SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
XIOX CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
983905100
(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 5, 1998
(Date of Event which Requires
Filing of this Statement)
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CUSIP No: 983905100 Schedule 13D/A Page 2 of 15
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.
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 1,005,989
SHARES 8. SHARED VOTING POWER
BENEFICIALL 9. SOLE DISPOSITIVE POWER N/A
Y OWNED BY 10. SHARED DISPOSITIVE POWER
EACH 1,005,989
REPORTING
PERSON WITH 2,576,455
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
3,582,444
EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
82.3%
ROW (11)
14. TYPE OF REPORTING PERSON
CO
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CUSIP No: 983905100 Schedule 13D/A Page 3 of 15
Intel Corporation hereby amends its statement on Schedule
13D filed with the Securities and Exchange Commission on
October 2, 1997 with respect to the Common Stock of XIOX
Corporation.
Item 2. Identity and Background.
(a) Name of Person Filing: Intel Corporation (the "Reporting
Person").
(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) Place of Organization: Delaware
Attached hereto as Appendix A is
information required by this Item 2 with
respect to the executive officers and
directors of the Reporting Person. All
such individuals are U.S. citizens, except
as otherwise indicated on Appendix A.
Item 3. Source and Amount of Funds or Other Consideration.
(a) Source of Funds:
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CUSIP No: 983905100 Schedule 13D/A Page 4 of 15
Funds for the purchase of the Initial Shares and the
Second Closing Shares (as those terms are defined in
Item 4) are derived from the Reporting Person's
working capital.
(b) Amount of Funds:
The Reporting Person paid $1,649,820 to acquire the
Initial Shares (as defined in Item 4) at the First
Closing (as defined in Item 4) and an additional
$3,380,125 to acquire the Second Closing Shares (as
defined in Item 4). The Reporting Person has a
right of first refusal on sales of the Issuer's
capital stock by certain individuals (aggregating
2,576,455 shares, se footnote 2), and the amount of
funds, if any, the Reporting Person would pay to
exercise those rights is, at this point,
indeterminate.
Item 4. Purpose of the Transaction.
Pursuant to the Stock Purchase and Investor
Rights Agreement (the "Purchase Agreement") filed as
Exhibit 1 to the Schedule 13D, on September 21, 1998
(the "First Closing"), the Reporting Person acquired
329,964 shares (the "Initial Shares") of the
Issuer's Series A Preferred Stock, par value $.01
per share (the "Series A Preferred"), and on October
5, 1998 (the "Second Closing"), the Reporting Person
acquired an additional 676,025 shares (the "Second
Closing Shares") of the Series A Preferred.
Pursuant to a Right of First Refusal and Co-Sale
Agreement, dated September 21, 1998 (the "Co-Sale
Agreement"), the Reporting Person also received a
right of first refusal (the "Right of First
Refusal") to purchase up to 2,376,455 shares of
Common Stock, par value $.01 per share (see footnote
2), and up to 200,000 shares of Series A Preferred
acquired at the First and Second Closings by certain
stockholders of the Issuer (the "Second Closing
Shares") in the event such stock were to be sold by
such stockholders. The right of first refusal in
the Co-Sale Agreement terminates on September 20,
1999.
The Reporting Person presently holds the
Securities as an investment. Depending on the
Reporting Person's evaluation of market conditions,
market price, alternative investment opportunities,
liquidity needs and other factors, the Reporting
Person will from time to time explore opportunities
for liquidating all or a portion of the Securities,
through one or more sales pursuant to public or
private offerings or otherwise. The Reporting
Person may determine to retain some portion of the
Securities as an investment.
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CUSIP No: 983905100 Schedule 13D/A Page 5 of 15
Item 5. Interests in Securities of the Issuer.
(a) Number of Shares Beneficially Owned:
Shares Owned: 1,005,989 shares(1)
Right to Acquire: 2,576,455 shares(2)
Percent of Class:
82.3% (for purposes of this
calculation, the total
number of shares
outstanding is based upon
the sume of the following
numbers: (1) 3,147,231
shares of common stock
outstanding, as determined
from representations made
by the Issuer to the
Reporting Person in
connection with the
Purchase Agreement plus (2)
1,005,989 shares of Series
A Preferred issued to the
Reporting Person at the
First and Second Closings
and (3) an aggregate of
200,000 shares of Series A
Preferred issued to
Flanders Language Valley at
the First and Second
Closings and over which the
Reporting Person has a
Right of First Refusal).
