<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)
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 23, 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 21 Pages
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 2 of 21 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 21 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, April
28, 1995, and May 17, 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 ("ISDA") 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 3.3.1 Schedule to ISDA Form Interest Rate and Currency
Exchange Agreement (1987 version), dated as of
February 8, 1993 between Swiss Bank Corporation and
Intel Corporation
Exhibit 3.3.2 Form of Confirmation between Swiss Bank Corporation
and Intel Corporation
**Exhibit 3.4 Agreements with Lehman Brothers Finance B.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 21 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 25, 1995.
INTEL CORPORATION
By /s/ ARVIND SODHANI
------------------------------
Arvind Sodhani
Vice President and Treasurer
<PAGE> 1
CUSIP No. 918270-10-9 13D Page 5 of 21 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 No. 918270-10-9 13D Page 6 of 21 Pages
EXHIBIT 3.3.1
SCHEDULE
to the Interest Rate and Currency Exchange Agreement
dated as of 8th February 1993
between
SWISS BANK CORPORATION, INTEL CORPORATION
ACTING THROUGH ITS LONDON BRANCH and
("Party A") ("Party B")
PART 1
TERMINATION PROVISIONS
In this Agreement:-
(1) "Specified Entity" means
in relation to Party A for the purpose of:-
Section 5(a)(iii) and (iv) and Section 5(b)(i) NONE
Section 5(a)(v) NONE
Section 5(a)(vi) NONE
Section 5(a)(vii) NONE
in relation to Party B for the purpose of:-
Section 5(a)(iii) and (iv) and Section 5(b)(i) NONE
Section 5(a)(v) NONE
Section 5(a)(vi) NONE
Section 5(a)(vii) NONE
(2) "Specified Swap" will have the meaning specified in Section 14 as
supplemented, by Part 6(1) hereof.
(3) The "Cross Default" provisions of Section 5(a)(vi) will apply to both
parties and any Specified Entity but shall exclude any default that
results solely from wire transfer difficulties or an error or omission
of an administrative or operational nature (so long as sufficient
funds are available), or from the general unavailability or
inaccessibility of the currency in which such Specified Indebtedness
is denominated due to exchange controls or similar or other
governmental action (but only if payment is made within three Business
Days after such transfer difficulties have been corrected, the error
or omission has been discovered or such currency becomes available),
or is being contested in good faith by appropriate proceedings.
If such provisions apply:-
"Specified Indebtedness" will have the meaning specified in Section 14.
<PAGE> 2
CUSIP No. 918270-10-9 13D Page 7 of 21 Pages
"Threshold Amount" means
(i) with respect to Party A, 2% of the stockholders equity of
Swiss Bank Corporation as shown on the most recent annual
audited financial statements of Swiss Bank Corporation and
(ii) with respect to Party B U.S. Dollars 25mm.
(4) "Termination Currency" means United States Dollars.
(5) The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
will apply to Party A
will apply to Party B
PART 2
TAX REPRESENTATIONS
Representations of Party A
(1) Payer Tax Representation. For the purpose of Section 3(e), Party A
will make the following representation:-
It is not required by any applicable law, as modified by 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)) 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 representation made by the other party pursuant to
Section 3(f);
(ii) the satisfaction of the agreement of the other party contained in
Section 4(a)(i) and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i); and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d).
(2) Payee Tax Representations. For the purpose of Section 3(f), Party A
makes the representation(s) specified below:-
(a) The following representation will not apply:-
It is fully eligible for the benefits of the "Business Profits" or
"Industrial and Commercial Profits" provision, as the case may be, the
"Interest" provision or the "Other Income" provision (if any) of the
Specified Treaty with respect to any payment described in such
provisions and received or to be received by it in connection with
this Agreement and no such payment is attributable to a trade or
business carried on by it through a permanent establishment in the
Specified Jurisdiction.
If such representation applies, then:-
"Specified Treaty" means, NOT APPLICABLE
"Specified Jurisdiction" means, NOT APPLICABLE
<PAGE> 3
CUSIP No. 918270-10-9 13D Page 8 of 21 Pages
(b) The following representation will not apply:-
Each payment received or to be received by it in connection with this
Agreement relates to the regular business operations of the party (and
not to an investment of the party).
(c) The following representation will not apply:-
Each payment received or to be received by it in connection with this
Agreement will be effectively connected with its conduct of a trade or
business in Specified Jurisdiction.
