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(1)
(Amendment No. 1)*
STANDARD MICROSYSTEMS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
853626-10-9
(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)
March 17, 2000
(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 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 (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 (however, see the
Notes).
Page 1 of 13 Pages
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CUSIP No. 853626-10-9 Schedule 13D Page 2 of 13
1. NAME OF REPORTING PERSON: INTEL CORPORATION
S.S. or I.R.S. IDENTIFICATION NO. OF 94-1672743
ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a)[ ]
(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
7. SOLE VOTING POWER: 1,542,506
NUMBER OF
SHARES 8. SHARED VOTING POWER: N/A
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 1,542,506
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,542,506
REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.9%
(11):
14. TYPE OF REPORTING PERSON: CO
**SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 853626-10-9 Schedule 13D Page 3 of 13
This Amendment No. 1 amends and supplements the statement on
Schedule 13D (the "Schedule 13D"), and the cover page thereto,
filed on March 27, 1997 by Intel Corporation (the "Reporting
Person"), with respect to its beneficial ownership of common
stock and warrants issued by Standard Microsystems Corporation, a
Delaware corporation (the "Issuer").
ITEM 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices
of Issuer:
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York, 11788
(b) Title of Class of Equity Securities:
Common Stock
ITEM 2. Identity and Background.
(a) Name of Person Filing:
Intel Corporation
(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
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CUSIP No. 853626-10-9 Schedule 13D Page 4 of 13
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:
Funds for the purchase of the securities were
derived from the Reporting Person's working
capital.
(b) Amount of Funds:
As described in more detail in Item 4, on
March 18, 1997, the Reporting Person paid
$14,653,807 to acquire 1,542,506 shares and
warrant to purchase 1,542,606 shares of the
Issuer's Common Stock. The Reporting Person
net exercised the Warrant on March 17, 2000 (as
described in Item 4).
ITEM 4. Purpose of the Transaction.
On March 18, 1997, pursuant to a Common Stock and
Warrant Purchase Agreement dated as of March 18, 1997
(the "Purchase Agreement"), the Reporting Person
acquired 1,542,506 shares of the Issuer's Common Stock
and a Warrant (the "Warrant") to purchase 1,542,606
shares of the Issuer's Common Stock, 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 agreed to work
cooperatively on the integration of new semiconductor
input/output (I/O) integrated circuits into selected
personal computer motherboard designs and also on a
family of proprietary low-pin-count I/O devices for
future applications. The shares of Common Stock
subject to the Warrant were vested and immediately
exercisable. The exercise price for the shares
increased periodically throughout the time that the
Warrant was in effect, pursuant to a schedule set
forth in the Warrant. The expiration date of the
Warrant was March 18, 2000.
On March 17, 2000, the Reporting Person net exercised
the Warrant in full pursuant to Section 1.3(c) of the
Warrant (which allows Intel to elect to receive,
without payment of any additional consideration, a
number of shares equal to the value of the Warrant as
of the date of exercise), and the Issuer thereupon
issued
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CUSIP No. 853626-10-9 Schedule 13D Page 5 of 13
to the Reporting Person an aggregate of 200,284 shares
of the Issuer's Common Stock (the "Net Exercise
Shares"). Immediately following such net exercise,
the Issuer purchased the Net Exercise Shares from the
Reporting Person for an aggregate purchase price of
$1,927,733.50, pursuant to a Share Purchase Agreement
dated as of March 17, 2000 between the Reporting
Person and the Issuer (the "Share Purchase
Agreement"). The execution of the Share Purchase
Agreement by each of the Reporting Person and the
Issuer was a condition precedent to the net exercise
of the Warrant by the Reporting Person.
The Reporting Person will continue to hold as an
investment the 1,542,506 shares of the Issuer's Common
Stock initially purchased on March 18, 1997.
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 such shares, through one or more sales pursuant to
public or private offerings or otherwise. In such
event, the Reporting Person may determine to retain
some portion of such shares as an investment.
ITEM 5. Interest in Securities of the Issuer.
The information contained in Item 4 is incorporated
herein by this reference.
