SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION STATEMENT FILED PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) -------------------------------------- XIRCOM, INC. -------------------------------------- (Name of Issuer) Common Stock (Par Value $.001) -------------------------------------- (Title of Class of Securities) 983922 10 5 -------------------------------------- (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 17, 1999 -------------------------------------- (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 [ ]. 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. Page 1 of 17 Pages The Exhibit Index is on Page 14 CUSIP No. 983922 10 5 Schedule 13D Page 2 of 17 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 2,516,405 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 2,516,405 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 2,516,405 REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 10.5% (11) 14. TYPE OF REPORTING PERSON CO CUSIP No. 983922 10 5 Schedule 13D Page 3 of 17 Item 2. Identity and Background (a) Name of Person Intel Corporation Filing: The executive officers and directors of Intel Corporation are set forth on Appendix A hereto. (b) State of Delaware Incorporation: (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 Consideration On February 28, 1997 the Reporting Person paid $52,278,313.88 to acquire 2,516,405 shares of Common Stock, $0.001 par value, of the Issuer (the "Common Stock"). In addition, the Reporting Person acquired a warrant (the "Warrant") to purchase up to 1,509,903 shares of Common Stock. Funds for the purchase of the securities were derived from the Reporting Person's working capital. CUSIP No. 983922 10 5 Schedule 13D Page 4 of 17 On February 17, 1999, pursuant to the terms of the Warrant, the Reporting Person "net exercised" the Warrant. Under the net exercise, the Issuer retained 995,589 of the shares of Common Stock that the Reporting Person had the right to acquire under the Warrant in payment of the aggregate Warrant exercise price of $40,782,480 ($27.01 per share). The Reporting Person acquired 514,314 shares of Common Stock as a result of the net exercise of the Warrant. See Item 5(c) below for further details regarding the net exercise. Item 4. Purpose of the Transaction The Reporting Person acquired the Common Stock and the Warrant 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. As more fully described in Item 3 above and Item 5(c) below, on February 17, 1999, the Reporting Person net exercised the Warrant, and then immediately sold the 514,314 shares thereby acquired back to the Issuer to realize a gain on its investment. The Reporting Person presently holds its shares of Common Stock of the Issuer as an investment. Depending upon the Reporting Person's evaluation of market conditions, market price, alternative investment opportunities, liquidity needs and other factors, the Reporting Person will from time to time explore opportunities for liquidating all or a portion of the shares, through one or more sales pursuant to public or private offerings or otherwise. The Reporting Person may determine to retain some portion of the shares as an investment. Item 5. Interests in Securities of the Issuer. (a) Number of Shares Beneficially 2,516,405 shares Owned: Number of Shares Beneficially 2,516,405 shares Owned: Percent of Class: 10.5% (based upon 23,930,115 shares of common stock outstanding as reported on the Company's most recent 10Q). (b) Sole Power to Vote, Direct the Vote of, or Dispose of 2,516,405 shares Shares: CUSIP No. 983922 10 5 Schedule 13D Page 5 of 17 Shared Power to Vote, Direct the Vote of, or Dispose of Shares: None (c) Recent Transactions: On February 17, 1999 the Reporting Person elected to net exercise the Warrant, surrendering 995,589 shares of Common Stock valued at $40.96 per share (the average closing price as quoted by Reuters for the ten (10) trading days immediately preceding the transaction) in payment of the exercise price of the Warrant, and acquiring 514,314 shares of Common Stock. The Issuer then immediately repurchased the 514,314 shares from the Reporting Person at a price of $38.45 per share (the average closing price as quoted by Reuters for the five (5) trading days immediately preceding the transaction, less a discount of $0.50 per share). The Issuer will pay the purchase price for these shares to the Reporting Person on February 23, 1999. (d) Rights with Respect to Dividends or Sales N/A Proceeds: (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. CUSIP No. 983922 10 5 Schedule 13D Page 6 of 17 Pursuant to a Letter Agreement dated February 17, 1999, attached as an Exhibit hereto, the definition of "Market Price" as set forth in the Warrant (used to determine the number of shares surrendered in payment of the exercise price of the Warrant upon a net exercise) was modified to mean, as to a share of Common Stock, the average closing price as quoted by Reuters for the ten (10) trading days immediately preceding February 17, 1999. The Letter Agreement further set out the terms upon which the Company would repurchase the remaining shares resulting from the net exercise of the Warrant (as fully described in Item 5(c) above). 