If such representation applies, then "Specified Jurisdiction" means
NOT APPLICABLE.
(d) The following representation will not apply:-
It is a bank recognised by the United Kingdom Inland Revenue as
carrying on a bona fide banking business in the United Kingdom, is
entering into this Agreement in the ordinary course of such business
and will bring into account payments made and received under this
Agreement in computing its income for United Kingdom tax purposes.
(e) Other representations:- NONE
Representations of Party B
(1) Payer Tax Representation. For the purpose of Section 3(e), Party B
will make the following representation:-
It is not required by any applicable law, as modified by 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)) 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 representation made by the other party pursuant to
Section 3(f);
(ii) the satisfaction of the agreement of the other party contained in
Section 4(a)(i) and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i); and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d).
(2) Payee Tax Representations. For the purpose of Section 3(f), Party B
makes the representation(s) specified below:-
(a) The following representation will not apply:-
It is fully eligible for the benefits of the "Business Profits" or
"Industrial and Commercial Profits" provision, as the case may be, the
"Interest" provision or the "Other Income" provision (if any) of the
Specified Treaty with respect to any payment described in such
provisions and received or to be received by it in connection with
this Agreement and no such payment is attributable to a trade or
business carried on by it through a permanent establishment in the
Specified Jurisdiction.
If such representation applies, then:-
"Specified Treaty" means, NOT APPLICABLE
"Specified Jurisdiction" means, NOT APPLICABLE
<PAGE> 4
CUSIP No. 918270-10-9 13D Page 9 of 21 Pages
(b) The following representation will not apply:-
Each payment received or to be received by it in connection with this
Agreement relates to the regular business operations of the party (and
not to an investment of the party).
(c) The following representation will not apply:-
Each payment received or to be received by it in connection with this
Agreement will be effectively connected with its conduct of a trade or
business in Specified Jurisdiction.
If such representation applies, then "Specified Jurisdiction" means
NOT APPLICABLE.
(d) The following representation will not apply:-
It is a bank recognised by the United Kingdom Inland Revenue as
carrying on a bona fide banking business in the United Kingdom, is
entering into this Agreement in the ordinary course of such business
and will bring into account payments made and received under this
Agreement in computing its income for United Kingdom tax purposes.
(e) Other representations:- NONE
PART 3
DOCUMENTS TO BE DELIVERED
For the purpose of Section 4(a):-
(1) Tax forms, documents or certificates to be delivered are:-
<TABLE>
<CAPTION>
Party required to Form/Document/ Date by which
deliver document Certificate to be delivered
----------------------------------------------------------------------------
<S> <C> <C>
NONE
</TABLE>
(2) Other documents to be delivered are:-
<TABLE>
<CAPTION>
Party required to Form/Document/ Date by which Covered by Section
deliver document Certificate to be delivered 3(d) Representation
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PARTY A SIGNATURE ON OR BEFORE YES
AND AUTHENTICATION EXECUTION OF THIS
PARTY B SATISFACTORY TO AGREEMENT
THE OTHER PARTY
HERETO
PARTY B RESOLUTION ON OR BEFORE EXECUTION YES
OF THIS AGREEMENT
</TABLE>
<PAGE> 5
CUSIP No. 918270-10-9 13D Page 10 of 21 Pages
PART 4
MISCELLANEOUS
(1) Governing Law. This Agreement will be governed by and construed in
accordance with New York law without reference to the choice of laws
doctrine.
(2) Process Agent. For the purpose of Section 13(c):-
Party A appoints as its Process Agent: NOT APPLICABLE
Party B appoints as its Process Agent:
Address: Swiss Bank Corporation, Swiss Bank Tower, PO Box 395,
Church Street Station, New York, NY 10008, USA
Attention: Mary Lou Bartelli
(3) "Affiliate" will have the meaning specified in Section 14.
(4) Multibranch Party. For the purpose of Section 10:-
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(5) Addresses for Notices. For the purposes of Section 12(a):-
Address for notices or communications to Party A:-
Address: Swiss Bank House, 1 High Timber Street, London EC4V
3SB.