(b) Sole Power to Vote, Direct the
Vote of, or Dispose of Shares: 1,005,989
shares(3)
Shared Power to Dispose
or Direct the
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CUSIP No: 983905100 Schedule 13D/A Page 6 of 15
Disposition of Shares 2,576,455
shares(4)
[FN]
<F1> (1) Includes the Initial Shares and the Second Closing
Shares.
<F2> (2) Comprising 2,576,455 First Refusal Shares
(the shares subject to the Reporting Person's Right of First
Refusal include 65,600 shares of Series A Preferred purchased
by Flanders Language Valley at the First Closing and 134,400
shares of Series A Preferred purchased by Flanders Language
Valley at the Second Closing). All other share amounts
subject to the Right of First Refusal come from statements in
the Issuer's Proxy Statement on Schedule 14A, filed April 7,
1998.
<F3> (3) Includes only the 329,964 Initial Shares and the
676,025 Second Closing Shares
<F4> (4) Comprising the First Refusal Shares. See footnote 2
above.
</FN>
Item 2 information regarding Flanders Language Valley is taken
from the Schedule 13D filed by Flanders Language Valley on May
01, 1998 and is as follows:
Flanders Language Valley G.C.V. ("FLV"), a corporation
organized under Belgium law, is in the business of making
venture capital investments. Its business address and the
address of its principal office is at Industrielaan 31,B-8900
Ieper, Belgium. FLV has not, during the last five years, been
convicted in any criminal proceeding, excluding traffic
violations or similar misdemeanors, nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is
subject to a 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. Flanders Language Valley
Management N.V. ("FLVM"), a corporation organized under
Belgium law, serves and functions as the sole director and
officer of FLV.
FLMV's sole business activity involves the management of FLV's
venture capital investments. Its business address and the
address of its principal office is at Industrielaan 31, B-8900
Ieper, Belgium. FLVM has not, during the last five years,
been convicted in any criminal proceeding, excluding traffic
violations or similar misdemeanors, nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating
<PAGE>
CUSIP No: 983905100 Schedule 13D/A Page 7 of 15
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Mr. Jean Van Marcke is the Chairman of FLVM. He has served as
a director of FLVM since December 22, 1995.
Mr. Philip Vermeulen is the Managing Director of FLVM. He has
served as a director of FLVM since December 22, 1995.
Mr. Fernand Cloet is a Director of FLVM. He has served as a
director of FLVM since December 22, 1995.
Mr. William Hardemen is a Director of FLVM. He has served as
a director of FLVM since December 22, 1995.
Mr. Wilfried Vandepoel is a Director of FLVM. He has served
as a director of FLVM since February 16, 1996.
Mr. Johan Vannieuwenhuyze is a Director of FLVM. He has
served as a director of FLVM since February 16, 1996.
Current Item 2 information regarding William H. Welling,
Deloris A. Welling, the Berdell, Welling Profit Sharing Trust
(William H. Welling, Trustee), the Welling Family Trust
January 23, 1990 (William H. Welling and Deloris A. Welling,
Trustees), the Trust For the Benefit of David M. Welling
(James Welling, Trustee), the Special Needs Trust for the
Benefit of Deborah A. Welling (William H. Welling and Deloris
A. Welling, Trustees) and Edmund Shea is not available
publicly. Because the foregoing parties and the Registrant
are not members of a group, Item 2 information regarding such
parties is not presented here.
(c) Recent Transactions:
As described in more detail in Item 4, on September 21,
1998, the Reporting Person acquired the Initial Shares,
and on October 5, 1998, the Reporting Person acquired the
Second Closing Shares The Reporting Person also received
a Right of First Refusal to purchase shares of the
Issuer's Common Stock and Series A Preferred held by
certain shareholders of the Corporation pursuant to the
Co-Sale Agreement. The right of first refusal contained
in the Co-Sale Agreement terminates on September 21,
1999.
(d) Rights with Respect to Dividends
or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent
Beneficial Ownership: N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
<PAGE>
CUSIP No: 983905100 Schedule 13D/A Page 8 of 15
Pursuant to the Purchase Agreement (as defined
in Item 4), the Reporting Person has, under certain
circumstances, various rights related to: (a)
registration of the Common Stock issuable upon
conversion or exchange of the Series B Preferred
Stock pursuant to certain shelf, demand and
piggyback registration rights granted to the
Reporting Person; (b) a representative of the
Reporting Person observing board of director and
committee meetings of the Issuer in a non-voting
capacity; (c) certain rights of consent,
notification, negotiation and first refusal in
connection with certain sales of securities,
acquisitions, asset sales, grants of licenses and
other corporate events of the Issuer or any of its
significant subsidiaries; and (d) the participation
in future issuances of securities by the Issuer and
the maintenance of the Reporting Person's percentage
ownership of the Issuer.
