SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment #3)
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, 1998
(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(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
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.
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CUSIP No. 719153-10-8 13D/A Page 2 of 9
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 1,539,350
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,539,350
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,539,350
REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 8.8%
(11)
14. TYPE OF REPORTING PERSON CO
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CUSIP No. 719153-10-8 13D/A Page 3 of 9
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 9
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 became a 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, 1998 , an additional 214,793 shares will
vest under the Warrant, giving the Reporting Person
the vested right to acquire a total of 644,379 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: 1,539,350
shares (of which 644,379 shares are issuable
upon exercise of the Warrant by the Reporting
Person)*
Percent of Class: 8.8 % (based upon 17,523,379
shares of common stock outstanding, as reported
by the Issuer in its Form 10-Q for the quarter
ended June 30, 1998 , and assuming the issuance
of 644,379 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: 1,539,350 shares*
(c) Recent Transactions: On December 15, 1998, an
additional 214,793 shares will vest under the
Warrant, giving the Reporting Person the vested
right to acquire a total of 644,379 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:
[FN]
*Does not include 429,586 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.
</FN>
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CUSIP No. 719153-10-8 13D/A Page 5 of 9
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, 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. 719153-10-8 13D/A Page 6 of 9
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
business and
address of Intel Corporation, a manufacturer of
corporation or microcomputer components, modules and
other organization systems.
on which employment 2200 Mission College Boulevard
is conducted: Santa Clara, CA 95052
Name: John Browne
Business Address: Britannic House, 1 Finsbury Circus,
London EC2M 7BA
Principal
Occupation: Group Chief Executive
Name, principal
business and
address of
corporation or The British Petroleum Company p.l.c., an
other organization integrated oil company.
on which employment Britannic House, 1 Finsbury Circus,
is conducted: London EC2M 7BA
Citizenship: British
Name: Winston H. Chen
Business Address: 3945 Freedom Circle, Suite 760, Santa Clara,
CA 95054
Principal
Occupation: Chairman of Paramitas Foundation
Name, principal
business and
address of
corporation or Paramitas Foundation, a charitable
other organization foundation.
on which employment 3945 Freedom Circle, Suite 760
is conducted: Santa Clara, CA 95054
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CUSIP No. 719153-10-8 13D/A Page 7 of 9
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
business and
address of Intel Corporation, a manufacturer of
corporation or microcomputer components, modules and
other organization systems.
on which employment 2200 Mission College Boulevard
is conducted: Santa Clara, CA 95052
Name: D. James Guzy
Business Address: 1340 Arbor Rd. Menlo Park, CA 94025
Principal
Occupation: Chairman of The Arbor Company
Name, principal
business and
address of The Arbor Company, a limited partnership
corporation or engaged in the electronics and computer
other organization industry.
on which employment 1340 Arbor Rd.
is conducted: Menlo Park, CA 94025
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
business and
address of Intel Corporation, a manufacturer of
corporation or microcomputer components, modules and
other organization systems.
on which employment 2200 Mission College Boulevard
is conducted: Santa Clara, CA 95052
Name: Arthur Rock
One Maritime Plaza, Suite 1220, San
Business Address: Francisco, CA 94111
Principal
Occupation: Venture Capitalist
Name, principal
business and
address of
corporation or Arthur Rock and Company, a venture capital
other organization firm.
on which employment One Maritime Plaza, Suite 1220
is conducted: San Francisco, CA 94111
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CUSIP No. 719153-10-8 13D/A Page 8 of 9
Name: Jane E. Shaw
Business Address: 1310 Orleans Drive, Sunnyvale, CA 94089
Principal
Occupation: Chairman and Chief Executive Officer
Name, principal
business and
address of
corporation or AeroGen, Inc., a private company
other organization specializing in controlled delivery of drugs
on which employment to the lungs.
is conducted: 1310 Orleans Drive, Sunnyvale, CA 94089
Name: Leslie L. Vadasz
2200 Mission College Boulevard, Santa Clara,
Business Address: CA 95052
Principal Senior Vice President, Director, Corporate
Occupation: Business Development, Intel Corporation
Name, principal
business and
address of Intel Corporation, a manufacturer of
corporation or microcomputer components, modules and
other organization systems.
on which employment 2200 Mission College Boulevard
is conducted: Santa Clara, CA 95052
Name: David B. Yoffie
Harvard Business School, Soldiers Field Park
Business Address: 1-411, Boston, MA 92163
Principal Max and Doris Starr, Professor of
Occupation: International Business Administration
Name, principal
business and
address of Harvard Business School, an educational
corporation or institution.
other organization Harvard Business School
on which employment Soldiers Field Park 1-411
is conducted: Boston, MA 92163
Name: Charles E. Young
Business Address: 10920 Wilshire Boulevard, Suite 1835, Los
Angeles, CA 90024
Principal
Occupation: Chancellor Emeritus
Name, principal
business and
address of
corporation or University of California at Los Angeles, an
other organization educational institution.
on which employment 10920 Wilshire Boulevard, Suite 1835
is conducted: Los Angeles, CA 90024
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CUSIP No. 719153-10-8 13D/A Page 9 of 9
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