Attention: Swaps Group
Telex: 887434 Answerback: SBCO G
Address for notices or communications to Party B:-
Address: [PLEASE ADVISE]
Attention:
Telex: Answerback:
(6) Credit Support Document. Details of any Credit Support Document:-
NONE
(7) Netting of Payments. If indicated here, "Net Payments - Corresponding
Payment Dates" will apply for the purpose of Section
2(c) with effect from the date of this Agreement:- NO
PART 5
OTHER PROVISIONS
(1) Section 7 is amended by the insertion of "(1)" between "Schedule," and
"neither" in line 1 and the insertion of a new paragraph at the end
thereof: "(2) notwithstanding the above Party A may transfer its
rights and obligations under this Agreement in whole (but not in part)
to any full branch of Swiss Bank Corporation provided that no
Illegality, Tax Event, Event of Default or Termination Event would
thereupon occur and that the representations in Section 3(a) would, if
thereupon made by the transferee, be accurate".
(2) The parties hereto in consideration of the mutual agreements contained
herein agree that this Agreement is deemed to be effective from the
date specified on the front page of this Agreement.
<PAGE> 6
CUSIP No. 918270-10-9 13D Page 11 of 21 Pages
PART 6
MAY 1989 ADDENDUM TO SCHEDULE TO
INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT
INTEREST RATE CAPS, COLLARS AND FLOORS
(1) As used in this Agreement or in a Confirmation, (i) "Rate Protection
Transaction" will mean any Swap Transaction that is identified in the
related Confirmation as a Rate Protection Transaction, Rate Cap
Transaction, Rate Floor Transaction or Rate Collar Transaction and
(ii) "Specified Swap" means, notwithstanding Section 14 of this
Agreement but subject to Part 1 of this Schedule, any rate swap, rate
cap, rate floor, rate collar, currency exchange transaction, forward
rate agreement, or other exchange or rate protection transaction, or
any combination of such transactions or agreements or any option with
respect to any such transaction now existing or hereafter entered into
between one part to this Agreement (or any applicable Specified
Entity) and the other party to this Agreement (or any applicable
Specified Entity).
(2) Notwithstanding anything to the contrary in this Agreement or in any
Interest Rate and Currency Exchange Definitions published by the
International Swap Dealers Association, Inc. and incorporated in any
Confirmation, the following provisions will apply with respect to a
Rate Protection Transaction:
(a) The Floating Rate applicable to any Calculation Period will be (i)
with respect to a Floating Rate Payer for which a Cap Rate is
specified, the excess, if any, of the floating Rate calculated as
provided in this Agreement (without reference to this paragraph 2(a))
over the Cap Rate and (ii) with respect to a Floating Rate Payer for
which a Floor Rate is specified, the excess, if any, of the Floor Rate
over the Floating Rate calculated as provided in this Agreement
(without reference to this paragraph 2(a));
(b) "Cap Rate" means, in respect of any Calculation Period, the per annum
rate specified as such for that Calculation Period; and
(c) "Floor Rate" means, in respect of any Calculation Period, the per
annum rate specified as such for that Calculation Period.
(3) For purposes of the determination of a Market Quotation for a
Terminated Transaction in respect of which a party ("X") had,
immediately prior to the designation or occurrence of the relevant
Early Termination Date, no future payment obligations, whether
absolute or contingent, under Section 2(a)(i) of this Agreement with
respect to the Terminated Transaction, (i) the quotations obtained
from Reference Market-makers shall be such as to preserve the economic
equivalent of the payment obligations of the party ("Y") that had,
immediately prior to the designation or occurrence of the relevant
early Termination Date, future payment obligations, whether absolute
or contingent, under Section 2(a)(i) of this Agreement with respect to
the Terminated Transaction and (ii) if X is making the determination
such amounts shall be expressed as positive amounts and if Y is making
the determination such amounts shall be expressed as negative amounts.
(4) Notwithstanding the terms of Sections 5 and 6 of this Agreement, if at
any time and so long as one of the parties to this Agreement ("X")
shall have satisfied in full all its payment obligations under Section
2(a)(i) of this Agreement and shall at the time have no future payment
obligations, whether absolute or contingent, under such Section, then
unless the other party ("Y") is required pursuant to appropriate
proceedings to return to X or otherwise returns to X upon demand of X
any portion of any such payment, (a) the occurrence of an event
described in Section 5(a) of this Agreement with respect to X or any
Specified Entity of X shall not constitute an Event of Default or a
Potential Event of Default with respect to X as the Defaulting Party
and (b) Y shall be entitled to designate an Early Termination Date
pursuant to Section 6 of this Agreement only as a result of the
occurrence of a Termination
<PAGE> 7
CUSIP No. 918270-10-9 13D Page 12 of 21 Pages
Event set forth in (i) either Section 5(b)(i) or 5(b)(ii) of this
Agreement with respect to Y as the Affected Party or (ii) Section
5(b)(iii) of this Agreement with respect to Y as the Burdened Party.
