SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT FILED PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MAKER COMMUNICATIONS INC
-------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
560875 10 6
-------------------------------------
(CUSIP Number)
December 31, 1999
-------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
- --- Rule 13d-1(b)
- --- Rule 13d-1(c)
- -X- Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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 (however, see the Notes).
Page 1 of 8 Pages
<PAGE>
CUSIP No. 560875 10 6 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSONS: INTEL CORPORATION
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
94-1672743
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
5. SOLE VOTING POWER 0
NUMBER OF
SHARES 6. SHARED VOTING POWER 1,209,103(1)
BENEFICIALLY
OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,209,103(1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,209,103(1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.56%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------------------
(1) Intel Corporation and its wholly owned subsidiary, Level One
Communications, Inc. may be deemed to share ownership of the
shares reported in this Schedule 13G.
<PAGE>
CUSIP No. 560875 10 6 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSONS: LEVEL ONE COMMUNICATIONS, INC.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
33-0128224
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
5. SOLE VOTING POWER 0
NUMBER OF
SHARES 6. SHARED VOTING POWER 1,209,103(1)
BENEFICIALLY
OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,209,103(1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,209,103(1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.56%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------------------
(1) Intel Corporation and its wholly owned subsidiary, Level One
Communications, Inc. may be deemed to share ownership of the
shares reported in this Schedule 13G.
<PAGE>
CUSIP No. 560875 10 6 13G Page 4 of 8 Pages
This Schedule 13G is being filed on behalf of Intel Corporation
and its wholly owned subsidiary Level One Communications, Inc.
with respect to shares of the Issuer held by Level One
Communications, Inc.
Item 1. (a) Name of Issuer: MAKER COMMUNICATIONS INC
(b) Address of Issuer's Principal Executive
Offices:
73 Mount Wayte Avenue
Framingham, MA 01702
Item 2. (a) Name of Person Filing:
(i) Intel Corporation
(ii) Level One Communications, Inc.
(b) Address of Principal Business Office or, if
None, Residence:
(i) 2200 Mission College Blvd.
Santa Clara, CA 95052
(ii) 9750 Goethe Road
Sacramento, CA 95827
(c) Citizenship: See cover page item 4 for
respective Reporting Person
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 560875 10 6
Item 3. If this statement is filed pursuant to Rule 13d-1(c),
check this box [X]
Item 4. Ownership
(a) Amount beneficially owned: 1,209,103(1)
(b) Percent of class: 6.56% based upon 18,425,691
shares as reported by the Issuer as being
outstanding on November 15, 1999.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct to the
vote: 0
(ii) Shared power to vote or to direct the
vote: 1,209,103(1)
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 1,209,103(1)
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ ].
Item 6. Inapplicable
- --------------------------------
(1) Intel Corporation and its wholly owned subsidiary, Level One
Communications, Inc. may be deemed to share ownership of the
shares reported in this Schedule 13G.
<PAGE>
CUSIP No. 560875 10 6 13G Page 5 of 8 Pages
Item 7. Inapplicable
Item 8. Inapplicable
Item 9. Inapplicable
Item 10. By signing below the Reporting Persons certify that,
to the best of their knowledge and belief, the
securities referred to above were not acquired and are
not held for the purpose of or with the effect of
changing or influencing the control of the issuer of
the securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
<PAGE>
CUSIP No. 560875 10 6 13G Page 6 of 8 Pages
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.
January 21, 2000
----------------------------------
Date
/s/F. Thomas Dunlap, Jr.
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Signature
F. Thomas Dunlap, Jr.
Vice President, General Counsel and
Secretary
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Name/Title
<PAGE>
CUSIP No. 560875 10 6 13G Page 7 of 8 Pages
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.
February 11, 2000
----------------------------------
Date
/s/Patrice C. Scatena
----------------------------------
Signature
Patrice C. Scatena
Secretary, Level One Communications,
Inc.
----------------------------------
Name/Title
<PAGE>
CUSIP No. 560875 10 6 13G Page 8 of 8 Pages
Exhibit 1
JOINT FILING AGREEMENT
Agreement among Intel Corporation and Level One Communications,
Inc., whereby, in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, each of the persons named below
agree to the joint filing on behalf of each of them of a Statement
on Schedule 13G with respect to the equity securities of Maker
Communications, Inc. and further agree that this Joint Filing
Agreement be included as an exhibit to such joint filing, provided
that, as contemplated by Section 13d-1(k)(l)(ii), no person shall
be responsible for the completeness or accuracy of the information
concerning the other person making the filing, unless such person
knows or has reason to believe that such information is
inaccurate.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement in counterpart as of this 11th
day of February, 2000.
February 11, 2000
----------------------------------
Date
F. Thomas Dunlap, Jr.
----------------------------------
Signature
F. Thomas Dunlap, Jr.
Vice President, General Counsel and
Secretary
----------------------------------
Name/Title
February 11, 2000
----------------------------------
Date
Patrice C. Scatena
----------------------------------
Signature
Patrice C. Scatena
Secretary, Level One Communications,
Inc.
----------------------------------
Name/Title
