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 NO. 1) EVANS & SUTHERLAND COMPUTER CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.20 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 299096 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) F. THOMAS DUNLAP, JR. SENIOR 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 5, 2001 - -------------------------------------------------------------------------------- (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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (continued on following pages) (Page 1 of 10 Pages) CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 2 of 10 (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Intel Corporation 94-1672743 --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS WC --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware --------------------------------------------------------------------- (7) Sole Voting Power 378,462 Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power 0 Owned by Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power 378,462 Person With -------------------------------------------------------- (10) Shared Dispositive Power 0 -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 378,462 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 3.73% --------------------------------------------------------------------- (14) Type of Reporting Person CO --------------------------------------------------------------------- CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 3 of 10 Intel Corporation ("Intel" or the "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on August 3, 1998, with respect to the Common Stock of Evans & Sutherland Computer Corporation. ("Evans" or the "Issuer"). ITEM 2. Identity and Background. (a) Name of Person Filing: Intel Corporation. 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. (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 5. Interest in Securities of the Issuer. CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 4 of 10 (a) Number of Shares Beneficially Owned: 378,462 (of which all shares are issuable upon exercise of a vested Warrant held by the Reporting Person which expires on July 22, 2001 and has an exercise price of $33.28125 per share) Percent of Class: 3.73% (based upon 9,756,868 shares outstanding at November 3, 2000, as reported by the Issuer in its Form 10-Q for the quarter ended September 29, 2000, and assuming the issuance of 378,462 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: 378,462 (c) Recent Transactions: On or about June 26, 1998, the Reporting Person acquired 2,258 shares of Common Stock of the Issuer as a result of the Issuer's acquisition of AccelGraphics, Inc. in a merger transaction. On February 5, 2001 the Reporting Person sold 903,666 shares of Common Stock in open market transactions for cash in the amount of $7.375 per share. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial February 5, 2001 Ownership: CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 5 of 10 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 23, 2001 INTEL CORPORATION By: /s/ F. Thomas Dunlap, Jr. ----------------------------------------- F. Thomas Dunlap, Jr. Senior Vice President, General Counsel and Secretary CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 6 of 10 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: Intel Corporation, 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: President and Chief Executive Officer Name, principal business Intel Corporation, a manufacturer of microcomputer and address of corporation components, modules and systems. or other organization 2200 Mission College Boulevard in 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 business BP Amoco p.l.c., an integrated oil company. and address of corporation Britannic House, 1 Finsbury Circus or other organization London EC2M 7BA in which employment is conducted: Citizenship: British CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 7 of 10 Name: Winston H. Chen Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa Clara, CA 95054 Principal Occupation: Chairman Name, principal business Paramitas Foundation, a charitable foundation. and address of corporation 3945 Freedom Circle, Suite 760 or other organization Santa Clara, CA 95054 in which employment is conducted: Name: Andrew S. Grove Business Address: Intel Corporation, 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Chairman of the Board of Directors Name, principal business Intel Corporation, a manufacturer of microcomputer and address of corporation components, modules and systems. or other organization 2200 Mission College Boulevard in which employment is Santa Clara, CA 95052 conducted: Name: D. James Guzy Business Address: The Arbor Company, 1340 Arbor Road, Menlo Park, CA 94025 Principal Occupation: Chairman Name, principal business The Arbor Company, a limited partnership engaged and address of corporation in the electronics and computer industry. or other organization 1340 Arbor Road in which employment is Menlo Park, CA 94025 conducted: CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 8 of 10 Name: Gordon E. Moore Business Address: Intel Corporation, 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Chairman Emeritus of the Board of Directors Name, principal business Intel Corporation, a manufacturer of microcomputer and address of corporation components, modules and systems. or other organization 2200 Mission College Boulevard in which employment is Santa Clara, CA 95052 conducted: Name: David S. Pottruck Business Address: The Charles Schwab Corporation, 101 Montgomery Street, San Francisco, CA 94104 Principal Occupation: President and Co-Chief Executive Officer Name, principal business The Charles Schwab Corporation, a financial and address of corporation services provider or other organization 101 Montgomery Street in which employment is San Francisco, CA 94104 conducted: Name: Jane E. Shaw Business Address: AeroGen, Inc., 1310 Orleans Drive, Sunnyvale, CA 94089 Principal Occupation: Chairman and Chief Executive Officer Name, principal business AeroGen, Inc., a pulmonary drug delivery company and address of corporation 1310 Orleans Drive or other organization Sunnyvale, CA 94089 in which employment is conducted: CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 9 of 10 Name: Leslie L. Vadasz Business Address: Intel Corporation, 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Executive Vice President; President, Intel Capital Name, principal business Intel Corporation, a manufacturer of microcomputer and address of corporation components, modules and systems. or other organization 2200 Mission College Boulevard in which employment is Santa Clara, CA 95052 conducted: Name: David B. Yoffie Business Address: Harvard Business School, Morgan Hall 215, Soldiers Field Park Road, Boston, MA 02163 Principal Occupation: Max and Doris Starr Professor of International Business Administration Name, principal business Harvard Business School, an educational and address of corporation institution. or other organization Morgan Hall 215,Soldiers Field Park Road in which employment is Boston, MA 02163 conducted: Name: Charles E. Young Business Address: University of Florida, 226 Tigert Hall, P.O. Box 113150, Gainesville, FL 32610 Principal Occupation: President of the University of Florida Name, principal business University of Florida and address of corporation 226 Tigert Hall or other organization P.O. Box 113150 in which employment is Gainesville, FL 32610 conducted: EXECUTIVE OFFICERS CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 10 of 10 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; Director, Sales and Marketing Group 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: Michael R. Splinter Title: Executive Vice President; General Manager, Technology and Manufacturing Group Name: F. Thomas Dunlap, Jr. Title: Senior Vice President, General Counsel and Secretary Name: Albert Y. C. Yu Title: Senior Vice President; Optoelectronics Group Name: Arvind Sodhani Title: Vice President, Treasurer