<PAGE> 8
CUSIP No. 918270-10-9 13D Page 13 of 21 Pages
PART 7
JULY 1990 ADDENDUM TO SCHEDULE TO
INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT
OPTIONS
(1) As used in this Agreement or in any Confirmation, "Option" means any
Swap Transaction that is identified in the related Confirmation as an
Option and provides for the grant by Seller to Buyer of (i) the right
to cause an underlying Swap Transaction, the terms of which are
identified in that Confirmation (an "Underlying Swap Transaction"), to
become effective, (ii) the right to cause Seller to pay Buyer pursuant
to Section 2(a)(i) of this Agreement the Cash Settlement Amount, if
any, in respect of the Underlying Swap Transaction on the Cash
Settlement Payment Date, (iii) the right to cause the Optional
Termination Date to become the Termination Date and, if so specified
in the related Confirmation, the Final Exchange Date of the related
Swap Transaction that is identified in that Confirmation (a "Related
Swap Transaction") or (iv) any other right or rights specified in the
related Confirmation. An Option may provide for the grant of one or
more of the foregoing rights, all of which can be identified in a
single Confirmation.
(2) The following capitalised terms, if used in relation to an Option,
have the respective meanings specified in or pursuant to the related
Confirmation (or elsewhere in this Agreement): "Buyer", "Seller",
"Option Premium", "Option Premium Payment Date", "Cash Settlement
Payment Date", "Cash Settlement Amount", "Optional Termination Date",
"Exercise Terms" and "Option Exercise Period".
(3) The following provisions will apply with respect to an Option:
(a) Buyer will pay Seller pursuant to Section 2(a)(i) of this Agreement
the Option Premium, if any, on the Option Premium Payment Date or
Dates.
(b) On the terms set forth in this Agreement (including the related
Confirmation), Seller grants to Buyer pursuant to the Option, (i) if
"Physical Settlement" is specified to be applicable to the Option, the
right to cause the Underlying Swap Transaction to become effective,
(ii) if "Cash Settlement" is specified to be applicable to the Option,
the right to cause Seller to pay Buyer pursuant to Section 2(a)(i) of
this Agreement the Cash Settlement Amount, if any, in respect of the
Underlying Swap Transaction on the cash Settlement Payment Date or
(iii) if "Optional Termination" is specified to be applicable to the
Option, the right to cause the Optional Termination Date to become the
Termination Date and, if so specified in the related confirmation, the
Final Exchange Date of the Related Swap Transaction. The Underlying
Swap Transaction, if any, shall not become effective unless (i)
"Physical Settlement" is specified to be applicable to the Option and
(ii) the right to cause that underlying Swap Transaction to become
effective has been exercised.
(c) Buyer may exercise the right or rights granted pursuant to the Option
only by delivering irrevocable notice (a "Notice of Exercise") to
Seller (which, notwithstanding any other provision of this Agreement,
may be delivered orally (including by telephone)). The Notice of
Exercise must become effective during the Option Exercise Period and
must include the Exercise Terms, if any.
(d) Buyer will, if "Written Confirmation" is specified to be applicable to
the Option or upon demand from Seller (which, notwithstanding any
other provision of this Agreement, may be delivered orally (including
by telephone)), (i) execute a written confirmation confirming the
substance of the Notice of Exercise and deliver the same to Seller or
(ii) issue a telex to Seller setting forth the substance of the Notice
of Exercise. Buyer shall cause such executed written confirmation or
telex to be received by Seller within one Local Banking Day following
the date that the Notice of Exercise or Seller's demand, as the case
may be, becomes effective. If not received within such time, Buyer
will be deemed to have satisfied
<PAGE> 9
2CUSIP No. 918270-10-9 13D Page 14 of 21 Pages
its obligations under the immediately preceding sentence at the time
that such executed written confirmation or telex becomes effective.
(e) Any notice or communication given, and permitted to be given, orally
(including by telephone) in connection with the Option will be
effective when actually received by the recipient.
