SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 XIRCOM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 983922105 (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) February 28, 1997 (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 [ ]. 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 983922105 SC 13D Page 2 of 11 Pages 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 Working Capital 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 4,026,308 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 4,026,308 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 4,026,308 REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 16.7% (11) 14. TYPE OF REPORTING PERSON CO CUSIP No. 983922105 SC 13D Page 3 of 11 Pages Item 1. Security and Issuer. (a) Name and Address of Principal Executive Offices of Issuer: Xircom, Inc. 2300 Corporate Center Drive Thousand Oaks, California 91320 (b) Title and Class of Equity Securities: Common Stock 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) State of Incorporation: Delaware (c) 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. Item 3. Source and Amount of Funds or Other Funds for the purchase of the securities are derived from the Reporting Person's working capital. $52,278,313.88 was paid to acquire 2,516,405 shares of Common Stock of the Issuer. Additional amounts, which vary depending on the date of exercise, will be paid should the Reporting Person exercise the Warrant (as defined in Item 4). CUSIP No. 983922105 SC 13D Page 4 of 11 Pages Item 4. Purpose of the Transaction The Reporting Person acquired the Common Stock and the Warrant (as described in Item 5(c), below) 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 will work together to further advance mobile connectivity solutions for high performance business computing. In addition to the 2,516,405 shares of Common Stock of the Issuer acquired by the Reporting Person, the Reporting Person also acquired a warrant (the "Warrant") to purchase up to 1,509,903 shares of Common Stock of the Issuer. The shares of Common Stock subject to the Warrant are vested and immediately exercisable . The exercise price for the shares increases periodically throughout the time that the Warrant is in effect, pursuant to a schedule set forth in the Warrant. The Warrant expires on February 27, 2002. Item 5. Interests in Securities of the Issuer. (a) Number of Shares 4,026,308 shares* Beneficially Owned: Number of Shares 4,026,308 shares* Beneficially Owned: Percent of Class: 16.7%* (based upon 24,158,349 shares* of common stock outstanding, determined from representations made by the Issuer to the Reporting Person in connection with the closing under the Purchase Agreement (as defined below) (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 4,026,308 shares* Shared Power to Vote, Direct the Vote of, or Dispose of Shares: None (c) Recent Transactions: On February 28, 1997, pursuant to the terms of that certain Common Stock and Warrant Purchase Agreement dated as of January 13, 1997 (the "Purchase Agreement"), the Reporting Person purchased (I) 2,516,405 newly issued shares of Common Stock of the Issuer at a price per share of $20.775, and (ii) the Warrant to - ----------------------- * Includes the additional shares (up to 1,509,903) of Common Stock that the Reporting Person has a right to acquire pursuant to the Warrant (as defined and described in Item 4). Such shares are beneficially owned by the Reporting Person under Rule 13d-3 because the Reporting Person has a right to acquire such shares within the next 60 days. CUSIP No. 983922105 SC 13D Page 5 of 11 Pages purchase up to 1,509,903 shares of Common Stock. See the Purchase Agreement and the Warrant, each of which has been filed as an Exhibit hereto, for additional details. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the Investor Rights Agreement 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. The Purchase Agreement also contains certain restrictions on transfer of the Common Stock by the Reporting Person. See the Investor Rights Agreement, attached as an Exhibit hereto, for a further description of these provisions. Item 7. Material to Be Filed as Exhibits. Exhibit 1 Xircom, Inc. Common Stock and Warrant Purchase Agreement, of January 13, 1997, between Xircom, Inc. and Intel Corporation. Exhibit 2 Warrant to Purchase Shares of Common Stock of Xircom, Inc., dated February 28, 1997. Exhibit 3 Investor Rights Agreement, dated February 28, 1997, between Xircom, Inc. and Intel Corporation. Exhibit 4 Press Release of Xircom, Inc., dated January 16, 1997. Exhibit 5 Press Release of Xircom, Inc., dated March 3, 1997. CUSIP No. 983922105 SC 13D Page 6 of 11 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 March 7, 1997. INTEL CORPORATION /s/F. Thomas Dunlap, Jr. By: F. Thomas Dunlap, Jr. Vice President, General counsel and Secretary CUSIP No. 983922105 SC 13D Page 7 of 11 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. Name: Craig R. Barrett Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Executive Vice President and Chief Operating Occupation: Officer of Intel Corporation 