SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION STATEMENT FILED PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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XIRCOM, INC.
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(Name of Issuer)
Common Stock (Par Value $.001)
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(Title of Class of Securities)
983922 10 5
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 1999
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(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 [ ].
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 ("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 17 Pages
The Exhibit Index is on Page 14
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CUSIP No. 983922 10 5 Schedule 13D Page 2 of 17
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 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
NUMBER OF 7. SOLE VOTING POWER 2,516,405
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,516,405
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 2,516,405
REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 10.5%
(11)
14. TYPE OF REPORTING PERSON CO
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CUSIP No. 983922 10 5 Schedule 13D Page 3 of 17
Item 2. Identity and Background
(a) Name of Person Intel Corporation
Filing:
The executive officers and
directors of Intel
Corporation are set forth
on Appendix A hereto.
(b) State of Delaware
Incorporation:
(c) 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.
Item 3. Source and Amount of Funds or Other Consideration
On February 28, 1997 the Reporting Person paid
$52,278,313.88 to acquire 2,516,405 shares of Common
Stock, $0.001 par value, of the Issuer (the "Common
Stock"). In addition, the Reporting Person acquired a
warrant (the "Warrant") to purchase up to 1,509,903
shares of Common Stock. Funds for the purchase of the
securities were derived from the Reporting Person's
working capital.
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CUSIP No. 983922 10 5 Schedule 13D Page 4 of 17
On February 17, 1999, pursuant to the terms of the
Warrant, the Reporting Person "net exercised" the
Warrant. Under the net exercise, the Issuer retained
995,589 of the shares of Common Stock that the
Reporting Person had the right to acquire under the
Warrant in payment of the aggregate Warrant exercise
price of $40,782,480 ($27.01 per share). The
Reporting Person acquired 514,314 shares of Common
Stock as a result of the net exercise of the Warrant.
See Item 5(c) below for further details regarding the
net exercise.
Item 4. Purpose of the Transaction
The Reporting Person acquired the Common Stock and the
Warrant as an investment and in connection with a
technology agreement between the Issuer and the
Reporting Person pursuant to which the Issuer and
Reporting Person will work together to further advance
mobile connectivity solutions for high performance
business computing. As more fully described in Item 3
above and Item 5(c) below, on February 17, 1999, the
Reporting Person net exercised the Warrant, and then
immediately sold the 514,314 shares thereby acquired
back to the Issuer to realize a gain on its
investment.
The Reporting Person presently holds its shares of
Common Stock of the Issuer as an investment.
Depending upon 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 shares, through one or more sales pursuant to
public or private offerings or otherwise. The
Reporting Person may determine to retain some portion
of the shares as an investment.
Item 5. Interests in Securities of the Issuer.
(a) Number of Shares Beneficially 2,516,405 shares
Owned:
Number of Shares Beneficially 2,516,405 shares
Owned:
Percent of Class: 10.5% (based upon
23,930,115 shares
of common stock
outstanding as
reported on the
Company's most
recent 10Q).
(b) Sole Power to Vote, Direct
the Vote of, or Dispose of 2,516,405 shares
Shares:
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CUSIP No. 983922 10 5 Schedule 13D Page 5 of 17
Shared Power to Vote, Direct
the Vote of, or Dispose of
Shares: None
(c) Recent Transactions:
On February 17, 1999 the Reporting Person
elected to net exercise the Warrant,
surrendering 995,589 shares of Common Stock
valued at $40.96 per share (the average closing
price as quoted by Reuters for the ten (10)
trading days immediately preceding the
transaction) in payment of the exercise price
of the Warrant, and acquiring 514,314 shares of
Common Stock. The Issuer then immediately
repurchased the 514,314 shares from the
Reporting Person at a price of $38.45 per share
(the average closing price as quoted by Reuters
for the five (5) trading days immediately
preceding the transaction, less a discount of
$0.50 per share). The Issuer will pay the
purchase price for these shares to the
Reporting Person on February 23, 1999.
(d) Rights with Respect to Dividends or Sales N/A
Proceeds:
(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.
Pursuant to the Investor Rights Agreement between the
Reporting Person and the Issuer, the Reporting Person
has, under certain circumstances, various rights
related to (a) registration of the Common Stock that
the Reporting Person owns, (b) participation in future
sales and issuances of securities by the Issuer, (c)
maintaining its ownership percentage in the Issuer,
(d) receiving various public filings directly from the
Issuer on a periodic basis, and (e) the opportunity to
acquire the Issuer or certain assets of the Issuer if
the Issuer seeks other offers or receives certain
unsolicited offers. The Reporting Person has certain
standstill obligations relating to its acquisition of
shares of Common Stock of the Issuer and certain
restrictions on its voting rights. The Purchase
Agreement also contains certain restrictions on
transfer of the Common Stock by the Reporting Person.
