<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
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)
MAY 3, 1995(1)
(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).
- ------------------
(1) This amendment is being made to file confirming documentation for
transactions previoiusly reported.
(Continued on following pages)
Page 1 of 19 Pages
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 2 of 19 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 19 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, March 20, 1995, April 12, 1995, April 14, 1995, April 18, 1995, and
April 28, 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 17, 1995, Intel sold call options
covering an aggregate of 2,677,604 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 17, 1995, Intel purchased put options
covering an aggregate of 2,677,604 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.
On April 26, 1995, in a privately negotiated transaction, Intel sold
previously purchased put options covering an aggregate of 1,535,000 shares with
a strike price of $12.00 per share back to the counterparty, and purchased put
options from the same counterparty covering an aggregate of 1,535,000 shares
with a strike price of $15.00 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
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 3.2.1 Schedule to International Swaps and Derivatives
Association Form Master Agreement (1992 version)
dated as of April 15, 1993 between Union Bank of
Switzerland and Intel Corporation
Exhibit 3.2.2 Form of Confirmation between Union Bank of
Switzerland and Intel Corporation
**Exhibit 3.3 Agreements with Swiss Bank Corporation
**Exhibit 3.4 Agreements with Lehman Brothers Finance, S.A.
*Exhibit 4 Resolution Regarding Signature Authority
- --------------------
* Previously filed.
** Documentation confirming sales of these call options and purchases of
these put options is pending and will be filed by amendment.
<PAGE> 4
CUSIP No. 918270-10-9 13D Page 4 of 19 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 May 17, 1995.
INTEL CORPORATION
By /s/ ARVIND SODHANI
------------------------------
Arvind Sodhani
Vice President and Treasurer
<PAGE> 1
CUSIP No. 918270-10-9 13D Page 5 of 19 Pages
EXHIBIT 3.1
SCHEDULE OF CALL AND PUT OPTIONS
CALL OPTIONS WRITTEN (SOLD)
<TABLE>
<CAPTION>
NUMBER OF PREMIUM EXPIRATION
TRADE DATE COUNTERPARTY SHARES STRIKE PRICE PREMIUM PAYMENT DATE DATE
- ---------- -------------------------- --------- ------------ ------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
2/24/95 Union Bank of Switzerland ("UBS") 140,000 $15.00 $693,000 3/3/95 10/1/97
2/27/95 UBS 60,000 $15.00 $309,000 3/6/95 10/1/97
3/1/95 UBS 170,000 $15.00 $837,097 3/8/95 10/1/97
3/1/95 Lehman Brothers Finane S.A. ("Lehman") 1,000,000 $15.25 $4,600,000 3/8/95 10/1/97
3/3/95 UBS 65,000 $15.00 $319,800 3/10/95 10/1/97
3/6/95 UBS 100,000 $15.00 $497,000 3/13/95 10/1/97
3/16/95 Lehman Brothers 250,000 $17.50 $1,327,500 3/23/95 10/1/97
3/27/95 Swiss Bank Corporation 125,000 $18.00 $626,250 4/3/95 10/1/97
4/10/95 Swiss Bank Corporation 200,000 $18.00 $1,028,800 4/17/95 10/1/97
4/11/95 Swiss Bank Corporation 200,000 $18.88 $1,096,000 4/18/95 10/1/97
4/12/95 Swiss Bank Corporation 120,000 $15.00 $912,000 4/19/95 10/1/97
4/13/95 Swiss Bank Corporation 229,176 $15.00 $1,780,698 4/20/95 10/1/97
4/17/95 Swiss Bank Corporation 18,428 $15.00 $144,660 4/24/95 10/1/97
---------
Total 2,677,604
</TABLE>
PUT OPTIONS PURCHASED
<TABLE>
<CAPTION>
NUMBER OF PREMIUM EXPIRATION
TRADE DATE COUNTERPARTY SHARES STRIKE PRICE PREMIUM PAYMENT DATE DATE
- ---------- -------------------------- --------- ------------ -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
3/16/95 Lehman 250,000 $14.00 $442,500 3/16/95 10/1/97
3/27/95 Swiss Bank Corporation 125,000 $14.00 $187,500 4/3/95 10/1/97
4/10/95 Swiss Bank Corporation 200,000 $14.00 $292,000 4/10/95 10/1/97
4/11/95 Swiss Bank Corporation 200,000 $14.50 $373,500 4/11/95 10/1/97
4/12/95 Swiss Bank Corporation 120,000 $14.00 $180,000 4/19/95 10/1/97
4/13/95 Swiss Bank Corporation 229,176 $14.00 $343,764 4/13/95 10/1/97
4/17/95 Swiss Bank Corporation 18,428 $14.00 $27,458 4/24/95 10/1/97
4/26/95 Lehman 1,535,000 $15.00 $2,394,600 5/1/95 10/1/97
---------
Total 2,677,604
</TABLE>
PUT OPTIONS CLOSED (REPURCHASED BY COUNTERPARTY)
<TABLE>
<CAPTION>
Date Number of Premium Expiration
Purchased Date Sold Counterparty Shares Strike Price Premium Payment Date Date
- --------- --------- ------------ --------- ------------ ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
3/7/95 4/26/95 Lehman 1,000,000 $12.00 *$1,285,000 3/14/95 10/1/97
3/8/95 4/26/95 Lehman 535,000 $12.00 * $749,000 3/15/95 10/1/97
- --------------------
* Intel received $1,128,225 from Lehman in connection with the repurchase of these put options.
