
By /s/ ARVIND SODHANI
------------------------------
Arvind Sodhani
Vice President and Treasurer
<PAGE> 5
CUSIP No. 918270-10-9 13D Page 5 of 6 Pages
EXHIBIT 3.1
SCHEDULE OF CALL AND PUT OPTIONS
CALL OPTIONS
<TABLE>
<CAPTION>
NUMBER OF EXPIRATION
TRADE DATE COUNTERPARTY SHARES STRIKE PRICE DATE
---------- -------------------------- --------- ------------ -----------
<S> <C> <C> <C> <C>
2/24/95 Union Bank of Switzerland ("USB") 140,000 $15.00 10/1/97
2/27/95 UBS 60,000 $15.00 10/1/97
3/1/95 UBS 110,000 $15.00 10/1/97
3/1/95 UBS 40,000 $15.00 10/1/97
3/1/95 Lehman Brothers S.A. 1,000,000 $15.25 10/1/97
3/1/95 UBS 20,000 $15.00 10/1/97
3/3/95 UBS 65,000 $15.00 10/1/97
3/6/95 UBS 100,000 $15.00 10/1/97
3/16/95 Lehman Brothers S.A. 250,000 $17.50 10/1/97
3/27/95 Swiss Bank Corporation 125,000 $18.00 10/1/97
4/10/95 Swiss Bank Corporation 200,000 $18.00 10/1/97
4/11/95 Swiss Bank Corporation 200,000 $18.88 10/1/97
---------
Total 2,310,000
</TABLE>
PUT OPTIONS
<TABLE>
<CAPTION>
NUMBER OF EXPIRATION
TRADE DATE COUNTERPARTY SHARES STRIKE PRICE DATE
---------- -------------------------- --------- ------------ -----------
<S> <C> <C> <C> <C>
3/7/95 Lehman Brothers S.A. 1,000,000 $12.00 10/1/97
3/8/95 Lehman Brothers S.A. 535,000 $12.00 10/1/97
3/16/95 Lehman Brothers S.A. 250,000 $14.00 10/1/97
3/27/95 Swiss Bank Corporation 125,000 $14.00 10/1/97
4/10/95 Swiss Bank Corporation 200,000 $14.00 10/1/97
4/11/95 Swiss Bank Corporation 200,000 $14.50 10/1/97
---------
Total 2,310,000
</TABLE>
<PAGE> 6
CUSIP No. 918270-10-9 13D Page 6 of 6 Pages
Exhibit 4
Resolution Regarding Signature Authority
CERTIFICATE
I, Lisa P. Ansilio, duly appointed and acting Assistant Secretary of Intel
Corporation, a Delaware corporation, do hereby certify that the following is
a true and correct copy of a resolution adopted by the Board of Directors of
Intel Corporation at a meeting duly called and held on March 22, 1995, at which
a quorum was present at all times, and that such resolution has not been amended
or rescinded and is still in full force and effect.
VLSI WARRANT HEDGING
RESOLVED, that the Chairman of the Board, the President and Chief
Executive Officer, the Executive Vice President and Chief Operating
Officer, the Vice President and Chief Financial Officer, the Vice President
and Treasurer, the Senior Vice President and Director, Corporate Development
and the Vice President and Secretary (collectively, the "Authorized
Officers") of the Corporation be, and each of them hereby is, authorized to
execute any and all amendments to the Corporation's statement on Schedule
13D filed with the Securities and Exchange Commission with respect to the
Corporation's beneficial ownership of shares of VLSI Common Stock, as
necessary to report the Corporation's hedging activities with respect to the
Warrant and the underlying shares of VLSI Common Stock.
IN WITNESS WHEREOF, I have executed this certificate this 11th day of
April, 1995.
/s/ Lisa P. Ansilio
_________________________
Lisa P. Ansilio
Assistant Secretary