(a) Number of Shares 1,542,506
Beneficially Owned:
Right to Acquire: 0
Percent of Class: 9.9 % (based upon
15,581,236 shares
of common stock
outstanding, as
reported by the
Issuer in its Form
10-Q for the
quarter ended
November 30, 1999.
(b) Sole Power to Vote, Direct 1,542,506
the Vote of, or Dispose of
Shares:
(c) Recent Transactions: See Item 4.
(d) Rights with Respect to N/A
Dividends or Sales
Proceeds:
(e) Date of Cessation of Five N/A
Percent Beneficial
Ownership:
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CUSIP No. 853626-10-9 Schedule 13D Page 6 of 13
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The information contained in Item 4 is incorporated
herein by this reference.
Pursuant to an Investor Rights Agreement dated
March 18, 1997 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.
In addition, the Purchase Agreement contains certain
restrictions on transfer of the Common Stock by the
Reporting Person.
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1 Share Purchase Agreement, dated March 17,
2000, between the Reporting Person and the
Issuer
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CUSIP No. 853626-10-9 Schedule 13D Page 7 of 13
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 March 22, 2000.
INTEL CORPORATION
/s/F. Thomas Dunlap, Jr.
By: ------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
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CUSIP No. 853626-10-9 Schedule 13D Page 8 of 13
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 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal President and Chief Executive Officer
Occupation:
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 BP Amoco p.l.c., Britannic House, 1 Finsbury
Address: Circus, London EC2M 7BA
Principal Group Chief Executive
Occupation:
Name, principal The BP Amoco p.l.c., an integrated oil
business and company.
address of Britannic House, 1 Finsbury Circus
corporation or London EC2M 7BA
other
organization in
which employment
is conducted:
Citizenship: British
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CUSIP No. 853626-10-9 Schedule 13D Page 9 of 13
Name: Winston H. Chen
Business Paramitas Foundation, 3945 Freedom Circle,
Address: Suite 760, Santa Clara, CA 95054
Principal Chairman
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
Occupation:
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
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. 853626-10-9 Schedule 13D Page 10 of 13
Name: Gordon E. Moore
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Chairman Emeritus of the Board of Directors
Occupation:
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 S. Pottruck
Business 101 Montgomery Street, San Francisco, CA 94104
Address:
Principal President and Co-Chief Executive Officer
Occupation:
Name, principal The Charles Schwab Corporation, an investment
business and company
address of 101 Montgomery Street
corporation or San Francisco, CA 94104
other
organization in
which employment
is conducted:
Name: Jane E. Shaw
Business 1310 Orleans Drive, Sunnyvale, CA 94089
Address:
Principal Chairman and Chief Executive Officer
Occupation:
Name, principal AeroGen, Inc., a private company specializing
business and in controlled delivery of drugs to the lungs
address of 1310 Orleans Drive
corporation or Sunnyvale, CA 94089
other
organization in
which employment
is conducted:
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CUSIP No. 853626-10-9 Schedule 13D Page 11 of 13
Name: Leslie L. Vadasz
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Executive Vice President; President, Intel
Occupation: Capital
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, Morgan Hall 215,
Address: Soldiers Field Park Road, Boston, MA 02163
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 Morgan Hall 215,Soldiers Field Park Road
other Boston, MA 02163
organization in
which employment
is conducted:
Name: Charles E. Young
Business 10920 Wilshire Boulevard, Suite 1835, Los
Address: Angeles, CA 90024
Principal A. Chancellor Emeritus
Occupation:
B. Interim President
Name, principal A. University of California at Los Angeles, an
business and educational institution.
address of
corporation or 10920 Wilshire Boulevard, Suite 1835
other Los Angeles, CA 90024
organization in
which employment B. University of Florida
is conducted: 226 Tigert Hall
PO Box 113150
Gainesville, FL 32610
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CUSIP No. 853626-10-9 Schedule 13D Page 12 of 13
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: 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, Chief Financial Officer, and
Enterprise Services Officer
Name: Sean M. Maloney
Title: Senior Vice President; Director, Sales and Marketing
Group
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. 853626-10-9 Schedule 13D Page 13 of 13
EXHIBIT INDEX
Exhibit No. Document
Exhibit 1 Share Purchase Agreement, dated March 17, 2000,
between the Reporting Person and the Issuer
<PAGE>
EXHIBIT 1
SHARE PURCHASE AGREEMENT
Dated March 17, 2000
<PAGE>
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this "Agreement") is entered
into as of March 17, 2000 by and between Intel Corporation, a
Delaware corporation ("Intel"), and Standard Microsystems
Corporation, a Delaware corporation (the "Company").