(4) For purposes of the determination of a Market Quotation for a
Terminated Transaction that is identified as an Option, the quotations
obtained from Reference Market-makers shall take into account, as of
the relevant Early Termination Date, the economic equivalent of the
right or rights granted pursuant to that Option which are or may
become exercisable.
<PAGE> 1
CUSIP No. 918270-10-9 13D Page 15 of 21 Pages
EXHIBIT 3.3.2
IN ORDER TO FACILITATE THE PROMPT ACKNOWLEDGMENT OF THE TRANSACTION WE WOULD BE
GRATEFUL IF YOU COULD CONFIRM THAT THE CONFIRMATION
CORRECTLY SETS FORTH THE TERMS THEREOF BY SIGNING THIS PAGE AND RETURNING IT TO
SWISS BANK CORPORATION, CHICAGO TO THE ATTENTION OF
JENNY MAKOWIEC.
EQUITY OPTION AGREEMENT ACKNOWLEDGMENT
TO: SWISS BANK CORPORATION, LONDON
FAX NO: (44) 71 711 2685 OR 2990
ATTN: CONFIRMATION CONTROL
COLIN PARRY
FROM: INTEL CORPORATION
SUBJECT: *AMENDED*
EQUITY PUT OPTION REF NO. [OMITTED]/EQUITY CALL OPTION REF NO.
[OMITTED]
WE ACKNOWLEDGE RECEIPT OF YOUR COMMUNICATION DATED _____ WITH RESPECT TO THE
ABOVE REFERENCED TRANSACTIONS BETWEEN SWISS BANK CORPORATION, LONDON BRANCH AND
INTEL CORPORATION WITH A TRADE DATE OF _____ AND AN EXPIRATION DATE OF _____
AND CONFIRM THAT SUCH COMMUNICATION CORRECTLY SETS FORTH THE TERMS OF OUR
AGREEMENT RELATING TO THE TRANSACTIONS DESCRIBED THEREIN. WE CONFIRM THAT NO
FURTHER DOCUMENTS WILL BE REQUIRED IN RESPECT OF THIS TRANSACTION.
SIGNED FOR AND ON BEHALF OF
INTEL CORPORATION
/s/ ARVIND SODHANI
------------------------------------- ----------------------------------
NAME: Arvind Sodhani NAME:
TITLE: Vice President and Treasurer TITLE:
DATED: May 23, 1995
<PAGE> 2
CUSIP NO. 918270-10-9 13D Page 16 of 21 Pages
[SWISS BANK CORPORATION LETTERHEAD]
[DATE]
INTEL CORPORATION ("PARTY B")
2200 MISSION COLLEGE BOULEVARD
MAIL STOP RN6-26
SANTA CLARA, CA 95052-8119
ATTN: NOEL LAZO, ASSISTANT TREASURER
RE: PUT OPTION REF NO: [OMITTED]/CALL OPTION REF NO: [OMITTED]
FROM: SWISS BANK CORPORATION, LONDON BRANCH ("PARTY A")
DEAR SIRS,
THE PURPOSE OF THIS COMMUNICATION IS TO CONFIRM THE TERMS AND CONDITIONS OF THE
TRANSACTIONS ENTERED INTO BETWEEN US ON THE TRADE DATE SPECIFIED BELOW (THE
"TRANSACTION"). THIS CONFIRMATION CONSTITUTES A "CONFIRMATION" AS REFERRED TO
IN THE ISDA INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT SPECIFIED BELOW.
THE DEFINITIONS AND PROVISIONS CONTAINED IN THE 1991 ISDA DEFINITIONS (AS
PUBLISHED BY THE INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.
(FORMERLY KNOWN AS THE INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.) ("ISDA"))
ARE INCORPORATED INTO THIS CONFIRMATION. IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THOSE DEFINITIONS AND PROVISIONS AND THIS CONFIRMATION, THIS
CONFIRMATION WILL GOVERN.
THIS CONFIRMATION SUPPLEMENTS, FORMS PART OF, AND IS SUBJECT TO, THE ISDA
INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT DATED AS OF 8 FEBRUARY 1993 AS
AMENDED AND SUPPLEMENTED FROM TIME TO TIME (THE "AGREEMENT"), BETWEEN PARTY A
AND PARTY B. ALL PROVISIONS CONTAINED IN THE AGREEMENT GOVERN THIS
CONFIRMATION EXCEPT AS EXPRESSLY MODIFIED BELOW.
