SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment #2)
PHOENIX TECHNOLOGIES LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
719153-10-8
(CUSIP Number)
F. Thomas Dunlap
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, 1997
(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 1 of 11
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CUSIP No. 719153-10-8 13D/A Page 2 of 11
1. NAME OF REPORTING PERSON Intel
Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 94-1672743
PERSON
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 ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7. SOLE VOTING POWER 1,324,557
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,324,557
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,324,557
REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ x ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7.6%
(11)
14. TYPE OF REPORTING PERSON CO
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CUSIP No. 719153-10-8 13D/A Page 3 of 11
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, as previously
amended, 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) 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 executive 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 executive 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) 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
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CUSIP No. 719153-10-8 13D/A Page 4 of 11
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, 1997, an additional
214,793 shares will vest under the Warrant, giving the
Reporting Person the vested right to acquire a total
of 429,586 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.
ITEM 5. Interest in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 1,324,557
shares (of which 429,586 shares are issuable
upon exercise of the Warrant by the Reporting
Person)*
Percent of Class: 7.6% (based upon 16,942,314
shares of common stock outstanding, as reported
by the Issuer in its Form 10-Q for the quarter
ended June 30, 1997, and assuming the issuance
of 429,586 shares of common stock to the
Reporting Person pursuant to the Warrant)*
(b) Sole Power to Vote, Direct the Vote of, or
Dispose of Shares: 1,324,557 shares*
(c) Recent Transactions: On December 15, 1997, an
additional 214,793 shares will vest under the
Warrant, giving the Reporting Person the vested
right to acquire a total of 429,586 shares of
Common Stock of the Issuer pursuant to the
Warrant.
(d) Rights with Respect to
Dividends or Sales N/A
Proceeds:
(e) Date of Cessation of Five
Percent Beneficial N/A
Ownership:
*Does not include 644,379 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.
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CUSIP No. 719153-10-8 13D/A Page 5 of 11
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 15, 1997.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
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CUSIP No. 719153-10-8 13D/A Page 6 of 11
APPENDIX A
DIRECTORS
The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director:
Name: Craig R. Barrett
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal President and Chief Operating Officer of Intel
Occupation: Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: John Browne
Business The British Petroleum Company plc, Britannic
Address: House, 1 Finsbury Circus, London EC2M 7BA
Principal Group Chief Executive
Occupation:
Name, principal The British Petroleum Company plc, an
business and integrated oil company.
address of Britannic House, 1 Finsbury Circus
corporation or London EC2M 7BA
other
organization in
which employment
is conducted:
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CUSIP No. 719153-10-8 13D/A Page 7 of 11
Name: Winston H. Chen
Business Paramitas Foundation, 3945 Freedom Circle,
Address: Suite 760, Santa Clara, CA 95054
Principal Chairman of Paramitas Foundation
Occupation:
Name, principal Paramitas Foundation, a charitable foundation.
business and 3945 Freedom Circle, Suite 760
address of Santa Clara, CA 95054
corporation or
other
organization in
which employment
is conducted:
Name: Andrew S. Grove
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Chairman of the Board of Directors and Chief
Occupation: Executive Officer of Intel Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: D. James Guzy
Business 1340 Arbor Road, Menlo Park, CA 94025
Address:
Principal Chairman of The Arbor Company
Occupation:
Name, principal The Arbor Company, a limited partnership
business and engaged in the electronics and computer
address of industry.
corporation or 1340 Arbor Road
other Menlo Park, CA 94025
organization in
which employment
is conducted:
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CUSIP No. 719153-10-8 13D/A Page 8 of 11
Name: Gordon E. Moore
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Chairman Emeritus of the Board of Intel
Occupation: Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: Arthur Rock
Business One Maritime Plaza, Suite 1220, San Francisco,
Address: CA 94111
Principal Venture Capitalist
Occupation:
Name, principal Arthur Rock and Company, a venture capital
business and firm.
address of One Maritime Plaza, Suite 1220
corporation or San Francisco, CA 94111
other
organization in
which employment
is conducted:
Name: Jane E. Shaw
Business c/o Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal Founder of The Stable Network, a
Occupation: biopharmaceutical consulting company
Name, principal c/o Intel Corporation
business and 2200 Mission College Boulevard
address of Santa Clara, CA 95052
corporation or
other
organization in
which employment
is conducted:
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CUSIP No. 719153-10-8 13D/A Page 9 of 11
Name: Leslie L. Vadasz
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Senior Vice President, Director, Corporate
Occupation: Business Development, Intel Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: David B. Yoffie
Business Harvard Business School, Soldiers Field Park 1-
Address: 411, Boston, MA 92163
Principal Max and Doris Starr Professor of International
Occupation: Business Administration
Name, principal Harvard Business School, an educational
business and institution.
address of Harvard Business School
corporation or Soldiers Field Park 1-411
other Boston, MA 92163
organization in
which employment
is conducted:
Name: Charles E. Young
Business 405 Hilgard Avenue, Los Angeles, CA 90024
Address:
Principal Chancellor Emeritus
Occupation:
Name, principal University of California at Los Angeles, an
business and educational institution.
address of 405 Hilgard Avenue
corporation or Los Angeles, CA 90024
other
organization in
which employment
is conducted:
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CUSIP No. 719153-10-8 13D/A Page 10 of 11
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.
Name: Frank C. Gill
Title: Executive Vice President, General Manager, Internet
and Communications Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
Name: Paul S. Otellini
Title: Executive Vice President, Director, Sales and
Marketing Group
Name: Gerhard H. Parker
Title: Executive Vice President, General Manager, Technology
and Manufacturing 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: Dennis L. Carter
Title: Vice President, Director, Sales and Marketing Group
Name: F. Thomas Dunlap, Jr.
Title: Vice President, General Counsel and Secretary
Name: Patrick P. Gelsinger
Title: Vice President, General Manager, Desktop Products
Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
Name: John H. F. Miner
Title: Vice President, General Manager, Enterprise Server
Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
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CUSIP No. 719153-10-8 13D/A Page 11 of 11
Name: Stephen P. Nachtsheim
Title: Vice President, General Manager, Mobile/Handheld
Products Group
Name: Ronald J. Smith
Title: Vice President, General Manager, Computing
Enhancement Group
Name: Arvind Sodhani
Title: Vice President, Treasurer
Name: Michael R. Splinter
Title: Vice President, Assistant General Manager, Technology
and Manufacturing Group
