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 No. 2)* STYLECLICK, INC. ------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value ------------------------- (Title of Class of Securities) 864221 10 2 ------------------------- (CUSIP Number) F. Thomas Dunlap Senior 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) April 26, 2001 ------------------------- (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 that 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 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 1 of 12 Pages CUSIP No. 864221 10 2 Schedule 13D/A Page 2 of 12 Pages 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)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS** 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: 991,208 NUMBER OF SHARES 8. SHARED VOTING POWER: N/A BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 991,208 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 991,208 REPORTING PERSON: 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 10.27% (11): 14. TYPE OF REPORTING PERSON: CO **SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 864221 10 2 Schedule 13D/A Page 3 of 12 Pages This Amendment No. 2 amends and supplements Items 1, 4, and 5 of the statement on Schedule 13D (the "13D"), and the cover page thereto, filed April 19, 1999 and amended February 3, 2000 by Intel Corporation (the "Reporting Person"), with respect to its beneficial ownership of common stock issued my ModaCAD, Inc., a California corporation, which changed its legal name to Styleclick.com, Inc. in July 1999 and was subsequently acquired by Styleclick, Inc. in July, 2000 (the "Issuer"). Specifically, this Amendment No. 2 contains information relating to certain sales of Issuers stock by the Reporting Person and the resulting decrease in beneficial ownership. ITEM 1. Security and Issuer. (a) Name and Address of Principal Executive Offices of Issuer: Styleclick.com Inc. 3861 Sepulveda Blvd. Culver City, CA 90230 (b) Title of Class of Equity Securities: Common Stock ITEM 2. Identity and Background. (a) Name of Person Filing: Intel Corporation (the "Reporting Person") (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 CUSIP No. 864221 10 2 Schedule 13D/A Page 4 of 12 Pages 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 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 4. Purpose of the Transaction. On November 12, 1997, the Reporting Person and Issuer entered into a Development Agreement (the "Development Agreement"), pursuant to which Issuer agreed to pay Reporting Person a stream of future royalties. The Reporting Person subsequently agreed to terminate the future royalty obligations under the Development Agreement in consideration of the Issuer granting to the Reporting Person a certain number of shares and warrants to purchase Common stock of the Issuer. Pursuant to a Stock and Warrant Purchase and Investors Rights Agreement, dated April 7, 1999, between the Reporting Person and the Issuer (the "Purchase Agreement"), the Reporting Person purchased from the Issuer Four Hundred Fifty-Five Thousand Two Hundred Eighteen (455,218) shares of Issuer's Common Stock (the "Shares") at an agreed upon aggregate value of Five Million Dollars ($5,000,000). In addition, the Issuer issued to the Reporting Person three warrant (each as "Warrant" and collectively, the "Warrants") to purchase up to an aggregate of Five Hundred Thirty- Eight Thousand Six Hundred Seventy-Four (538,674) shares of Issuer's Common Stock (the "Warrant Shares"). A copy of the Purchase Agreement was filed as Exhibit 1 to the original 13D and is incorporated by the reference. The first Warrant is a 5-year warrant to acquire One Hundred Fifty-Nine Thousand Three Hundred Twenty-Six (159,326) shares of Issuer's Common Stock at an exercise price of Ten Dollars and Ninety-Eight Cents ($10.98) per share. The second Warrant is a 1-year warrant to acquire One Hundred Eighty-Nine Thousand Six Hundred Seventy-Four (189,674) shares of Issuer's Common Stock at an exercise price of Thirteen Dollars and Eighteen Cents ($13.18) per share. The third warrant is a 15-month warrant to acquire One Hundred Eighty-Nine Thousand Six Hundred Seventy-Four (189,674) shares of Issuer's Common Stock at an exercise price of Thirteen Dollars and Eighteen Cents ($13.18) per share. All the Warrants are currently exercisable. CUSIP No. 864221 10 2 Schedule 13D/A Page 5 of 12 Pages Prior to the transactions described in this Item 4 above, the Reporting Person owned a currently exercisable warrant, dated November 13, 1997, to acquire One Hundred Twenty-Six Thousand Three Hundred Sixteen (126,316) shares of the Issuer's Common Stock at an exercise price of Nineteen Dollars ($19.00) per share (the "1997 Warrant"). On January 24, 2000, Issuer and USANi Sub LLC ("Parent"), a wholly owned subsidiary of USA Networks, Inc., entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby, upon obtaining requisite shareholder approval and the satisfaction of certain other preconditions, Issuer will become an indirect subsidiary of the Parent (the "Merger"). Upon consummation of the Merger, the current shareholders of Issuer's outstanding Common Stock received on a one for one basis, the right to receive one share of common stock of Styleclick, Inc., a newly formed Delaware corporation and a direct subsidiary of Parent. Also, on January 24, 2000, Issuer, Parent and Reporting Person executed a Voting Agreement in support of the Merger. At the time, Parent and Issuer also entered into similar voting agreements with certain other shareholders of the