SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (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. 4) VTEL CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 918333-10-5 (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) August 7, 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 10 CUSIP No. 918333-10-5 13D/A Page 2 of 10 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** 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 NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 0.00% (11) 14. TYPE OF REPORTING PERSON CO **SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 918333-10-5 13D/A Page 3 of 10 This Amendment No. 4 amends and supplements Items 1 and 5 of the statement on Schedule 13D (the "13D"), and the cover page thereto, filed November 2, 1993 (the "13D"), as amended by Amendment No. 1 filed on September 22, 1995, Amendment No. 2 filed on February 1, 1996, and Amendment No. 3 filed on May 23, 1997 by Intel Corporation (the "Reporting Person"), with respect to the common stock (the "Common Stock") of VTEL Corporation ("VTEL" or the "Issuer"). This Amendment No. 4 is made to report the sale of all of Intel's shares of VTEL 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 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. CUSIP No. 918333-10-5 13D/A Page 4 of 10 ITEM 5. Interest in Securities of the Issuer. (a) Number of Shares 0 shares Beneficially Owned: Right to Acquire: 0 shares Percent of Class: 0.00% (b) Sole Power to vote, Direct 0 shares the Vote of, or Dispose of Shares: (c) Recent Transactions: On or about July 23, 2001 the Reporting person sold 28,047 shares of Common Stock in an open market transaction at $1.12 per share; On or about July 24, 2001 the Reporting person sold 30,000 shares of Common Stock in an open market transaction at $1.0633 per share; On or about July 25, 2001 the Reporting person sold 60,000 shares of Common Stock in an open market transaction at $1.00 per share; On or about July 26, 2001 the Reporting person sold 20,000 shares of Common Stock in an open market transaction at $1.00 per share; On or about July 27, 2001 the Reporting person sold 13,000 shares of Common Stock in an open market transaction at $1.00 per share; On or about July 30, 2001 the Reporting person sold 25,000 shares of Common Stock in an open market transaction at $1.00 per share; On or about July 31, 2001 the Reporting person sold 20,000 shares of Common Stock in an open market transaction at $1.00 per share; On or about August 1, 2001 the Reporting person sold 20,000 shares of Common Stock in an open market transaction at $1.00 per share. On or about August 2, 2001 the Reporting person sold 10,000 shares of Common Stock in an open market transaction at $1.00 per share. On or about August 3, 2001 the Reporting person sold 15,000 shares of Common Stock in an open market transaction at $1.00 per share. On or about August 6, 2001 the Reporting person sold 25,000 shares of Common Stock in an open market transaction at $0.97 per share. On or about August 7, 2001 the Reporting person sold 10,000 shares of Common Stock in an open market transaction at $0.96 per share. On or about August 8, 2001 the Reporting person sold 70,000 shares of Common Stock in an open market transaction at $0.9179 per share. On or about August 10, 2001 the Reporting person sold 10,000 shares of Common Stock in an open market transaction at $0.90 per share. On or about August 13, 2001 the Reporting person sold 1,156,854 shares of Common Stock in an open market transaction at $0.90 per share. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: August 13, 2001 CUSIP No. 918333-10-5 13D/A Page 5 of 10 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: August 21, 2001. INTEL CORPORATION By: /s/ F. Thomas Dunlap, Jr. F. Thomas Dunlap, Jr. Senior Vice President, General Counsel and Secretary CUSIP No. 918333-10-5 13D/A Page 6 of 10 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. 918333-10-5 Schedule 13D/A Page 7 of 10 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. 918333-10-5 Schedule 13D/A Page 8 of 10 Pages Name: Reed E. Hundt Business Charles Ross Partners LLC, 1909 K Street NW, Address: Suite 820, Washington, DC 20006 Principal Principal Partner Occupation: Name, principal Charles Ross Partners LLC, a law firm. business and 1909 K Street NW, Suite 820 address of Washington, DC 20006 corporation or 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. 918333-10-5 Schedule 13D/A Page 9 of 10 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. 918333-10-5 Schedule 13D/A Page 10 of 10 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