SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7*)
VLSI TECHNOLOGY, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
918270-10-9
(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 10, 1995
(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. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for 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 (however, see the
Notes).
(Continued on following pages)
* The purpose of this amendment is to include Appendix A, which was
inadvertantly omitted from the EDGAR filing of Amendment No. 6 due to filing
agent error. There has been no change in the facts set forth in Amendment
No. 6.
Page 1 of 9 Pages
CUSIP No. 918270-10-9 13D Page 2 of 9 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON Intel Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743
______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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 2,677,604
SHARES (warrants)
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,677,604
REPORTING (warrants)
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,677,604
(warrants)
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 7%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON CO
______________________________________________________________________________
CUSIP No. 918270-10-9 13D Page 3 of 9 Pages
Intel Corporation ("Intel" or the "Reporting Person") hereby amends its
statement on Schedule 13D filed with the Securities and Exchange Commission on
July 8, 1992 (the "Initial Statement") and previously amended on August 25,
1992, August 5, 1994, January 31, 1995, February 3, 1995, February 6, 1995,
and February 14, 1995 with respect to the common stock (the "Common Stock") of
VLSI Technology, Inc. ("VLSI" or the "Issuer").
Item 2. Identity and Background.
(a) Name of Person Filing: Intel Corporation
The officers and directors of Intel 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
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 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) Place of Organization:
Delaware.
Item 5. Interest in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 0 shares
Right to Acquire: 2,677,604 shares
Percent of Class: 7% (based on 36,151,753 shares of
common stock outstanding as reported
by VLSI in its Form 10-Q for the
quarter ended September 30, 1994)
(b) Sole Power to Vote, Direct the
Vote of, or Dispose of Shares: 2,677,604 shares (warrants)
(c) Recent Transactions:
On February 10, 1995, the Reporting Person sold 605,207 shares of
Common Stock in an open market broker transaction, at a price of
$13.875 per share.
(d) Rights with Respect to Dividends
or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent
Beneficial Ownership: N/A
CUSIP No. 918270-10-9 13D Page 4 of 9 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 February 17, 1995.
INTEL CORPORATION
By /s/ F. THOMAS DUNLAP, JR.
------------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
CUSIP No. 918270-10-9 13D Page 5 of 9 Pages
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 Address: 2200 Mission College Boulevard, Santa Clara, CA 95052
Principal Occupation: Executive Vice President and Chief Operating Officer of Intel
Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer
address of corporation or components, modules and systems.
other organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
Name: Winston H. Chen
Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa
Clara, CA 95054
Principal Occupation: Chairman of Paramitas Foundation
Name, principal business and Paramitas Foundation, a charitable foundation.
address of corporation or 3945 Freedom Circle, Suite 760
other organization on which Santa Clara, CA 95054
employment is conducted:
Name: Andrew S. Grove
Business Address: 2200 Mission College Boulevard Officer of Intel Corporation
Principal Occupation: President and Chief Executive Officer of Intel Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer
address of corporation or components, modules and systems.
other organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
CUSIP No. 918270-10-9 13D Page 6 of 9 Pages
Name: D. James Guzy
Business Address: 295 North Bernardo, Mountain View, CA 94043
Principal Occupation: President of The Arbor Company
Name, principal business and The Arbor Company, a limited partnership engaged in the
address of corporation or electronics and computer industry.
other organization on which 295 North Bernardo
employment is conducted: Mountain View, CA 94043
Name: Gordon E. Moore
Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052
Principal Occupation: Chairman of the Board of Intel Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer
address of corporation or components, modules and systems.
other organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
Name: Max Palevsky
Business Address: 924 Westwood Boulevard, Suite 700, Los Angeles, CA 90024
Principal Occupation: Industrialist
Name, principal business and Self-employed.
address of corporation or
other organization on which
employment is conducted:
Name: Arthur Rock
Business Address: One Maritime Plaza, Suite 1220, San Francisco, CA 94111
Principal Occupation: Venture Capitalist
Name, principal business and Arthur Rock and Company, a venture capital firm.
address of corporation or One Maritime Plaza, Suite 1220
other organization on which San Francisco, CA 94111
employment is conducted:
CUSIP No. 918270-10-9 13D Page 7 of 9 Pages
Name: Jane E. Shaw
Business Address: c/o Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95052
Principal Occupation: Former President and Chief Operating Officer of Alza
Corporation
Name, principal business and c/o Intel Corporation
address of corporation or 2200 Mission College Boulevard
other organization on which Santa Clara, CA 95052
employment is conducted:
Name: Leslie L. Vadasz
Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052
Principal Occupation: Senior Vice President, Director, Corporate Business
Development, Intel Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer
address of corporation or components, modules and systems.
other organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
Name: David B. Yoffie
Business Address: Harvard Business School, Soldiers Field Park 1-411, Boston,
MA 02163
Principal Occupation: Max and Doris Starr, Professor of International Business
Administration
Name, principal business and Harvard Business School, an educational institution
address of corporation or Harvard Business School
other organization on which Soldiers Field Park 1-411
employment is conducted: Boston, MA 02163
CUSIP No. 918270-10-9 13D Page 8 of 9 Pages
Name: Charles E. Young
Business Address: 405 Hilgard Avenue, Los Angeles, CA 90024
Principal Occupation: Chancellor
Name, principal business and University of California at Los Angeles, an educational
address of corporation or institution.
other organization on which 405 Hilgard Avenue
employment is conducted: Los Angeles, CA 90024
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: G. Carl Everett, Jr.
Title: Senior Vice President; General Manager, Microprocessor Products Group
Name: Frank C. Gill
Title: Senior Vice President; General Manager, Intel Products Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497
Name: David L. House
Title: Senior Vice President; Director, Corporate Strategy
Name: Paul S. Otellini
Title: Senior Vice President; Director, Sales
Name: Gerhard H. Parker
Title: Senior Vice President; General Manager, Technology and Manufacturing Group
Name: Robert W. Reed
Title: Senior Vice President; General Manager, Semiconductor Products Group
Name: Ronald J. Whittier
Title: Senior Vice President; General Manager, Intel Architecture Laboratories
Name: Albert Y. C. Yu
Title: Senior Vice President; General Manager, Microprocessor Products Group
Name: Michael A. Aymar
Title: Vice President; General Manager, Intel 486(TM) Microprocessor Division
CUSIP No. 918270-10-9 13D Page 9 of 9 Pages
Name: Andy D. Bryant
Title: Vice President and Chief Financial Officer
Name: F. Thomas Dunlap, Jr.
Title: Vice President; General Counsel and Secretary
Name: Harold E. Hughes, Jr.
Title: Vice President; Director, Planning and Logistics
Name: Stephen P. Nachtsheim
Title: Vice President; General Manager, Mobile and Home Products Group