<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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)
MARCH 7, 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 5 Pages
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 2 of 5 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 5 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 and March 2, 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 March 7, 1995, in privately negotiated
transactions, Intel sold call options covering an aggregate of 1,535,000 shares
of Common Stock. The strike prices of the call options range from $15.00 to
$15.25 per share and 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 would be made under the call options if the Market Price is less than
the strike price of the call options on the expiration date.
On March 7, 1995 and March 8, 1995, in privately negotiated
transactions, Intel sold put options covering 1,535,000 shares of Common Stock
with a strike price of $12.00 per share. 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 counterparty 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 would 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
- --------------------
* Previously filed.
** Documentation confirming sales of the call and put options is pending and
will be filed by amendment.
<PAGE> 4
CUSIP No. 918270-10-9 13D Page 4 of 5 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 March 8, 1995.
INTEL CORPORATION
By /s/ ANDY D. BRYANT
------------------------------
Andy D. Bryant
Vice President and Chief
Financial Officer
<PAGE> 5
CUSIP No. 918270-10-9 13D Page 5 of 5 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
---------
Total 1,535,000
</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
---------
Total 1,535,000
</TABLE>