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. Exhibit 6 Letter Agreement, dated February 17, 1999, between Xircom, Inc. and Intel Corporation. Exhibit 7 Press Release of Xircom, Inc. dated February 18, 1999 - ------------ *Previously Filed CUSIP No. 983922 10 5 Schedule 13D Page 7 of 17 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 February 19, 1999 INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. ------------------------- F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary CUSIP No. 983922 10 5 Schedule 13D Page 8 of 17 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 Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: President and Chief Executive Officer Name, principal Intel Corporation, a manufacturer of business and address microcomputer components, modules and of corporation or systems. other organization in 2200 Mission College Boulevard which employment is Santa Clara, CA 95052 conducted: Name: John Browne Business Address: BP Amoco p.l.c., Britannic House, 1 Finsbury Circus, London EC2M 7BA Principal Occupation: Group Chief Executive Name, principal BP Amoco p.l.c., an integrated oil business and address company. of corporation or Britannic House, 1 Finsbury Circus other organization in London EC2M 7BA which employment is conducted: Citizenship: British CUSIP No. 983922 10 5 Schedule 13D Page 9 of 17 Name: Winston H. Chen Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa Clara, CA 95054 Principal Occupation: Chairman Name, principal Paramitas Foundation, a charitable business and address foundation. of corporation or 3945 Freedom Circle, Suite 760 other organization in Santa Clara, CA 95054 which employment is conducted: As of January 15, 1999, Mr. Chen owned a total of 9,000 shares of Xircom, Inc. Common Stock, which he acquired more than 60 days prior to the date of this filing. The source of the funds used to purchase the shares was from his personal assets. On January 15, 1999, Mr. Chen sold 3,000 shares at $39.78 per share; on January 22, 1999, he sold 3,000 shares at $41.32 per share; and on February 2, 1999, he sold 3,000 shares at $44.87 per share. The shares were all sold in open market transactions. As of February 19, 1999, Mr. Chen holds a total of 1,000 shares (comprising less than 1% of the outstanding shares), which he acquired in an open market transaction on October 19, 1998 at a purchase price of $20.88 per share, and as to which he has sole power to vote or direct the vote and dispose or direct the disposition. The shares were purchased and sold for investment purposes. Name: Andrew S. Grove Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Chairman of the Board of Directors Name, principal Intel Corporation, a manufacturer of business and address microcomputer components, modules and of corporation or systems. other organization in 2200 Mission College Boulevard which employment is Santa Clara, CA 95052 conducted: CUSIP No. 983922 10 5 Schedule 13D Page 10 of 17 Name: D. James Guzy Business Address: 1340 Arbor Road, Menlo Park, CA 94025 Principal Occupation: Chairman Name, principal The Arbor Company, a limited partnership business and address engaged in the electronics and computer of corporation or industry. other organization in 1340 Arbor Road which employment is Menlo Park, CA 94025 conducted: Name: Gordon E. Moore Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Chairman Emeritus of the Board of Directors Name, principal Intel Corporation, a manufacturer of business and address microcomputer components, modules and of corporation or systems. other organization in 2200 Mission College Boulevard which employment is Santa Clara, CA 95052 conducted: Name: David S. Pottruck Business Address: 101 Montgomery Street, San Francisco, CA 94104 Principal Occupation: President and Co-Chief Executive Officer Name, principal The Charles Schwab Corporation, an business and address investment company of corporation or 101 Montgomery Street other organization in San Francisco, CA 94104 