THE TERMS OF THE TRANSACTIONS TO WHICH THIS CONFIRMATION RELATES ARE AS
FOLLOWS:
TRADE DATE: __________
PUT OPTION
OPTION STYLE: EUROPEAN OPTION
OPTION TYPE: PUT
SELLER: PARTY A
BUYER: PARTY B
SHARES: VLSI TECHNOLOGY, INC.
NUMBER OF OPTIONS: _____[Number of Shares]
SHARE ENTITLEMENT: 1 SHARE PER OPTION
<PAGE> 3
CUSIP NO. 918270-10-9 13D Page 17 of 21 Pages
STRIKE PRICE PER SHARE: USD _____
PREMIUM: USD __________, NETTED AGAINST PREMIUM PAYABLE
BY BUYER OF THE CALL OPTION.
PREMIUM PAYMENT DATE: FIVE CURRENCY BUSINESS DAYS AFTER THE TRADE
DATE, OR, IF THAT DATE IS NOT A CURRENCY
BUSINESS DAY, THE FIRST FOLLOWING DAY THAT IS
A CURRENCY BUSINESS DAY.
CALL OPTION
OPTION STYLE: EUROPEAN OPTION
OPTION TYPE: CALL
SELLER: PARTY B
BUYER: PARTY A
SHARES: VLSI OF VLSI TECHNOLOGY, INC.
NUMBER OF OPTIONS: _____[Number of Shares]
SHARE ENTITLEMENT: 1 SHARE PER OPTION
STRIKE PRICE PER SHARE: USD _____
PREMIUM: USD __________, NETTED AGAINST PREMIUM PAYABLE
BY BUYER OF PUT OPTION.
PREMIUM PAYMENT DATE: FIVE CURRENCY BUSINESS DAYS AFTER THE TRADE
DATE, OR, IF THAT DATE IS OT A CURRENCY
BUSINESS DAY, THE FIRST FOLLOWING DAY THAT IS
A CURRENCY BUSINESS DAY.
THE REMAINING PROVISIONS OF THIS CONFIRMATION ARE APPLICABLE TO BOTH THE CALL
OPTION AND THE PUT OPTION.
SELLER BUSINESS DAY: ANY DAY ON WHICH COMMERCIAL BANKS ARE OPEN FOR
BUSINESS (INCLUDING DEALINGS IN FOREIGN
EXCHANGE AND FOREIGN CURRENCY DEPOSITS) IN
LONDON & SANTA CLARA.
CURRENCY BUSINESS DAY: ANY DAY ON WHICH COMMERCIAL BANKS ARE OPEN FOR
BUSINESS (INCLUDING DEALINGS IN FOREIGN
EXCHANGE AND FOREIGN CURRENCY DEPOSITS) IN THE
PRINCIPAL FINANCIAL CENTRE FOR THE RELEVANT
CURRENCY.
EXCHANGE: NEW YORK STOCK EXCHANGE, AMERICAN STOCK
EXCHANGE & NASDAQ NATIONAL MARKET SYSTEM
EXCHANGE BUSINESS DAY: A DAY THAT IS A SELLER BUSINESS DAY AND IS A
TRADING DAY ON THE EXCHANGE OTHER THAN A DAY
<PAGE> 4
CUSIP NO. 918270-10-9 13D Page 18 of 21 Pages
ON WHICH TRADING ON THE EXCHANGE IS SCHEDULED
TO CLOSE PRIOR TO ITS REGULAR WEEKDAY CLOSING
TIME.
CALCULATION AGENT: SWISS BANK CORPORATION, LONDON WHOSE
DETERMINATIONS AND CALCULATIONS SHALL BE
BINDING IN THE ABSENCE OF MANIFEST ERROR.
PROCEDURE FOR EXERCISE:
EXERCISE PERIOD: THE EXPIRATION DATE.
EXPIRATION DATE: __________ OR, IF THAT DATE IS NOT AN EXCHANGE
BUSINESS DAY, THE FIRST FOLLOWING DAY THAT IS
AN EXCHANGE BUSINESS DAY.
EXPIRATION TIME: 4:00 PM NEW YORK TIME ON THE EXPIRATION DATE.