See the Investor Rights Agreement, attached as an
Exhibit hereto, for a further description of these
provisions.
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CUSIP No. 983922 10 5 Schedule 13D Page 6 of 17
Pursuant to a Letter Agreement dated February 17,
1999, attached as an Exhibit hereto, the definition of
"Market Price" as set forth in the Warrant (used to
determine the number of shares surrendered in payment
of the exercise price of the Warrant upon a net
exercise) was modified to mean, as to a share of
Common Stock, the average closing price as quoted by
Reuters for the ten (10) trading days immediately
preceding February 17, 1999. The Letter Agreement
further set out the terms upon which the Company would
repurchase the remaining shares resulting from the net
exercise of the Warrant (as fully described in
Item 5(c) above).
Item 7. Material to Be Filed as Exhibits.
Exhibit 1* Xircom, Inc. Common Stock and Warrant
Purchase Agreement, of January 13, 1997,
between Xircom, Inc. and Intel
Corporation.
Exhibit 2* Warrant to Purchase Shares of Common
Stock of Xircom, Inc., dated February 28,
1997.
Exhibit 3* Investor Rights Agreement, dated February
28, 1997, between Xircom, Inc. and Intel
Corporation.
Exhibit 4* Press Release of Xircom, Inc., dated
January 16, 1997.
Exhibit 5* Press Release of Xircom, Inc., dated
March 3, 1997.
Exhibit 6 Letter Agreement, dated February 17,
1999, between Xircom, Inc. and Intel
Corporation.
Exhibit 7 Press Release of Xircom, Inc. dated
February 18, 1999
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*Previously Filed
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CUSIP No. 983922 10 5 Schedule 13D Page 7 of 17
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 February 19, 1999 INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
-------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
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CUSIP No. 983922 10 5 Schedule 13D Page 8 of 17
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 indicated below.
Name: Craig R. Barrett
Business Address: 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: President and Chief Executive Officer
Name, principal Intel Corporation, a manufacturer of
business and address microcomputer components, modules and
of corporation or systems.
other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
Name: John Browne
Business Address: BP Amoco p.l.c., Britannic House, 1
Finsbury Circus, London EC2M 7BA
Principal Occupation: Group Chief Executive
Name, principal BP Amoco p.l.c., an integrated oil
business and address company.
of corporation or Britannic House, 1 Finsbury Circus
other organization in London EC2M 7BA
which employment is
conducted:
Citizenship: British
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CUSIP No. 983922 10 5 Schedule 13D Page 9 of 17
Name: Winston H. Chen
Business Address: Paramitas Foundation, 3945 Freedom
Circle, Suite 760, Santa Clara, CA 95054
Principal Occupation: Chairman
Name, principal Paramitas Foundation, a charitable
business and address foundation.
of corporation or 3945 Freedom Circle, Suite 760
other organization in Santa Clara, CA 95054
which employment is
conducted:
As of January 15, 1999, Mr. Chen owned a
total of 9,000 shares of Xircom, Inc.
Common Stock, which he acquired more than
60 days prior to the date of this filing.
The source of the funds used to purchase
the shares was from his personal assets.
On January 15, 1999, Mr. Chen sold 3,000
shares at $39.78 per share; on January
22, 1999, he sold 3,000 shares at $41.32
per share; and on February 2, 1999, he
sold 3,000 shares at $44.87 per share.
The shares were all sold in open market
transactions. As of February 19, 1999,
Mr. Chen holds a total of 1,000 shares
(comprising less than 1% of the
outstanding shares), which he acquired in
an open market transaction on October 19,
1998 at a purchase price of $20.88 per
share, and as to which he has sole power
to vote or direct the vote and dispose or
direct the disposition. The shares were
purchased and sold for investment
purposes.
Name: Andrew S. Grove
Business Address: 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: Chairman of the Board of Directors
Name, principal Intel Corporation, a manufacturer of
business and address microcomputer components, modules and
of corporation or systems.
other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
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CUSIP No. 983922 10 5 Schedule 13D Page 10 of 17
Name: D. James Guzy
Business Address: 1340 Arbor Road, Menlo Park, CA 94025
Principal Occupation: Chairman
Name, principal The Arbor Company, a limited partnership
business and address engaged in the electronics and computer
of corporation or industry.
other organization in 1340 Arbor Road
which employment is Menlo Park, CA 94025
conducted:
Name: Gordon E. Moore
Business Address: 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: Chairman Emeritus of the Board of
Directors
Name, principal Intel Corporation, a manufacturer of
business and address microcomputer components, modules and
of corporation or systems.