which employment is conducted: CUSIP No. 983922 10 5 Schedule 13D Page 11 of 17 Name: Arthur Rock Business Address: One Maritime Plaza, Suite 1220, San Francisco, CA 94111 Principal Occupation: Venture Capitalist Name, principal Arthur Rock and Company, a venture business and address capital firm. of corporation or One Maritime Plaza, Suite 1220 other organization in San Francisco, CA 94111 which employment is conducted: Name: Jane E. Shaw Business Address: 1310 Orleans Drive, Sunnyvale, CA 94089 Principal Occupation: Chairman and Chief Executive Officer Name, principal AeroGen, Inc., a private company business and address specializing in controlled delivery of of corporation or drugs to the lungs other organization in 1310 Orleans Drive which employment is Sunnyvale, CA 94089 conducted: Name: Leslie L. Vadasz Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Senior Vice President, Director, Corporate Business Development Name, principal Intel Corporation, a manufacturer of business and address microcomputer components, modules and of corporation or systems. other organization in 2200 Mission College Boulevard which employment is Santa Clara, CA 95052 conducted: CUSIP No. 983922 10 5 Schedule 13D Page 12 of 17 Name: David B. Yoffie Business Address: Harvard Business School, Morgan Hall 247, Soldiers Field Road, Boston, MA 92163 Principal Occupation: Max and Doris Starr Professor of International Business Administration Name, principal Harvard Business School, an educational business and address institution. of corporation or Harvard Business School other organization in Morgan Hall 247,Soldiers Field Road which employment is Boston, MA 92163 conducted: Name: Charles E. Young Business Address: 10920 Wilshire Boulevard, Los Angeles, CA 90024 Principal Occupation: Chancellor Emeritus Name, principal University of California at Los Angeles, business and address an educational institution. of corporation or 10920 Wilshire Boulevard other organization in Los Angeles, CA 90024 which employment is conducted: CUSIP No. 983922 10 5 Schedule 13D Page 13 of 17 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. All executive officers are United States citizens except as indicated below. Name: Paul S. Otellini Title: Executive Vice President, General Manager, Intel Architecture Business Group Name: Gerhard H. Parker Title: Executive Vice President, General Manager, New Business Group Name: Andy D. Bryant Title: Senior Vice President and Chief Financial Officer Name: Sean M. Maloney Title: Senior Vice President, Director, Sales and Marketing Group Citizenship: British Name: Michael R. Splinter Title: Senior Vice President, General Manager, Technology and Manufacturing Group Name: Albert Y. C. Yu Title: Senior Vice President, General Manager, Microprocessor Products Group Name: F. Thomas Dunlap, Jr. Title: Vice President, General Counsel and Secretary Name: Arvind Sodhani Title: Vice President, Treasurer CUSIP No. 983922 10 5 Schedule 13D Page 14 of 17 EXHIBIT INDEX Sequentially Exhibit No. Document Numbered Page - ------------ ---------------------------------- -------------- Exhibit 1* Xircom, Inc. Common Stock and Warrant Purchase Agreement, dated 1.1 January 13, 1997, between Xircom, Inc. and Intel Corporation. Exhibit 2* Warrant to Purchase Shares of Common Stock of Xircom, Inc., dated 2.1 February 28, 1997. Exhibit 3* Investor Rights Agreement, dated February28, 1997, between Xircom, 3.1 Inc. and Intel Corporation. Exhibit 4* Press Release of Xircom, Inc., dated January 16, 1997. 4.1 Exhibit 5* Press Release of Xircom, Inc., dated March 3, 1997. 5.1 Exhibit 6 Letter Agreement, dated February 17, 1999, between Xircom, Inc. and 6.1 Intel Corporation. Exhibit 7 Press Release of Xircom, Inc., dated February 18, 1999 7.1 ____________________ *Previously filed. CUSIP No. 983922 10 5 Schedule 13D Page 15 of 17 Exhibit 6.1 February 17, 1999 Xircom, Inc. 2300 Corporate Center Drive Thousand Oaks, California 91320 Attn: Steven F. DeGennaro Vice President, Finance and Chief Financial Officer RE: Net Exercise Of Xircom Warrant Ladies and Gentlemen: Enclosed please find the Annex to Warrant (the "Annex") giving notice of our intention to exercise that certain Warrant to Purchase Shares of Common Stock (the "Warrant") dated February 28, 1997 pursuant to the Net Exercise Election provision of the Annex. The following sets out additional terms of our agreement: 1. The definition of the term "Market Price" set forth in the Warrant shall be modified to mean, as to a share of Common Stock, the average closing price as quoted by Reuters for the ten (10) trading days immediately preceding February 17, 1999, which is the date of our net exercise election made pursuant to Section 1.3 of the Warrant. 