Pursuant to the Co-Sale Agreement (as defined
in Item 4), the Reporting Person has a right of
first refusal on sales of an aggregate of up to
2,576,455 shares (see footnote 2) of the Issuer's
securities by Flanders Language Valley, a
corporation organized under the laws of Belgium,
William H. Welling and certain related entities (as
set forth in the preamble to the Co-Sale Agreement,
and herein referred to as the "Welling Entities"),
and Edmumd Shea, subject to certain limitations.
Such Right of First Refusal terminates on September
21, 1999. In addition, the Reporting Person has the
right to participate in sales of the Issuer's
securities by any of the Welling Entities, subject
to certain limitations (the "Co-Sale Right"). The
Co-Sale Right terminates on September 21, 2001.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1* Xiox Corporation Stock Purchase and
Investor Rights Agreement, dated September
21, 1998 (the "Purchase Agreement").
Exhibit 2* Right of First Refusal and Co-Sale
Agreement, dated September 21, 1998,
between the Issuer, Flanders Language
Valley, William H. Welling, Deloris A.
Welling, the Berdell, Welling Profit
Sharing Trust (William H. Welling,
Trustee), the Welling Family Trust January
23, 1990 (William H. Welling and Deloris
A. Welling, Trustees), the Trust For the
Benefit of David M. Welling (James
Welling, Trustee) and the Special Needs
Trust for the Benefit of Deborah A.
Welling (William H. Welling and Deloris A.
Welling, Trustees) and Edmund Shea.
<PAGE>
CUSIP No: 983905100 Schedule 13D/A Page 9 of 15
Exhibit 3* Press Release of Xiox Corporation, dated
September 21, 1998.
Exhibit 4 Press Release of Xiox Corporation, dated
October 5, 1998.
*Previously filed
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CUSIP No: 983905100 Schedule 13D/A Page 10 of 15
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 14, 1998.
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
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CUSIP No: 983905100 Schedule 13D/A Page 11 of 15
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, except as
noted below.
Name: Craig R. Barrett
Business Address: 2200 Mission College Boulevard, Santa Clara,
CA 95052
Principal President and Chief Executive Officer of
Occupation: Intel Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and
address of systems.
corporation or 2200 Mission College Boulevard
other organization Santa Clara, CA 95052
on which employment
is conducted:
Name: John Browne
Business Address: Britannic House, 1 Finsbury Circus,
London EC2M 7BA
Principal Group Chief Executive
Occupation:
Name, principal The British Petroleum Company p.l.c., an
business and integrated oil company.
address of Britannic House, 1 Finsbury Circus,
corporation or London EC2M 7BA
other organization
on which employment
is conducted:
Citizenship: British
Name: Winston H. Chen
Business Address: 3945 Freedom Circle, Suite 760, Santa Clara,
CA 95054
Principal Chairman of Paramitas Foundation
Occupation:
Name, principal Paramitas Foundation, a charitable
business and foundation.
address of 3945 Freedom Circle, Suite 760
corporation or Santa Clara, CA 95054
other organization
on which employment
is conducted:
Name: Andrew S. Grove
Business Address: 2200 Mission College Boulevard, Santa Clara,
CA 95052
Principal Chairman of the Board of Directors of Intel
Occupation: Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and
address of systems.
corporation or 2200 Mission College Boulevard
other organization Santa Clara, CA 95052
on which employment
is conducted:
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CUSIP No: 983905100 Schedule 13D/A Page 12 of 15
Name: D. James Guzy
Business Address: 1340 Arbor Rd. Menlo Park, CA 94025
Principal Chairman of The Arbor Company
Occupation:
Name, principal
business and The Arbor Company, a limited partnership
address of engaged in the electronics and computer
corporation or industry.
other organization 1340 Arbor Rd.
on which employment Menlo Park, CA 94025
is conducted:
Name: Gordon E. Moore
Business Address: 2200 Mission College Boulevard, Santa Clara,
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
address of systems.
corporation or 2200 Mission College Boulevard
other organization Santa Clara, CA 95052
on which employment
is conducted:
Name: Arthur Rock
Business Address: One Maritime Plaza, Suite 1220, San
Francisco, 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
on which employment
is conducted:
Name: Jane E. Shaw
Business Address: 1310 Orleans Drive, Sunnyvale, CA 94089
Principal Chairman and Chief Executive Officer
Occupation:
Name, principal AeroGen, Inc., a private company
business and specializing in controlled delivery of drugs
address of to the lungs.
corporation or 1310 Orleans Drive, Sunnyvale, CA 94089
other organization
on which employment
is conducted:
Name: Leslie L. Vadasz
Business Address: 2200 Mission College Boulevard, Santa Clara,
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
address of systems.