</TABLE>
<PAGE> 1
CUSIP 918270-10-9 13D Page 6 of 19 pages
EXHIBIT 3.2.1
SCHEDULE
TO THE
MASTER AGREEMENT (THE "AGREEMENT")
DATED AS OF 15 APRIL, 1993
BETWEEN UNION BANK OF SWITZERLAND ("PARTY A")
AND INTEL CORPORATION ("PARTY B")
PART 1
TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" means:
(i) in relation to Party A for the purposes of Section
5(a)(v) of this Agreement, any Affiliate of Party A;
and
(ii) in relation to Party B for the purpose of Section
5(a)(v) of this Agreement, any Affiliate of Party B.
(b) "SPECIFIED TRANSACTION" will have the meaning specified in
Section 14 of this Agreement.
(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) of this
Agreement, as modified by Part 5(a)(iii) of this Schedule,
will apply to Party A and to Party B.
"SPECIFIED INDEBTEDNESS" means with respect to Party A and
Party B, any obligation (whether present or future, contingent
or otherwise as principal or surety or otherwise) for the
payment or repayment of any money.
"THRESHOLD AMOUNT" means USD25,000,000 (or the equivalent in
any other currency or currencies).
(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
of this Agreement, as modified by Part 5(a)(v) of this
Schedule, will apply to both Party A and Party B.
(e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) of
this Agreement will apply to Party A and to Party B.
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 7 of 19 Pages
(f) "PAYMENTS ON EARLY TERMINATION" for the purpose of Section
6(e) of this Agreement;
(i) Loss will apply.
(ii) The Second Method will apply.
(g) "TERMINATION CURRENCY" means one of the currencies in which
payments are required to be made pursuant to a Confirmation in
respect of a Terminated Transaction selected by the
non-Defaulting Party or the non-Affected Party, as the case
may be, or, in the circumstances where there are two Affected
Parties, as agreed between the parties, or, failing such
agreement as aforesaid, or if the currency so selected is not
freely available, the Termination Currency shall be U.S.
Dollars.
(h) "ADDITIONAL TERMINATION EVENT" will not apply.
PART 2
TAX REPRESENTATIONS
(a) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of
this Agreement, Party A and Party B each make the following
representation:
It is not required by any applicable law, as modified bny the
practice of any relevant governmental revenue authority, of
any Relevant Jurisdiction to make any deduction or withholding
for or on account of any Tax from any payment (other than
interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other Party under this
Agreement. In making this representation, it may rely on (i)
the accuracy of any representations made by the other Party
pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or
4(a)(iii) of this Agreement and the accuracy and effectiveness
of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
satisfaction of the Agreement of the other Party contained in
Section 4(d) of this Agreement, PROVIDED that it shall not be
a breach of this representation where reliance is placed on
sub-clause (ii) above and the other Party does not deliver a
form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(b) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of
this Agreement, neither Party makes any representation.