2. Xircom, Inc. (the "Company") agrees to repurchase all shares of Common Stock purchased under the Warrant as a result of the net exercise at the average closing price as quoted by Reuters for the five (5) trading days immediately preceding February 17, 1999, less a discount of $0.50 per share. The Company will pay the purchase price for these shares on February 23, 1999 by wire transfer per our separate instructions. Except as expressly modified herein, any terms of the Warrant which by their terms survive its exercise shall continue in full force and effect. If you are in agreement with the terms set out above, please acknowledge the same by countersigning the letter in the space provided below and faxing this letter to the attention of Michelle Oates at (408) 765-7636. Sincerely, Intel Corporation By: /s/ ARVIND SODHANI Name: Arvind Sodhani Title: Vice President and Treasurer Accepted: Xircom, Inc. By: /s/ STEVEN F. DEGENNARO Name: Steven F. DeGennaro Title: Vice President, Finance and Chief Financial Officer CUSIP No. 983922 10 5 Schedule 13D Page 16 of 17 Exhibit 7.1 Thursday February 18, 9:00 am Eastern Time Company Press Release Xircom Repurchases 514,314 Shares From Intel Warrant Exercise Intel Maintains Original 2.5 Million Share Investment in Xircom THOUSAND OAKS, Calif.--(BUSINESS WIRE)--Feb. 18, 1999--Xircom Inc. (Nasdaq: XIRC - news) Thursday announced that Intel Corp. exercised its warrant to purchase additional shares of Xircom common stock under a February 1997 agreement that was part of Intel's initial investment in Xircom. Under the terms of the warrant agreement, Intel elected to receive 514,314 shares at no additional cost in lieu of purchasing 1,509,903 shares at an exercise price of $27.01. Concurrent with the exercise of the Intel warrant, Xircom repurchased all 514,314 shares of common stock issued to Intel for a total price of $19.8 million, or $38.45 per share. Independent of the warrant exercise, Intel holds approximately 2.5 million shares of Xircom common stock acquired as part of its original investment in February 1997. "The relationship has been very successful to date in terms of technology transfer, joint development and joint sales and marketing," said Mark Christensen, vice president and general manager of the Network Communications Group at Intel. "We look forward to continuing to maximize our technology and OEM relationship with Xircom in the future." "Our stated goal when we initiated the relationship with Intel was to create a business relationship which benefited both parties," said Dirk Gates, chairman, president and CEO of Xircom. "We have achieved this goal and continue to expand our relationship. We are pleased to see that Intel is in a position to share in the financial upside that our success has created." Xircom - A Decade of Focus, Innovation and Leadership in Mobile Communications Xircom, founded in 1988, is the world's leading manufacturer and OEM supplier of mobile communications solutions, including Integrated PC Card and PC Card products, which connect portable computer users to corporate networks, the Internet and other online resources. The company's products are sold and supported in more than 100 countries through a global network of distributors, integrators and resellers. Xircom, with headquarters in Thousand Oaks and regional headquarter offices in Antwerp, Belgium; Tokyo; and Singapore, has 1,100 employees worldwide and trailing four-quarter revenue of $320 million. More information about Xircom and Xircom products may be found at www.xircom.com. U.S. Sales: 800/438-4526, Telephone: 805/376-9300, Fax: 805/376- 9311. This news release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ materially and include, but are not limited to, future technology and OEM developments. Other additional risks are described in the company's SEC reports on Form 10-K for the fiscal year ended Sept. 30, 1998, as well as the report on Form 10-Q for the quarter ended Dec. 31, 1998. Investor information may be found on Xircom's Web site at www.xircom.com or on the SEC's EDGAR electronic filing database. Note to Editors: Xircom is a registered trademark of Xircom Inc. Other company or product names have been used for identification purposes only and may be trademarks of their respective companies. CUSIP No. 983922 10 5 Schedule 13D Page 17 of 17 Contact: Xircom Inc., Thousand Oaks Kristi Cushing, 805/376-9300 kcushing@xircom.com http://www.xircom.com or P/E Craig Rexroad, 310/275-8784 Crexroad@pecomm.com