RECITALS
WHEREAS, Intel is the holder of that certain Warrant to
Purchase Shares of Common Stock of Standard Microsystems
Corporation, dated as of March 18, 1997 (the "Warrant"), pursuant
to which Intel has the right to purchase up to 1,542,606 shares
of the Company's common stock;
WHEREAS, Intel and the Company have agreed that Intel will
net exercise the Warrant pursuant to Section 1.3 of the Warrant
by delivering to the Company a Common Stock Warrant Notice of
Exercise in the form attached hereto as Exhibit A (the "Notice of
Exercise"), as a result of which the Company will issue to Intel
200,284 shares of the Company's common stock (the "Net Exercise
Shares");
WHEREAS, Intel and the Company have agreed that immediately
following the issuance of the Net Exercise Shares to Intel, the
Company will purchase the Net Exercise Shares from Intel at an
aggregate purchase price of $1,927,733.50, pursuant to the terms
and conditions of this Agreement; and
WHEREAS, the execution of this Agreement by each of the
Company and Intel is a condition precedent to the validity and
effectiveness of the Notice of Exercise delivered by Intel to the
Company on the date hereof.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and
covenants herein contained and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Purchase of Net Exercise Shares. Immediately following
the issuance of the Net Exercise Shares to Intel pursuant to
Intel's net exercise of the Warrant, (i) the Company agrees to
purchase from Intel, and Intel agrees to sell to the Company, all
of the Net Exercise Shares for an aggregate purchase price of
$1,927,733.50 (the "Purchase Price"), and (ii) the Company will
pay the Purchase Price to Intel within five (5) business days
from the date hereof by delivery of a check or wire transfer to
an account designated by Intel.
2. Representations and Warranties of the Company.
(a) Existence and Good Standing. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.
(b) Authorization and Validity of this Agreement. The
Company has the requisite corporate power and authority to
execute and deliver this Agreement and to perform its
<PAGE>
obligations hereunder. This Agreement has been duly executed and
delivered by the Company and, assuming due execution of this
Agreement by Intel, is a valid and binding obligation of the
Company enforceable against the Company in accordance with its
terms, except to the extent that its enforceability may be
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.
3. Representations and Warranties of Intel.
(a) Existence and Good Standing. Intel is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.
(b) Authorization and Validity of this Agreement.
Intel has the requisite corporate power and authority to execute
and deliver this Agreement and to perform its obligations
hereunder. This Agreement has been duly executed and delivered
by Intel and, assuming due execution of this Agreement by the
Company, is a valid and binding obligation of Intel enforceable
against Intel in accordance with its terms, except to the extent
that its enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles.
4. Governing Law. The interpretation and construction of
this Agreement, and all matters relating hereto, shall be
governed by the laws of the State of Delaware applicable to
agreements executed and to be performed solely within such State.
5. Entire Agreement. This Agreement and the other
documents referred to herein which form a part hereof, contain
the entire understanding of the parties hereto with respect to
the subject matter contained herein and therein. This Agreement
supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
6. Amendments. This Agreement may not be changed orally,
but only by an agreement in writing signed by Intel and the
Company.
7. Counterparts. This Agreement may be executed in
counterparts, each of which taken together shall constitute one
instrument.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
STANDARD MICROSYSTEMS CORPORATION
By: /s/Eric M. Nowling
Name: Eric M. Nowling
Title: Vice President - Controller
and Chief Accounting Officer
INTEL CORPORATION
By: /s/Ravi Jacob
Name: Ravi Jacob
Title: Assistant Treasurer
[SIGNATURE PAGE TO INTEL CORPORATION/STANDARD MICROSYSTEMS
CORPORATION SHARE PURCHASE AGREEMENT]