other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
Name: David S. Pottruck
Business Address: 101 Montgomery Street, San Francisco, CA
94104
Principal Occupation: President and Co-Chief Executive Officer
Name, principal The Charles Schwab Corporation, an
business and address investment company
of corporation or 101 Montgomery Street
other organization in San Francisco, CA 94104
which employment is
conducted:
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CUSIP No. 983922 10 5 Schedule 13D Page 11 of 17
Name: Arthur Rock
Business Address: One Maritime Plaza, Suite 1220, San
Francisco, CA 94111
Principal Occupation: Venture Capitalist
Name, principal Arthur Rock and Company, a venture
business and address capital firm.
of corporation or One Maritime Plaza, Suite 1220
other organization in San Francisco, CA 94111
which employment is
conducted:
Name: Jane E. Shaw
Business Address: 1310 Orleans Drive, Sunnyvale, CA 94089
Principal Occupation: Chairman and Chief Executive Officer
Name, principal AeroGen, Inc., a private company
business and address specializing in controlled delivery of
of corporation or drugs to the lungs
other organization in 1310 Orleans Drive
which employment is Sunnyvale, CA 94089
conducted:
Name: Leslie L. Vadasz
Business Address: 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: Senior Vice President, Director,
Corporate Business Development
Name, principal Intel Corporation, a manufacturer of
business and address microcomputer components, modules and
of corporation or systems.
other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
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CUSIP No. 983922 10 5 Schedule 13D Page 12 of 17
Name: David B. Yoffie
Business Address: Harvard Business School, Morgan Hall 247,
Soldiers Field Road, Boston, MA 92163
Principal Occupation: Max and Doris Starr Professor of
International Business Administration
Name, principal Harvard Business School, an educational
business and address institution.
of corporation or Harvard Business School
other organization in Morgan Hall 247,Soldiers Field Road
which employment is Boston, MA 92163
conducted:
Name: Charles E. Young
Business Address: 10920 Wilshire Boulevard, Los Angeles, CA
90024
Principal Occupation: Chancellor Emeritus
Name, principal University of California at Los Angeles,
business and address an educational institution.
of corporation or 10920 Wilshire Boulevard
other organization in Los Angeles, CA 90024
which employment is
conducted:
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CUSIP No. 983922 10 5 Schedule 13D Page 13 of 17
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. All
executive officers are United States citizens except as indicated
below.
Name: Paul S. Otellini
Title: Executive Vice President, General Manager, Intel
Architecture Business Group
Name: Gerhard H. Parker
Title: Executive Vice President, General Manager, New
Business Group
Name: Andy D. Bryant
Title: Senior Vice President and Chief Financial Officer
Name: Sean M. Maloney
Title: Senior Vice President, Director, Sales and
Marketing Group
Citizenship: British
Name: Michael R. Splinter
Title: Senior Vice President, General Manager,
Technology and Manufacturing Group
Name: Albert Y. C. Yu
Title: Senior Vice President, General Manager,
Microprocessor Products Group
Name: F. Thomas Dunlap, Jr.
Title: Vice President, General Counsel and Secretary
Name: Arvind Sodhani
Title: Vice President, Treasurer
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CUSIP No. 983922 10 5 Schedule 13D Page 14 of 17
EXHIBIT INDEX
Sequentially
Exhibit No. Document Numbered Page
- ------------ ---------------------------------- --------------
Exhibit 1* Xircom, Inc. Common Stock and
Warrant Purchase Agreement, dated 1.1
January 13, 1997, between Xircom,
Inc. and Intel Corporation.
Exhibit 2* Warrant to Purchase Shares of
Common Stock of Xircom, Inc., dated 2.1
February 28, 1997.
Exhibit 3* Investor Rights Agreement, dated
February28, 1997, between Xircom, 3.1
Inc. and Intel Corporation.
Exhibit 4* Press Release of Xircom, Inc.,
dated January 16, 1997. 4.1
Exhibit 5* Press Release of Xircom, Inc.,
dated March 3, 1997. 5.1
Exhibit 6 Letter Agreement, dated February
17, 1999, between Xircom, Inc. and 6.1
Intel Corporation.
Exhibit 7 Press Release of Xircom, Inc.,
dated February 18, 1999 7.1
____________________
*Previously filed.
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CUSIP No. 983922 10 5 Schedule 13D Page 15 of 17
Exhibit 6.1
February 17, 1999
Xircom, Inc.
2300 Corporate Center Drive
Thousand Oaks, California 91320
Attn: Steven F. DeGennaro
Vice President, Finance and Chief Financial Officer
RE: Net Exercise Of Xircom Warrant
Ladies and Gentlemen:
Enclosed please find the Annex to Warrant (the "Annex") giving
notice of our intention to exercise that certain Warrant to
Purchase Shares of Common Stock (the "Warrant") dated February
28, 1997 pursuant to the Net Exercise Election provision of the
Annex. The following sets out additional terms of our agreement:
1. The definition of the term "Market Price" set forth in the
Warrant shall be modified to mean, as to a share of Common Stock,
the average closing price as quoted by Reuters for the ten (10)
trading days immediately preceding February 17, 1999, which is
the date of our net exercise election made pursuant to Section
1.3 of the Warrant.
