<PAGE> 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
<PAGE> 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
______________________________________________________________________________
<TABLE>
<S> <C> <C>
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
______________________________________________________________________________
</TABLE>
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 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.
<PAGE> 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.
<PAGE> 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
<PAGE> 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:
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 7
CUSIP No. 918270-10-9 13D Page 7 of 11 Pages
<TABLE>
<S> <C>
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:
</TABLE>
<PAGE> 8
CUSIP No. 918270-10-9 13D Page 8 of 11 Pages
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 9
CUSIP No. 918270-10-9 13D Page 9 of 11 Pages
<TABLE>
<S> <C>
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:
</TABLE>
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.
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 10
CUSIP No. 918270-10-9 13D Page 10 of 11 Pages
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 11
CUSIP No. 918270-10-9 13D Page 11 of 11 Pages
<TABLE>
<S> <C>
Name: Michael R. Splinter
Title: Vice President; General Manager, Components Manufacturing
Address: 4100 Sara Boulevard, Rio Rancho, NM 87124
</TABLE>