<PAGE> 3
CUSIP No. 918270-10-9 13D Page 8 of 19 Pages
PART 3
AGREEMENT TO DELIVER DOCUMENTS
For the purposes of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each
Party agrees to supply the following documents upon delivery of this Agreement:
PARTY A: None;
PARTY B: (i) Certified copy of Party B's
Bye-Laws and Articles of
Incorporation;
(ii) Certified copy of the
resolution of Party B's Board of
Directors authorising the execution
and delivery of this Agreement and
each Confirmation and performance of
its obligations hereunder;
(iii) Opinion of Party B's legal
counsel in a form satisfactory to
Party A;
(iv) Letter from Process Agent of
Party B confirming acceptance of its
appointment.
PARTY A AND PARTY B: Upon delivery of this Agreement and
each Confirmation forming a part of
this Agreement, each Party shall
provide to the other Party evidence
of the authority and true signatures
of each official or representative
signing this Agreement or, as the
case may be, a Confirmation on its
behalf.
<PAGE> 4
CUSIP No. 918270-10-9 13D Page 9 of 19 Pages
PART 4
MISCELLANEOUS
(a) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A:
To the office(s) specified in the relevant Confirmation with a
copy of any notice or other communication under Section 5 or 6
to both the London and Zurich Branches of Party A as set out
below:
ZURICH BRANCH
Union Bank of Switzerland
Bannhofstrasse 45
8021 Zurich
Attn: HASO - Swap Operations
Telex: 814449 UB CH
LONDON BRANCH
Union Bank of Switzerland
100 Liverpool Street
London EC2M 2RH
Attn: Debt and Treasury Transaction Services - DTTS
Telex: 923333 UBSPDW G
ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY B:
Intel Corporation
2200 Mission College Blvd.
Santa Clara
California 95052
USA
Attn: Mr. Christian Janin
Fax No: 408 765 1611
(b) PROCESS AGENT. For the purpose of Section 13(c) of this
Agreement Party A appoints as its Process Agent: Union Bank of
Switzerland, New York
299 Park Avenue
New York, NY 10171 USA
<PAGE> 5
CUSIP No. 918270-10-9 13D Page 10 of 19 Pages
(c) OFFICES. The provisions of Section 10(a) to this Agreement
shall not be applicable.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this
Agreement:
Party A is a Multibranch Party and may act through any office
specified in a Confirmation.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A, unless
otherwise specified in a Confirmation in relation to the
relevant Transaction.
(f) CREDIT SUPPORT DOCUMENT. Not applicable.
(g) CREDIT SUPPORT PROVIDER. Not applicable.
(h) GOVERNING LAW. This Agreement will be governed by, and
construed in accordance with, the laws of the State of New
York (without reference to choice of law doctrine).
(i) NETTING OF PAYMENTS. The first paragraph of Section 2(c) will
apply as set out in this Agreement. However, Party A may
notify Party B of a date(s) when it proposes to extend
settlement netting to any of the three groups of transactions
specified below whereupon the relevant portion of the
following paragraph will apply:
"Subparagraph (ii) of Section 2(c) will not apply to the
following group(s) of Transactions identified as such in the
relevant Confirmation:
(i) interest rate and currency swaps, forward rate agreements
and interest rate cap, collars and floors; and
(ii) equity swaps, options and forward transactions; and
(iii) commodity swaps, options and forward transactions."
(j) "AFFILIATE" will have the meaning set out in Section 14 of
this Agreement.
<PAGE> 6
CUSIP No. 918270-10-9 13D Page 11 of 19 Pages
PART 5
OTHER PROVISIONS
(a) MODIFICATIONS TO THE AGREEMENT.
(i) SECTION 3(a) of this Agreement shall be amended to
include the following additional representations
after paragraph 3(a)(v):
"(vi) that it is acting as principal and not as agent
when entering into each Transaction;
(vii) that it has sufficient knowledge and expertise
to enter into each Transaction and is relying on its
own judgment and not on advice of the other Party;"
(ii) SECTION 4 of this Agreement shall be amended by the
addition, after paragraph 4(e), of the following new
paragraph:
"(f) PHYSICAL DELIVERY. In respect of any physically
settled Transactions, it will, at the time of
delivery, be the legal and beneficial owner, free of
liens and other encumbrances, of any securities or
commodities it delivers to the other Party."