SWISS BANK CORPORATION'S CONTACT DETAILS:
DEALERS: TEL: 071 711 3500
FAX: 071 711 3526
ATTN: KEVIN DONLEVY
OPERATIONS: TEL: 071 711 3135
FAX: 071 711 2634
ATTN: MARTIN PERKINS
ISDA NEGOTIATION: TEL: 071 711 4519
ATTN: HENRY TRANT
EXERCISE DATE FOR AN OPTION: THE SELLER BUSINESS DAY DURING THE EXERCISE
PERIOD ON WHICH THAT OPTION IS OR IS DEEMED TO
BE EXERCISED.
VALUATION
VALUATION TIME: 4:00 PM NEW YORK TIME ON THE EXPIRATION DATE
VALUATION DATE: THE EXERCISE DATE, UNLESS THERE IS A MARKET
DISRUPTION EVENT ON THE DAY. IF THERE IS A
MARKET DISRUPTION EVENT ON THAT DAY, THEN THE
VALUATION DATE SHALL BE THE FIRST SUCCEEDING
EXCHANGE BUSINESS DAY ON WHICH THERE IS NO
MARKET DISRUPTION EVENT, UNLESS THERE IS A
MARKET DISRUPTION EVENT ON EACH OF THE FIVE
EXCHANGE BUSINESS DAYS IMMEDIATELY FOLLOWING
THE ORIGINAL DATE THAT, BUT FOR THE MARKET
DISRUPTION EVENT, WOULD HAVE BEEN THE
VALUATION DATE. IN THAT CASE, (I) THAT FIFTH
EXCHANGE BUSINESS DAY SHALL BE DEEMED TO BE
THE VALUATION DATE, NOTWITHSTANDING THE MARKET
DISRUPTION EVENT, AND (II) THE CALCULATION
AGENT SHALL DETERMINE
<PAGE> 5
CUSIP NO. 918270-10-9 13D Page 19 of 21 Pages
THE REFERENCE PRICE AS OF THE VALUATION
TIME ON THAT FIFTH EXCHANGE BUSINESS DAY.
MARKET DISRUPTION EVENT: THE OCCURRENCE OR EXISTENCE ON ANY EXCHANGE
BUSINESS DAY DURING THE ONE-HALF HOUR PERIOD
THAT ENDS AT THE VALUATION TIME OF ANY
SUSPENSION OF OR LIMITATION IMPOSED ON TRADING
(BY REASON OF MOVEMENTS IN PRICE EXCEEDING
LIMITS PERMITTED BY THE RELEVANT EXCHANGE OR
OTHERWISE) ON (I) THE EXCHANGE IN SHARES OR
(II) THE CHICAGO BOARD OPTIONS EXCHANGE IN
OPTION CONTRACTS ON THE SHARES OR (III) THE
CHICAGO MERCANTILE EXCHANGE IN FUTURES
CONTRACTS ON THE SHARES IF, IN THE
DETERMINATION OF THE CALCULATION AGENT, SUCH
SUSPENSION OR LIMITATION IS MATERIAL.
THE CALCULATION AGENT SHALL AS SOON AS
REASONABLY PRACTICABLE (AND IN NO EVENT LATER
THAN THE NEXT EXCHANGE BUSINESS DAY) NOTIFY
THE OTHER PARTY OF THE EXISTENCE OR OCCURRENCE
OF A MARKET DISRUPTION EVENT ON ANY DAY THAT
BUT FOR THE OCCURRENCE OR EXISTENCE OF A
MARKET DISRUPTION EVENT WOULD HAVE BEEN A
VALUATION DATE.
REFERENCE PRICE: AVERAGE OF THE BEST BID AND ASK PRICES OF A
SHARE ON THE EXCHANGE AS PUBLISHED BY REUTERS
AT 4:00 PM NEW YORK TIME.
AUTOMATIC EXERCISE: AN OPTION WILL BE DEEMED TO BE AUTOMATICALLY
EXERCISED AT THE EXPIRATION TIME ON THE
EXPIRATION DATE.
SETTLEMENT TERMS:
CASH SETTLEMENT TERMS:
CASH SETTLEMENT: APPLICABLE
CASH SETTLEMENT AMOUNT: ON THE SETTLEMENT DATE, THE FOLLOWING PAYMENT
SHALL BE MADE:
(A) IF THE REFERENCE PRICE IS LESS THAN [PUT
STRIKE PRICE], PARTY A, AS THE SELLER OF THE
PUT OPTION, SHALL PAY TO PARTY B, AS THE BUYER
OF THE PUT OPTION, AN AMOUNT EQUAL TO THE
PRODUCT OF (I) THE NUMBER OF OPTIONS TIMES
(II) THE SHARE ENTITLEMENT TIMES (III) THE
AMOUNT, IF ANY, BY WHICH THE REFERENCE PRICE
IS LESS THAN [PUT STRIKE PRICE].
