Hey Mike,
Those stupid investors......like um INTEL (ya know, that little company that makes some kind of newfangled chips or something) grabbing up shares of PTEC like they're goin' outta style. Intel always sinks in millions into crappy going nowhere companies right?....check this out...WHAM
I especially like the part that says:
"The shares and 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 will become a principal supplier of certain system-level
software for certain products of the Reporting Person" i.e. INTC and PTEC are in bed...and I think we'll be having a very healthy baby if you have a little patience....Hey Mike, Mark...cover them shorts boys!!
CITY: SANTA CLARA
STATE: CA
ZIP: 95052-8119
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment #1)
PHOENIX TECHNOLOGIES LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
719153-10-8
(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 15, 1996
(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(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.
<PAGE> 2
1. NAME OF REPORTING PERSON Intel
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE Corporation
PERSON 94-1672743
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 ITEM2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7. SOLE VOTING POWER 1,109,764
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,109,764
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,109,764
. REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
. EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT INROW 7/2%
. (11)
14 TYPE OF REPORTING PERSON CO
.
<PAGE> 3
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, 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)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)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 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 will become a principal 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, 1996, the Reporting
Person will have the right to acquire 214,793 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.
<PAGE> 4
Item 5. Interests in Securities of the Issuer.
(a)Number of Shares Beneficially Owned: 1,109,764 shares
(of which 214,793 shares are issuable upon exercise of
the Warrant by the Reporting Person)*
Percent of Class: 7.2% (based upon 15,369,352 shares
of common stock outstanding, as reported by the Issuer
in its Form 10-Q for the quarter ended June 30, 1996)*
(b)Sole Power to Vote, Direct the Vote of, or Dispose of
Shares: 1,109,764 shares*
(c)Recent Transactions:
On December 15, 1996, the Reporting Person will have
the right to acquire an additional 214,793 shares of
Common Stock of the Issuer pursuant to the Warrant.
(d)Rights with Respect to Dividends or Sales Proceeds: N/A
(e)Date of Cessation of Five Percent Beneficial Ownership:
N/A
________________________
*Does not include 859,172 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.
<PAGE> 5
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 28, 1996.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary |
