SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment #1)
PHOENIX TECHNOLOGIES LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
719153-10-8
(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)
October 15, 1996
(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 [ ].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
<PAGE> 2
1. NAME OF REPORTING PERSON Intel
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE Corporation
PERSON 94-1672743
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7. SOLE VOTING POWER 1,109,764
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,109,764
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,109,764
. REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
. EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT INROW 7/2%
. (11)
14 TYPE OF REPORTING PERSON CO
.
<PAGE> 3
Intel Corporation ("Intel" or the "Reporting Person") hereby
amends its statement on Schedule 13D filed with the Securities
and Exchange Commission on February 26, 1996, with respect to the
Common Stock of Phoenix Technologies Ltd. ("Phoenix" or the
"Issuer").
Item 2. Identity and Background.
(a)Name of Person Filing: Intel Corporation
The executive officers and directors of Intel
Corporation are set forth on Appendix A hereto.
(b)Principal Business: Manufacturer of microcomputer
components, modules and systems.
(c)Address of Principal Business and Principal Office:
2200 Mission College Boulevard
Santa Clara, CA 95052-8119
(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 would have been 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)State of Incorporation: Delaware
Item 4. Purpose of the Transaction.
On February 15, 1996, the Reporting Person acquired 894,971
shares of Common Stock of the Issuer and a warrant (the
"Warrant") to purchase up to 1,073,965 additional shares of
Common Stock of the Issuer. The shares and Warrant were acquired
as an investment and in connection with a technology agreement
between the Issuer and the Reporting Person pursuant to which the
Issuer will become a principal supplier of certain system-level
software for certain products of the Reporting Person. The
shares of Common Stock subject to the Warrant vest and become
exercisable over a period of five years, pursuant to a schedule
set forth in the Warrant. On December 15, 1996, the Reporting
Person will have the right to acquire 214,793 shares of Common
Stock of the Issuer pursuant to the Warrant. The exercise price
for the shares increases each year that the Warrant is in effect,
pursuant to a schedule set forth in the Warrant. The Warrant
expires on April 30, 2001.
<PAGE> 4
Item 5. Interests in Securities of the Issuer.
(a)Number of Shares Beneficially Owned: 1,109,764 shares
(of which 214,793 shares are issuable upon exercise of
the Warrant by the Reporting Person)*
Percent of Class: 7.2% (based upon 15,369,352 shares
of common stock outstanding, as reported by the Issuer
in its Form 10-Q for the quarter ended June 30, 1996)*
(b)Sole Power to Vote, Direct the Vote of, or Dispose of
Shares: 1,109,764 shares*
(c)Recent Transactions:
On December 15, 1996, the Reporting Person will have
the right to acquire an additional 214,793 shares of
Common Stock of the Issuer pursuant to the Warrant.
(d)Rights with Respect to Dividends or Sales Proceeds: N/A
(e)Date of Cessation of Five Percent Beneficial Ownership:
N/A
________________________
*Does not include 859,172 additional shares of Common Stock that
the Reporting Person has a right to acquire pursuant to the
Warrant. Such shares are not beneficially owned by the Reporting
Person under Rule 13d-3 because the Reporting Person does not
have a right to acquire such shares within the next 60 days.
<PAGE> 5
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 October 28, 1996.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
<PAGE> 6
APPENDIX A
DIRECTORS
The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director. All
Directors are United States citizens.
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
address of corporation or manufacturer of microcomputer
other organization on which components, modules and
employment is conducted: systems
2200 Mission College Boulevard
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
address of corporation or charitable foundation
other organization on which 3945 Freedom Circle, Suite 760
employment is conducted: Santa Clara, CA 95054
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
address of corporation or manufacturer of microcomputer
other organization on which components, modules and
employment is conducted: systems
2200 Mission College Boulevard
Santa Clara, CA 95052
Name: D. James Guzy
Business Address: 295 North Bernardo
Mountain View, CA 94043
Principal Occupation: Chairman of The Arbor Company
Name, principal business and The Arbor Company, a limited
address of corporation or partnership engaged in the
other organization on which electronics and computer
employment is conducted: industry
295 North Bernardo
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
address of corporation or manufacturer of microcomputer
other organization on which components, modules and
employment is conducted: systems
2200 Mission College Boulevard
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
address of corporation or venture capital firm
other organization on which One Maritime Plaza, Suite 1220
employment is conducted: San Francisco, CA 94111
Name: Jane E. Shaw
Business Address: c/o Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95052
Principal Occupation: Founder of the Stable Network,
a biopharmaceutical consulting
company
Name, principal business and c/o Intel Corporation
address of corporation or 2200 Mission College Boulevard
other organization on which Santa Clara, CA 95052
employment 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
address of corporation or manufacturer of microcomputer
other organization on which components, modules and
employment is conducted: systems
2200 Mission College Boulevard
Santa Clara, CA 95052
Name: David B. Yoffie
Business Address: Harvard Business School,
Soldiers Field Park 1-411,
Boston, MA 92163
Principal Occupation: Max and Doris Starr, Professor
of International Business
Administration
Name, principal business and Harvard Business School, an
address of corporation or educational institution,
other organization on which Harvard Business School,
employment is conducted: Soldiers Field Park 1-411
Boston, MA 92163
Name: Charles E. Young
Business Address: 405 Hilgard Avenue
Los Angeles, CA 90024
Principal Occupation: Chancellor
Name, principal business and University of California at
address of corporation or Los Angeles, an educational
other organization on which institution
employment is conducted: 405 Hilgard Avenue
Los Angeles, CA 90024
<PAGE>
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, CA 95952-8119, which
address is Intel Corporation's business address. All executive
officers are United States citizens.
Name: Frank C. Gill
Title: Executive Vice President; General Manager, Intel
Products Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
Name: Paul S. Otellini
Title: Executive Vice President; Director, Sales
Name: Gerhard S. Parker
Title: Executive Vice President, General Manager,
Technology and Manufacturing Group
Name: G. Carl Everett, Jr.
Title: Senior Vice President; General Manager, Desktop
Products Group
Name: David L. House
Title: Senior Vice President; General Manager, Enterprise
Server Group
Name: Ronald J. Whittier
Title: Senior Vice President; General Manager, Content
Group
Name: Albert Y. C. Yu
Title: Senior Vice President; General Manager,
Microprocessor Products Group
Name: Michael A. Aymar
Title: Vice President; General Manager, Desktop Products
Group
Name: Andy D. Bryant
Title: Vice President and Chief Financial Officer
Name: F. Thomas Dunlap
Title: Vice President; General Counsel and Secretary
Name: Stephen P. Nachtsheim
Title: Vice President; General Manager, Mobile/Handheld
Products Group
Name: Ronald J. Smith
Title: Vice President; General Manager, Semiconductor
Products Group
Address: 5000 W. Chandler Boulevard, Chandler, Arizona 85226-
3699