(B) IF THE REFERENCE PRICE IS GREATER THAN [CALL
STRIKE PRICE], PARTY B, AS THE SELLER OF THE
CALL OPTION, SHALL PAY TO PARTY A, AS THE
BUYER OF THE CALL
<PAGE> 6
CUSIP NO. 918270-10-9 13D Page 20 of 21 Pages
OPTION, AN AMOUNT EQUAL TO THE PRODUCT OF (I)
THE NUMBER OF OPTIONS TIMES (II) THE SHARE
ENTITLEMENT TIMES (III) THE AMOUNT, IF ANY, BY
WHICH THE REFERENCE PRICE IS GREATER THAN
[CALL STRIKE PRICE].
CASH SETTLEMENT
PAYMENT DATE: FIVE CURRENCY BUSINESS DAYS (EACH OF WHICH IS
A SELLER BUSINESS DAY) AFTER THE VALUATION
DATE.
ADJUSTMENT EVENTS:
ADJUSTMENTS: DURING THE LIFE OF THE TRANSACTION, IF ANY
ADJUSTMENT IS MADE BY THE OPTIONS CLEARING
CORPORATION OR ITS SUCCESSORS (THE "OCC") IN
THE TERMS OF OUTSTANDING OCC-ISSUED OPTIONS
("OCC OPTIONS") ON THE UNDERLYING PROPERTY
WHICH IS THE SUBJECT OF THE TRANSACTION, AN
EQUIVALENT ADJUSTMENT SHALL BE MADE IN THE
TERMS OF THE TRANSACTION. EXCEPT AS PROVIDED
IN THE FOLLOWING PARAGRAPH, NO ADJUSTMENT
SHALL BE MADE IN THE TERMS OF THE TRANSACTION
FOR ANY EVENT THAT DOES NOT RESULT IN AN
ADJUSTMENT TO THE TERMS OF OUTSTANDING OCC
OPTIONS ON THE UNDERLYING PROPERTY. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, NO
ADJUSTMENT SHALL BE MADE IN THE TERMS OF THE
TRANSACTION FOR ORDINARY CASH DIVIDENDS ON THE
UNDERLYING PROPERTY.
IF AT ANY TIME DURING THE LIFE OF THE
TRANSACTION THERE SHALL BE NO OUTSTANDING OCC
OPTIONS ON THE UNDERLYING PROPERTY, AND AN
EVENT SHALL OCCUR FOR WHICH AN ADJUSTMENT
MIGHT OTHERWISE BE MADE UNDER THE BY-LAWS,
RULES, AND STATED POLICIES OF THE OCC
APPLICABLE TO THE ADJUSTMENT OF OCC OPTIONS
(THE "OCC ADJUSTMENT RULES"). THE PARTIES
SHALL USE THEIR BEST EFFORTS, APPLYING THE
PRINCIPLES SET FORTH IN THE OCC ADJUSTMENT
RULES, TO JOINTLY DETERMINE WHETHER TO ADJUST
THE TERMS OF THE TRANSACTION AND THE NATURE OF
ANY SUCH ADJUSTMENT.
ACCOUNT DETAILS:
PAYMENTS TO SWISS BANK
CORPORATION, LONDON: [OMITTED]
PAYMENTS TO INTEL
CORPORATION: [OMITTED]
<PAGE> 7
CUSIP NO. 918270-10-9 13D Page 21 of 21 Pages
THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF NEW YORK.
YOURS FAITHFULLY,
/s/ NAZIR BADAT /s/PETER FAVELL
--------------------------------- ----------------------------------
NAZIR BADAT PETER FAVELL
CAPITAL MARKETS AND CAPITAL MARKETS AND
TREASURY OPERATIONS TREASURY OPERATIONS
SWISS BANK CORPORATION, LONDON BRANCH
PLEASE USE OUR REFERENCE ON ALL CORRESPONDENCE
DOCUMENT NO: [OMITTED]
PB