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 on which employment is conducted: Name: Winston H. Chen Business Paramitas Foundation, 3945 Freedom Circle, Address: Suite 760, Santa Clara, CA 95054 Principal Chairman of Paramitas Foundation 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 on which employment is conducted: Name: Andrew S. Grove Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal President and Chief Executive Officer of Intel Occupation: Corporation 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 on which employment is conducted: CUSIP No. 983922105 SC 13D Page 8 of 11 Pages Name: D. James Guzy Business 295 North Bernardo, Mountain View, CA 94043 Address: Principal Chairman of The Arbor Company Occupation: Name, principal The Arbor Company, a limited partnership business and engaged in the electronics and computer address of industry. corporation or 295 North Bernardo other Mountain View, CA 94043 organization on which employment is conducted: Name: Gordon E. Moore Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Chairman of the Board of Intel Corporation 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 on which employment is conducted: Name: Max Palevsky Business 924 Westwood Boulevard, Suite 700, Los Angeles Address: CA 90024 Principal Industrialist Occupation: Name, principal Self-employed. business and address of corporation or other organization on which employment is conducted: Name: Arthur Rock Business One Maritime Plaza, Suite 1220, San Francisco, Address: CA 94111 Principal Venture Capitalist Occupation: Name, principal Arthur Rock and Company, a venture capital business and firm. address of One Maritime Plaza, Suite 1220 corporation or San Francisco, CA 94111 other organization on which employment is conducted: CUSIP No. 983922105 SC 13D Page 9 of 11 Pages Name: Jane E. Shaw Business c/o Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Founder of The Stable Network, a Occupation: biopharmaceutical consulting company Name, principal c/o Intel Corporation business and 2200 Mission College Boulevard address of Santa Clara, CA 95052 corporation or other organization on which employment is conducted: Name: Leslie L. Vadasz Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Senior Vice President, Director, Corporate Occupation: Business Development, Intel Corporation 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 on which employment is conducted: Name: David B. Yoffie Business Harvard Business School, Soldiers Field Park 1- Address: 411, Boston, MA 92163 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 Soldiers Field Park 1-411 other Boston, MA 92163 organization on which employment is conducted: Name: Charles E. Young Business 405 Hilgard Avenue, Los Angeles, CA 90024 Address: Principal Chancellor Occupation: Name, principal University of California at Los Angeles, an business and educational institution. address of 405 Hilgard Avenue corporation or Los Angeles, CA 90024 other organization on which employment is conducted: CUSIP No. 983922105 SC 13D Page 10 of 11 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, CA 95052-8119, which address is Intel Corporation's business address. All executive officers are United States citizens. Name: Frank C. Gill Title: Executive Vice President; General Manager, Internet and Communications Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124- 6497 Name: Paul S. Otellini Title: Executive Vice President; Director, Sales and Marketing Group Name: Gerhard H. Parker Title: Executive Vice President, General Manager, Technology and Manufacturing Group Name: Ronald J. Whittier Title: Senior Vice President; General Manager, Content Group Name: Albert Y. C. Yu Title: Senior Vice President; General Manager, Microprocessor Products Group Name: Michael A. Aymar Title: Vice President; General Manager, Desktop Products Group Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: G. Carl Everett, Jr. Title: Senior Vice President, General Manager, Desktop Products Group Name: F. Thomas Dunlap, Jr. Title: Vice President, General Counsel and Secretary Name: Patrick P. Gelsinger Title: Vice President, General Manager, Desktop Products Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124- 6497 Name: John H. F. Miner Title: Vice President, General Manager, Enterprise Server Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124- 6497 Name: Stephen P. Nachtsheim Title: Vice President; General Manager, Mobile/Handheld Products Group Name: Ronald J. Smith Title: Vice President, General Manager, Computing Enhancement Group CUSIP No. 983922105 SC 13D Page 11 of 11 Pages EXHIBIT INDEX Sequentially Numbered Exhibit No. Document Page Exhibit 1 Xircom, Inc. Common Stock and 1.1 Warrant Purchase Agreement, of January 13, 1997, between Xircom, Inc. and Intel Corporation. Exhibit 2 Warrant to Purchase Shares of Common 2.1 Stock of Xircom, Inc., dated February 28, 1997. Exhibit 3 Investor Rights Agreement, dated 3.1 February 28, 1997, between Xircom, Inc. and Intel Corporation. Exhibit 4 Press Release of Xircom, Inc., dated 4.1 January 16, 1997. Exhibit 5 Press Release of Xircom, Inc., dated 5.1 March 3, 1997.