Further, in regard to Section 5(a)(ii) of this
Agreement as it applies to the added Section 4(f),
the following words shall be deleted from lines 5/6:
"if such failure is not remedied on or before the
thirtieth day after notice of such failure is given
to the party".
(iii) The following proviso will be inserted at the end of
SECTION 5(a)(vi) of this Agreement:
"provided, however, that notwithstanding the
foregoing, an Event of Default shall not occur under
either (1) or (2) above if (a) the event or condition
referred to in (1) or the failure to pay referred to
in (2) is a failure to pay caused by an error or
omission of an administrative or operational nature;
and (b) funds were available to such party to enable
it to make the relevant payment when due; and (c)
such relevant payment is made within three Business
Days following receipt of written notice from an
interested party of such failure to pay."
(iv) The following words shall be deleted from line 4 of
Section 5(b)(ii) of this Agreement:
<PAGE> 7
CUSIP No. 918270-10-9 13D Page 12 of 19 Pages
"or there is a substantial likelihood that it will,"
(v) SECTION 5(b)(IV) of this Agreement shall be amended
to read as follows:
"(iv) Credit Event Upon Merger. If "Credit Event Upon
Merger" is specified in the Schedule as applying to
the party, (aa) such party ("X"), any Credit Support
Provider of X or any applicable Specified Entity of X
consolidates or amalgamates with, or merges with or
into, or transfers all or substantially all its
assets to, another entity, or (bb) any person or
entity acquires directly or indirectly the beneficial
ownership of equity securities having the power to
elect a majority of the board of directors of X or
otherwise acquires directly or indirectly the power
to control the policy making decisions of X, or (cc)
X enters into any agreement providing for (aa) or
(bb) above, and such action does not constitute an
event described in Section 5(a)(viii) but the
creditworthiness of the resulting, surviving or
transferee entity is materially weaker than of X,
such Credit Support Provider or such specified
Entity, as the case may be, immediately prior to such
action (and, in such event, X or its successor or
transferee, as appropriate, will be the Affected
Party); or"
(vi) SECTION 6(e)(iii) of this Agreement shall be amended
to include the following sentences after the existing
sentence:
"In addition, to, and notwithstanding anything to the
contrary in the preceding sentence of this Section
6(e)(iii), if an Early Termination Date is deemed to
have occurred under Section 6(a) as a result of
Automatic Early Termination, the Defaulting Party
hereby agrees to indemnify the Non-defaulting Party
on demand against all loss or damage that the
Non-defaulting Party may sustain or incur in respect
of each Transaction as a result of movement in
interest rates, currency exchange rates or market
quotations between the Early Termination Date and the
date (the "Determination Date") upon which the
Non-defaulting Party first becomes aware that the
Early Termination Date has been deemed to have
occurred under Section 6(a).
If the Non-defaulting Party shall determine that it
would gain or benefit from the movement in interest
rates, currency exchange rates or market quotations
between the Early Termination Date and the
Determination Date, the amount of such gain or
benefit shall be deducted from the amount payable by
the Defaulting Party pursuant to Section 6(e)(i)4).
<PAGE> 8
CUSIP No. 918270-10-9 13D Page 13 of 19 Pages
The Determination Date shall be a date not later than
the date upon which creditors generally of the
Defaulting Party are notified of the occurrence of
the Event of Default leading to the deemed Early
Termination Date."
(b) SET-OFF.
(i) In addition to any rights of set-off a Party may have
as a matter of law or otherwise, upon the occurrence
of an Event of Default with respect to Party ("X")
hereof (or a provision analogous thereto) or a Tax
Event, a Tax Event Upon Merger, an Illegality or a
Credit Event Upon Merger where X is the sole Affected
Party, the other Party ("Y") shall have the right
(but shall not be obliged) without prior notice to X
or any other person to set off any obligation of X
owing to Y or any Affiliate of Y (whether or not
arising under this Agreement, whether or not matured,
whether or not contingent and regardless of the
currency, place of payment or booking office of the
obligation) against any obligations of Y or any
Affiliate of Y owing to X (whether or not arising
under this Agreement, whether or not matured, whether
or not contingent and regardless of the currency,
place of payment or booking office of the
obligation).
(ii) For the purpose of cross-currency set off, Y may
convert any obligation to another currency at a
market rate determined by Y.
