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 #3) 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, 1998 (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(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(b) for other parties to whom copies are to be sent. 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. CUSIP No. 719153-10-8 13D/A Page 2 of 9 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 1,539,350 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,539,350 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,539,350 REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 8.8% (11) 14. TYPE OF REPORTING PERSON CO CUSIP No. 719153-10-8 13D/A Page 3 of 9 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 9 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 became a 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, 1998 , an additional 214,793 shares will vest under the Warrant, giving the Reporting Person the vested right to acquire a total of 644,379 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: 1,539,350 shares (of which 644,379 shares are issuable upon exercise of the Warrant by the Reporting Person)* Percent of Class: 8.8 % (based upon 17,523,379 shares of common stock outstanding, as reported by the Issuer in its Form 10-Q for the quarter ended June 30, 1998 , and assuming the issuance of 644,379 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: 1,539,350 shares* (c) Recent Transactions: On December 15, 1998, an additional 214,793 shares will vest under the Warrant, giving the Reporting Person the vested right to acquire a total of 644,379 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: [FN] *Does not include 429,586 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 9 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, 1998. 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 9 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 noted below. Name: Craig R. Barrett Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal President and Chief Executive Officer of Occupation: Intel Corporation Name, principal business and address of Intel Corporation, a manufacturer of corporation or microcomputer components, modules and other organization systems. on which employment 2200 Mission College Boulevard is conducted: Santa Clara, CA 95052 Name: John Browne Business Address: Britannic House, 1 Finsbury Circus, London EC2M 7BA Principal Occupation: Group Chief Executive Name, principal business and address of corporation or The British Petroleum Company p.l.c., an other organization integrated oil company. on which employment Britannic House, 1 Finsbury Circus, is conducted: London EC2M 7BA Citizenship: British Name: Winston H. Chen Business Address: 3945 Freedom Circle, Suite 760, Santa Clara, CA 95054 Principal Occupation: Chairman of Paramitas Foundation Name, principal business and address of corporation or Paramitas Foundation, a charitable other organization foundation. on which employment 3945 Freedom Circle, Suite 760 is conducted: Santa Clara, CA 95054 CUSIP No. 719153-10-8 13D/A Page 7 of 9 Name: Andrew S. Grove Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Chairman of the Board of Directors of Intel Occupation: Corporation Name, principal business and address of Intel Corporation, a manufacturer of corporation or microcomputer components, modules and other organization systems. on which employment 2200 Mission College Boulevard is conducted: Santa Clara, CA 95052 Name: D. James Guzy Business Address: 1340 Arbor Rd. Menlo Park, CA 94025 Principal Occupation: Chairman of The Arbor Company Name, principal business and address of The Arbor Company, a limited partnership corporation or engaged in the electronics and computer other organization industry. on which employment 1340 Arbor Rd. is conducted: Menlo Park, CA 94025 Name: Gordon E. Moore Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Chairman Emeritus of the Board of Intel Occupation: Corporation Name, principal business and address of Intel Corporation, a manufacturer of corporation or microcomputer components, modules and other organization systems. on which employment 2200 Mission College Boulevard is conducted: Santa Clara, CA 95052 Name: Arthur Rock One Maritime Plaza, Suite 1220, San Business Address: Francisco, CA 94111 Principal Occupation: Venture Capitalist Name, principal business and address of corporation or Arthur Rock and Company, a venture capital other organization firm. on which employment One Maritime Plaza, Suite 1220 is conducted: San Francisco, CA 94111 CUSIP No. 719153-10-8 13D/A Page 8 of 9 Name: Jane E. Shaw Business Address: 1310 Orleans Drive, Sunnyvale, CA 94089 Principal Occupation: Chairman and Chief Executive Officer Name, principal business and address of corporation or AeroGen, Inc., a private company other organization specializing in controlled delivery of drugs on which employment to the lungs. is conducted: 1310 Orleans Drive, Sunnyvale, CA 94089 Name: Leslie L. Vadasz 2200 Mission College Boulevard, Santa Clara, Business Address: CA 95052 Principal Senior Vice President, Director, Corporate Occupation: Business Development, Intel Corporation Name, principal business and address of Intel Corporation, a manufacturer of corporation or microcomputer components, modules and other organization systems. on which employment 2200 Mission College Boulevard is conducted: Santa Clara, CA 95052 Name: David B. Yoffie Harvard Business School, Soldiers Field Park Business Address: 1-411, Boston, MA 92163 Principal Max and Doris Starr, Professor of Occupation: International Business Administration Name, principal business and address of Harvard Business School, an educational corporation or institution. other organization Harvard Business School on which employment Soldiers Field Park 1-411 is conducted: Boston, MA 92163 Name: Charles E. Young Business Address: 10920 Wilshire Boulevard, Suite 1835, Los Angeles, CA 90024 Principal Occupation: Chancellor Emeritus Name, principal business and address of corporation or University of California at Los Angeles, an other organization educational institution. on which employment 10920 Wilshire Boulevard, Suite 1835 is conducted: Los Angeles, CA 90024 CUSIP No. 719153-10-8 13D/A Page 9 of 9 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 95952-8119, which address is Intel Corporation's business address. All executive officers are United States citizens. Name: Paul S. Otellini Title: Executive Vice President, Director, Intel Architecture Business Group Name: Gerhard H. Parker Title: Executive Vice President, General Manager, New Business Group Name: Albert Y. C. Yu Title: Senior Vice President, General Manager, Microprocessor Products Group Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: F. Thomas Dunlap, Jr. Title: Vice President, General Counsel and Secretary Name: Sean M. Maloney Title: Vice President, Director, Sales and Marketing Group Name: Arvind Sodhani Title: Vice President, Treasurer Name: Michael R. Splinter Title: Vice President, General Manager, Technology and Manufacturing Group