Issuer. Reporting Person, however, expressly disclaims the existence of any group within the meaning of Section 13(d)(3) of the Act based upon the voting agreements executed in anticipation of the merger or as the result of any other agreement between Issuer and the Reporting Person or any agreement relating to the Common Stock of the Issuer. These voting obligations terminated upon the consummation of the Merger Agreement. ITEM 5. Interest in Securities of the Issuer. The information contained in Item 4 is incorporated herein by this reference. (a) Number of Shares Beneficially Owned: 991,208 (of which the Reporting Person holds 231,700 common shares and 664,989 shares that are issuable upon exercise of vested Warrants held by the Reporting Person as described in Item 4 above). Percent of Class: 10.27% (based upon 8,980,124 shares outstanding at April 2, 2001, as reported by the Issuer in its Form 10-Q for the quarter ended March 31, 2001, and assuming the issuance of 664,989 shares of Common Stock to the Reporting Person pursuant to the Warrants described in Item 4 above). (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 991,208 CUSIP No. 864221 10 2 Schedule 13D/A Page 6 of 12 Pages (c) Recent Transactions: On or about March 13, 2001 the Reporting person sold 10,000 shares of Common Stock in an open market transaction at $1.75 per share; On or about March 14, 2001 the Reporting person sold 15,000 shares of Common Stock in an open market transaction at $1.3438 per share; On or about March 15, 2001 the Reporting person sold 14,000 shares of Common Stock in an open market transaction at $1.3125 per share; On or about March 16, 2001 the Reporting person sold 20,000 shares of Common Stock in an open market transaction at $1.3125 per share; On or about March 19, 2001 the Reporting person sold 10,000 shares of Common Stock in an open market transaction at $1.3438 per share; On or about March 20, 2001 the Reporting person sold 10,000 shares of Common Stock in an open market transaction at $1.125 per share; On or about April 26, 2001 the Reporting person sold 50,000 shares of Common Stock in an open market transaction at $0.96 per share. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A CUSIP No. 864221 10 2 Schedule 13D/A Page 7 of 12 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. Dated as of May 1, 2001 INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. ------------------------ F. Thomas Dunlap, Jr. Senior Vice President, General Counsel and Secretary CUSIP No. 864221 10 2 Schedule 13D/A Page 8 of 12 Pages 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 Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, 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 BP Amoco p.l.c., an integrated oil company. business and Britannic House, 1 Finsbury Circus address of London EC2M 7BA corporation or other organization in which employment is conducted: Citizenship: British CUSIP No. 864221 10 2 Schedule 13D/A Page 9 of 12 Pages 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 Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, 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 The Arbor Company, 1340 Arbor Road, Menlo Address: Park, CA 94025 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: CUSIP No. 864221 10 2 Schedule 13D/A Page 10 of 12 Pages Name: Gordon E. Moore Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, 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 The Charles Schwab Corporation, 101 Montgomery Address: Street, San Francisco, CA 94104 Principal President and Co-Chief Executive Officer Occupation: Name, principal The Charles Schwab Corporation, a financial business and services provider address of 101 Montgomery Street corporation or San Francisco, CA 94104 other organization in which employment is conducted: Name: Jane E. Shaw Business AeroGen, Inc., 1310 Orleans Drive, Sunnyvale, Address: CA 94089 Principal Chairman and Chief Executive Officer Occupation: Name, principal AeroGen, Inc., a pulmonary drug delivery business and company address of 1310 Orleans Drive corporation or Sunnyvale, CA 94089 other organization in which employment is conducted: CUSIP No. 864221 10 2 Schedule 13D/A Page 11 of 12 Pages Name: Leslie L. Vadasz Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, 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 Morgan Hall 215,Soldiers Field Park Road corporation or Boston, MA 02163 other organization in which employment is conducted: Name: Charles E. Young Business University of Florida, 226 Tigert Hall, P.O. Address: Box 113150, Gainesville, FL 32610 Principal President of the University of Florida Occupation: Name, principal University of Florida business and 226 Tigert Hall address of P.O. Box 113150 corporation or Gainesville, FL 32610 other organization in which employment is conducted: CUSIP No. 864221 10 2 Schedule 13D/A Page 12 of 12 Pages 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: Andy D. Bryant Title: Executive Vice President, Chief Financial and Enterprise Services Officer Name: Sean M. Maloney Title: Executive Vice President; General Manager, Intel Communications Group Name: Paul S. Otellini Title: Executive Vice President; General Manager, Intel Architecture Business Group Name: Michael R. Splinter Title: Executive Vice President; General Manager, Sales and Marketing Group Name: F. Thomas Dunlap, Jr. Title: Senior Vice President, General Counsel and Secretary Name: Robert J. Baker Title: Vice President; Co-General Manager, Technology and Manufacturing Group Name: Arvind Sodhani Title: Vice President, Treasurer