(iii) If an obligation is unascertained, Y may in good
faith estimate that obligation and set off in respect
of the estimate, subject to the relevant Party
accounting to the other when the obligation is
ascertained.
(iv) Nothing in this paragraph will have the effect of
creating a charge or other security interest. This
paragraph shall be without prejudice and in addition
to any right of set-off, combination of accounts,
lien or other right to which any Party is at any time
otherwise entitled (whether by operation of law,
contract or otherwise).
(c) CONSENTS TO RECORDING. Each Party (i) consents to the
recording of the telephone conversations of trading and
marketing personnel of the Parties and their Affiliates in
connection with this Agreement or any potential Transaction
and (ii) agrees to obtain any necessary consent of, and give
notice of such recording to, such personnel of its and its
Affiliates.
<PAGE> 9
CUSIP No. 918270-10-9 13D Page 14 of 19 Pages
IN WITNESS WHEREOF the parties have executed this Schedule on the respective
dates specified below with effect from the date specified on the first page of
this document.
<TABLE>
<S> <C>
UNION BANK OF SWITZERLAND INTEL CORPORATION
By: /s/ V. SAREEN By: /s/ CHRISTIAN JANIN
----------------------------------- ----------------------------------
Name: V. Sareen Name: Christian Janin
Title: First Vice President Title: Assistant Treasurer
Date: 8 June, 1993 Date: July 27, 1993
By: /s/ H. SANTS By:
----------------------------------- ----------------------------------
Name: H. Sants Name:
Title: Senior Vice President Title:
Date: 8 June, 1993 Date:
</TABLE>
<PAGE> 1
CUSIP No. 918270-10-9 13D Page 15 of 19 Pages
EXHIBIT 3.2.2
UNION BANK OF SWITZERLAND
To: Eddie Lee
Intel Corporation
2200 Mission College Blvd.
Santa Clara, California 95052
Fax#: 408-765-1611
c/o: UBS Securities Inc.
299 Park Avenue
New York, NY 10171
USA
Date: [Trade Date]
Ref#: NYC0000010539
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern. References herein to a "Transaction" shall be deemed to be references to
a "Transaction" for the purposes of the 1991 ISDA Definitions.
This Confirmation supplements, forms part of, and is subject to, the following
Master Agreement as amended and supplemented from time to time:
Dated as of: 15 April 1993
Between: Union Bank of Switzerland
and: Intel Corporation
All provisions contained or incorporated by reference in such Master Agreement
shall govern this Confirmation except as expressly modified below. In the event
of any inconsistency between this Confirmation and the Master Agreement, this
Confirmation will govern.
The Agreement and each Confirmation thereunder will be governed by and construed
in accordance with the laws of the State of New York without reference to choice
of law doctrine.
1.
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 16 of 19 Pages
The terms of the Option Transaction to which this Confirmation relates are as
follows:
GENERAL TERMS
Trade Date: ____________________
Option Style: European
Option Type: Call Option
Option Seller: Intel Corporation
Option Buyer: Union Bank of Switzerland, London Branch
Underlying Security: VLSI Technology Inc. Common Stock ("VLSI")
Underlying Currency: US Dollars ("$")
Quotation Exchange: The New York Stock Exchange, The American Stock
Exchange and NASDAQ National Market System.
Strike Price: ____________________
Number of Option Units: ____________________[Number of Shares/100]
Multiplier: 100
Option Premium: ____________________
Premium Payment Date: ____________________, subject to adjustment in
accordance with the Following Business Day
convention.
Exchange Business Day A day on which the Quotation Exchange is open
for business and which the Underlying Securities
are principally traded.
Seller Business Day: Any day on which commercial banks are open for
business (including dealings in foreign exchange
and foreign currency deposits) in New York and
London.
Calculation Agent: UBS jointly with Intel whose agreement to the
calculations and determinations provided by UBS
shall not be unreasonably withheld.
2.
<PAGE> 3
CUSIP No. 918270-10-9 13D Page 17 of 19 Pages
PROCEDURE FOR EXERCISE
Expiration Date: ____________________, or if that date is not an
Exchange Business Day, the first following day
that is an Exchange Business Day.