2. Xircom, Inc. (the "Company") agrees to repurchase all shares
of Common Stock purchased under the Warrant as a result of the
net exercise at the average closing price as quoted by Reuters
for the five (5) trading days immediately preceding February 17,
1999, less a discount of $0.50 per share. The Company will pay
the purchase price for these shares on February 23, 1999 by wire
transfer per our separate instructions.
Except as expressly modified herein, any terms of the Warrant
which by their terms survive its exercise shall continue in full
force and effect.
If you are in agreement with the terms set out above, please
acknowledge the same by countersigning the letter in the space
provided below and faxing this letter to the attention of
Michelle Oates at (408) 765-7636.
Sincerely,
Intel Corporation
By: /s/ ARVIND SODHANI
Name: Arvind Sodhani
Title: Vice President and Treasurer
Accepted:
Xircom, Inc.
By: /s/ STEVEN F. DEGENNARO
Name: Steven F. DeGennaro
Title: Vice President, Finance and Chief Financial Officer
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CUSIP No. 983922 10 5 Schedule 13D Page 16 of 17
Exhibit 7.1
Thursday February 18, 9:00 am Eastern Time
Company Press Release
Xircom Repurchases 514,314 Shares From Intel Warrant Exercise
Intel Maintains Original 2.5 Million Share Investment in Xircom
THOUSAND OAKS, Calif.--(BUSINESS WIRE)--Feb. 18, 1999--Xircom
Inc. (Nasdaq: XIRC - news) Thursday announced that Intel Corp.
exercised its warrant to purchase additional shares of Xircom
common stock under a February 1997 agreement that was part of
Intel's initial investment in Xircom.
Under the terms of the warrant agreement, Intel elected to
receive 514,314 shares at no additional cost in lieu of
purchasing 1,509,903 shares at an exercise price of $27.01.
Concurrent with the exercise of the Intel warrant, Xircom
repurchased all 514,314 shares of common stock issued to Intel
for a total price of $19.8 million, or $38.45 per share.
Independent of the warrant exercise, Intel holds approximately
2.5 million shares of Xircom common stock acquired as part of its
original investment in February 1997.
"The relationship has been very successful to date in terms of
technology transfer, joint development and joint sales and
marketing," said Mark Christensen, vice president and general
manager of the Network Communications Group at Intel. "We look
forward to continuing to maximize our technology and OEM
relationship with Xircom in the future."
"Our stated goal when we initiated the relationship with Intel
was to create a business relationship which benefited both
parties," said Dirk Gates, chairman, president and CEO of Xircom.
"We have achieved this goal and continue to expand our
relationship. We are pleased to see that Intel is in a position
to share in the financial upside that our success has created."
Xircom - A Decade of Focus, Innovation and Leadership in Mobile
Communications
Xircom, founded in 1988, is the world's leading manufacturer and
OEM supplier of mobile communications solutions, including
Integrated PC Card and PC Card products, which connect portable
computer users to corporate networks, the Internet and other
online resources. The company's products are sold and supported
in more than 100 countries through a global network of
distributors, integrators and resellers.
Xircom, with headquarters in Thousand Oaks and regional
headquarter offices in Antwerp, Belgium; Tokyo; and Singapore,
has 1,100 employees worldwide and trailing four-quarter revenue
of $320 million. More information about Xircom and Xircom
products may be found at www.xircom.com.
U.S. Sales: 800/438-4526, Telephone: 805/376-9300, Fax: 805/376-
9311.
This news release contains forward-looking statements based on
current expectations that involve a number of risks and
uncertainties that could cause actual results to differ
materially and include, but are not limited to, future technology
and OEM developments. Other additional risks are described in the
company's SEC reports on Form 10-K for the fiscal year ended
Sept. 30, 1998, as well as the report on Form 10-Q for the
quarter ended Dec. 31, 1998. Investor information may be found on
Xircom's Web site at www.xircom.com or on the SEC's EDGAR
electronic filing database.
Note to Editors: Xircom is a registered trademark of Xircom Inc.
Other company or product names have been used for identification
purposes only and may be trademarks of their respective
companies.
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CUSIP No. 983922 10 5 Schedule 13D Page 17 of 17
Contact:
Xircom Inc., Thousand Oaks
Kristi Cushing, 805/376-9300
[email protected]
http://www.xircom.com
or
P/E
Craig Rexroad, 310/275-8784
[email protected]
