SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment #2) PHOENIX TECHNOLOGIES LTD. (Name of Issuer) Common Stock (Title of Class of Securities) 719153-10-8 (CUSIP Number) F. Thomas Dunlap 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, 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 [ ]. 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 1 of 11 CUSIP No. 719153-10-8 13D/A Page 2 of 11 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 1,324,557 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,324,557 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,324,557 REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ x ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7.6% (11) 14. TYPE OF REPORTING PERSON CO CUSIP No. 719153-10-8 13D/A Page 3 of 11 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, as previously amended, 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) 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) 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 CUSIP No. 719153-10-8 13D/A Page 4 of 11 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, 1997, an additional 214,793 shares will vest under the Warrant, giving the Reporting Person the vested right to acquire a total of 429,586 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. ITEM 5. Interest in Securities of the Issuer. (a) Number of Shares Beneficially Owned: 1,324,557 shares (of which 429,586 shares are issuable upon exercise of the Warrant by the Reporting Person)* Percent of Class: 7.6% (based upon 16,942,314 shares of common stock outstanding, as reported by the Issuer in its Form 10-Q for the quarter ended June 30, 1997, and assuming the issuance of 429,586 shares of common stock to the Reporting Person pursuant to the Warrant)* (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 1,324,557 shares* (c) Recent Transactions: On December 15, 1997, an additional 214,793 shares will vest under the Warrant, giving the Reporting Person the vested right to acquire a total of 429,586 shares of Common Stock of the Issuer pursuant to the Warrant. (d) Rights with Respect to Dividends or Sales N/A Proceeds: (e) Date of Cessation of Five Percent Beneficial N/A Ownership: *Does not include 644,379 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. CUSIP No. 719153-10-8 13D/A Page 5 of 11 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 15, 1997. INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary CUSIP No. 719153-10-8 13D/A Page 6 of 11 APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director: Name: Craig R. Barrett Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal President and Chief Operating 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 in which employment is conducted: Name: John Browne Business The British Petroleum Company plc, Britannic Address: House, 1 Finsbury Circus, London EC2M 7BA Principal Group Chief Executive Occupation: Name, principal The British Petroleum Company plc, an business and integrated oil company. address of Britannic House, 1 Finsbury Circus corporation or London EC2M 7BA other organization in which employment is conducted: CUSIP No. 719153-10-8 13D/A Page 7 of 11 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 in which employment is conducted: Name: Andrew S. Grove Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Chairman of the Board of Directors and Chief Occupation: Executive 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 in which employment is conducted: Name: D. James Guzy Business 1340 Arbor Road, Menlo Park, CA 94025 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 1340 Arbor Road other Menlo Park, CA 94025 organization in which employment is conducted: CUSIP No. 719153-10-8 13D/A Page 8 of 11 Name: Gordon E. Moore Business 2200 Mission College Boulevard, Santa Clara, Address: CA 95052 Principal Chairman Emeritus of the Board 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 in 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 in which employment is conducted: 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 in which employment is conducted: CUSIP No. 719153-10-8 13D/A Page 9 of 11 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 in 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 in which employment is conducted: Name: Charles E. Young Business 405 Hilgard Avenue, Los Angeles, CA 90024 Address: Principal Chancellor Emeritus 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 in which employment is conducted: CUSIP No. 719153-10-8 13D/A Page 10 of 11 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: 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: Dennis L. Carter Title: Vice President, Director, Sales and Marketing 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 CUSIP No. 719153-10-8 13D/A Page 11 of 11 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 Name: Arvind Sodhani Title: Vice President, Treasurer Name: Michael R. Splinter Title: Vice President, Assistant General Manager, Technology and Manufacturing Group