Automatic Exercise: An Option shall be deemed automatically exercised
on the Expiration Date if it is in-the-money.
Valuation Price: The closing price of the Underlying Security on
the Quotation Exchange on which the Underlying
Securities are principally traded on the
Expiration Date.
MARKET DISRUPTION PROVISIONS
Market Disruption Event: A Market Disruption Event is the suspension or
material limitation of trading in the Underlying
Security on the Quotation Exchange on which
the Underlying Securities are principally traded,
as determined by the Calculation Agent. In the
event that a Market Disruption Event occurs or is
continuing to occur on the Expiration Date, the
Expiration Date shall be moved to the next
Exchange Business Day on which there is no Market
Disruption Event, provided however, that in no
case shall the Expiration Date be moved more than
five Exchange Business Days from the original
Expiration Date. Should the Market Disruption
Event continue for five consecutive Exchange
Business Days following the original Expiration
Date, the Valuation Price shall be determined by
the Calculation Agent on such fifth Exchange
Business Day based upon the last closing price
on the Quotation Exchange and in consultation
with the Option Buyer. The Expiration Date shall
then become the fifth Exchange Business Day
following the original Expiration Date.
ADJUSTMENT EVENTS
Adjustments: In the event of a stock split, dividend other than
the ordinary, reorganization, merger or other
corporate event involving the Company, the Strike
Price shall be subject to adjustment as follows;
During the life of this Option, if any adjustment
is
3.
<PAGE> 4
CUSIP No. 918270-10-9 13D Page 18 of 19 Pages
made by the Options Clearing Corporation or its
successors ("OCC") in the terms of outstanding
OCC-issued options ("OCC Options") on the
Underlying Securities, a pro rata adjustment shall
be made to the Strike Price and Number of Option
Units of this Option as appropriate. No adjustment
shall be made to the Strike Price and Number of
Option Units to account for any event that does not
result in an adjustment to the terms of outstanding
OCC Options on such Shares. Without limiting the
generality of the foregoing, no adjustment shall be
made for any ordinary cash dividend; and If at any
time during the life of this Option there shall be
no outstanding OCC Options on the Company's common
stock, and an event shall occur for which an
adjustment might have been required under the OCC
Adjustment Rules, interpretations and policies, the
parties will then determine by applying, to the
extent possible, the principles set forth in the
OCC Adjustment Rules, whether to adjust the terms
of the Option, and the nature of any such
adjustment provided, however, that no adjustment of
the Strike Price shall be required unless such
adjustment would require an increase or decrease in
such price of at least one U.S. cent.
CASH SETTLEMENT TERMS
Cash Settlement: Seller shall pay to the Buyer the Cash Settlement
Amount, if any, on the Cash Settlement Payment
Date for all Options exercised, or deemed
exercised subject.
Cash Settlement Amount: An amount, as calculated by the Calculation Agent
on the Expiration Date being the greater of 0 and:
Units x Multiplier x (VL - K)
where:
Units = Number of Option Units (as defined above)
VL = Valuation Price (as defined above)
K = Strike Price (as defined above)
4.
<PAGE> 5
CUSIP No. 918270-10-9 13D Page 19 of 19 Pages
Cash Settlement
Payment Date: Two Seller Business Days after the Expiration Date.
Transfer: Neither party may transfer any option, in whole or
in part, without the prior written consent of the
non-transferring party.
Bilateral Collateral
Addendum: The obligations of the Option Seller under this
Transaction shall be secured in accordance with
the provisions of the Bilateral Collateral
Addendum, dated April 15, 1993.
Payments to Seller: Citibank, NY for account of Intel Corp.
Acct. # 38385954
ABA # 021000089
Payments to Buyer: Chemical Bank, New York
for the account of UBS
A/C # ###-##-####
ABA # 021000128
Please confirm that the foregoing correctly sets forth the terms of the
Transaction by executing the copy of this Confirmation enclosed for that purpose
and returning it to the above address marked for the attention of G.
Broehl, 29th Floor.
Yours faithfully
By: /s/ R. Goldstein
R. Goldstein
Senior Vice President
By: /s/ L. Wood
L. Wood
Vice President
By: /s/ Arvind Sodhani
Title: Arvind Sodhani, Vice President and Treasurer
Date: May 3, 1995
Intel Corporation
5.