corporation or 2200 Mission College Boulevard
other organization Santa Clara, CA 95052
on which employment
is conducted:
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CUSIP No: 983905100 Schedule 13D/A Page 13 of 15
Name: David B. Yoffie
Business Address: Harvard Business School, Soldiers Field Park
1-411, Boston, MA 92163
Principal Max and Doris Starr, Professor of
Occupation: International 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 organization Boston, MA 92163
on which employment
is conducted:
Name: Charles E. Young
Business Address: 10920 Wilshire Boulevard, Suite 1835, Los
Angeles, CA 90024
Principal Chancellor Emeritus
Occupation:
Name, principal
business and University of California at Los Angeles, an
address of educational institution.
corporation or 10920 Wilshire Boulevard, Suite 1835
other organization Los Angeles, CA 90024
on which employment
is conducted:
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: Paul S. Otellini
Title: Executive Vice President, Director, Intel Architecture
Business Group
Name: Gerhard H. Parker
Title: Executive Vice President, General Manager, New
Business Group
Name: Albert Y. C. Yu
Title: Senior Vice President, General Manager,
Microprocessor Products Group
Name: Andy D. Bryant
Title: Vice President and Chief Financial Officer
Name: F. Thomas Dunlap, Jr.
Title: Vice President, General Counsel and Secretary
Name: Sean M. Maloney
Title: Vice President, Director, Sales and Marketing Group
Name: Arvind Sodhani
Title: Vice President, Treasurer
Name: Michael R. Splinter
Title: Vice President, General Manager, Technology and
Manufacturing Group
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CUSIP No: 983905100 Schedule 13D/A Page 14 of 15
EXHIBIT INDEX
Sequenti
ally
Exhibit Document Numbered
No. Page
Exhibit 1 Xiox Corporation Stock Purchase and *
Investor Rights Agreement, dated
September 21, 1998 (the "Purchase
Agreement").
Exhibit 2 Right of First Refusal and Co-Sale *
Agreement, dated September 21, 1998,
between the Issuer, Flanders Language
Valley, William H. Welling, Deloris A.
Welling, the Berdell, Welling Profit
Sharing Trust (William H. Welling,
Trustee), the Welling Family Trust
January 23, 1990 (William H. Welling and
Deloris A. Welling, Trustees), the Trust
For the Benefit of David M. Welling
(James Welling, Trustee) and the Special
Needs Trust for the Benefit of Deborah
A. Welling (William H. Welling and
Deloris A. Welling, Trustees) and Edmund
Shea.
Exhibit 3 Press Release of Xiox Corporation, dated *
September 21, 1998.
Exhibit 4 Press Release of Xiox Corporation, dated --
October 5, 1998
* Previously filed
Exhibit 3
CUSIP No: 983905100 Schedule 13D/A Page 15 of 15
Exhibit 4
XIOX ANNOUNCES CLOSING OF $9.5 MILLION PRIVATE PLACEMENT
BURLINGAME, Calif., October 5, 1998, 3:46 P.M. PDT -- XIOX
Corporation (NASDAQ: XIOX) announced today that it held the
second of two closings under an agreement announced September
21, 1998 to raise approximately $9.5 million from the private
placement of Series A Preferred Stock to Intel Corporation,
Flanders Language Valley and Zero Stage Capital and other
private investors.
In the second closing, approximately $6.5 million of Series A
Preferred Stock was sold to the investors on substantially the
same terms as the first closing, which raised approximately
$3.1 million on September 21, 1998. All together, 1,907,989
shares of Series A Preferred were sold under the agreement at
a purchase price of $5.00 per share. The Series A Preferred
Stock will be convertible into Common Stock on a 1:1 basis
subject to certain anti-dilution provisions.
XIOX Corporation, headquartered in Burlingame, California,
manufactures and distributes a complete line of telephone
management support and control systems and service bureau
solutions for the commercial and hospitality markets. For more
information about XIOX, visit the Company's web site at
http://www.xiox.com.
Except for the historical information contained herein, the
matters discussed in this news release are forward looking
statements. Such forward looking statements involve known and
unknown risks, uncertainties and other factors such as the
availability and market acceptance of new products and product
reliability, which may cause the actual results, performance
or achievements Xiox to be materially different from any
future results, performance or achievements expressed or
implied by such forward looking statements. For further
information, refer to the risk factors detailed from time to
time in the Company's filings with the Securities and Exchange
Commission.
Contact: XIOX Corporation
Melanie Reid, VP Finance/CFO
650/375-8188
[email protected]
