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. 2)* STANDARD MICROSYSTEMS CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 853626-10-9 (CUSIP Number) F. Thomas Dunlap, Jr. Senior Vice President and General Counsel 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) December 23, 2003 (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 [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 (however, see the Notes). Page 1 of 12 CUSIP No. 853626-10-9 13D Page 2 of 12 1. NAME OF REPORTING PERSON: INTEL CORPORATION I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 94-1672743 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [] (b) [] 3. SEC USE ONLY 4. SOURCE OF FUNDS** N/A 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: 1,028,337 NUMBER OF SHARES 8. SHARED VOTING POWER: N/A BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 1,028,337 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,028,337 REPORTING PERSON: 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 6.1% (11): 14. TYPE OF REPORTING PERSON** CO **SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 853626-10-9 13D Page 3 of 12 This Amendment No. 2 amends and supplements the statement on Schedule 13D and the cover page thereto filed on March 22, 2000 by Intel Corporation (the "Reporting Person"), as amended to date, with respect to its beneficial ownership of common stock and warrants issued by Standard Microsystems Corporation (the "Common Stock"), 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 securities laws or finding any violation with respect to such laws. CUSIP No. 853626-10-9 13D Page 4 of 12 (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: N/A (b) Amount of Funds: N/A ITEM 4. Purpose of the Transaction. No change 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: 1,028,337 Percent of Class: 6.1% (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 1,028,337 (c) Recent Transactions: Effective December 23, 2003, the Reporting Person donated 514,169 shares of Common Stock to the Intel Foundation at an average price of $26.40 per share. The transaction was effected through a transfer of the Common Stock from the Reporting Person's Depository Trust Company account to Intel Foundation's Depository Trust Company account with notification received by the Issuer's transfer agent, American Stock Transfer and Trust Company, in New York City, New York. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A CUSIP No. 853626-10-9 13D Page 5 of 12 ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change ITEM 7. Material to be Filed as Exhibits. N/A CUSIP No. 853626-10-9 13D Page 6 of 12 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 December 23, 2003. INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. F. Thomas Dunlap, Jr. Senior Vice President and General Counsel CUSIP No. 853626-10-9 13D Page 7 of 12 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 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 p.l.c., Britannic House, 1 Finsbury Circus, Address: London EC2M 7BA Principal Group Chief Executive Occupation: Name, principal BP 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. 853626-10-9 13D Page 8 of 12 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 private 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. 853626-10-9 13D Page 9 of 12 Name: Reed E. Hundt Business McKinsey & Company, 600 14th Street NW, #300, Address: Washington, DC 20005 Principal Senior Advisor Occupation: Name, principal McKinsey & Company, a management consulting business and firm. address of 600 14th Street NW, #300 corporation or Washington, DC 20005 other organization in which employment is conducted: Name: Paul S. Otellini Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal President and Chief Operating 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: David S. Pottruck Business The Charles Schwab Corporation, 101 Montgomery Address: Street, San Francisco, CA 94104 Principal President and Chief Executive Officer Occupation: Name, principal The Charles Schwab Corporation, a securities business and brokerage firm. address of 101 Montgomery Street corporation or San Francisco, CA 94104 other organization in which employment is conducted: CUSIP No. 853626-10-9 13D Page 10 of 12 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: Name: John L. Thornton Business 375 Park Avenue, Suite 1002, New York, NY Address: 10152 Principal Professor and Director of Global Leadership Occupation: Name, principal 375 Park Avenue, Suite 1002 business and New York, NY 10152 address of corporation or 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: CUSIP No. 853626-10-9 13D Page 11 of 12 Name: Charles E. Young Business University of Florida, 226 Tigert Hall, P.O. Address: Box 113150, Gainesville, FL 32610 Principal President Occupation: Name, principal University of Florida, an educational business and institution. address of 226 Tigert Hall corporation or P.O. Box 113150 other Gainesville, FL 32610 organization in which employment is conducted: CUSIP No. 853626-10-9 13D Page 12 of 12 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 Citizenship: British Name: Robert J. Baker Title: Senior Vice President; General Manager, Technology and Manufacturing Group Name: Sunlin Chou Title: Senior Vice President; General Manager, Technology and Manufacturing Group Name: F. Thomas Dunlap, Jr. Title: Senior Vice President; General Counsel Name: Ronald J. Smith Title: Senior Vice President; General Manager, Wireless Communications and Computing Group Name: Jason Chun Shen Chen Title: Vice President; Director, Sales and Marketing Group Name: John H. F. Miner Title: Vice President; President, Intel Capital Name: Arvind Sodhani Title: Vice President; Treasurer