SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12) 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) APRIL 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) Page 1 of 6 Pages CUSIP No. 918270-10-9 13D Page 2 of 6 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 6 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, February 14, 1995, February 17, 1995, March 2, 1995, March 9, 1995, March 13, 1995 and March 20, 1995, with respect to the common stock (the "Common Stock"), of VLSI Technology, Inc. ("VLSI" or the "Issuer"). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to Section 4 of the Stock and Warrant Purchase Agreement, dated August 25, 1992 (the "Agreement"), between Intel and VLSI, Intel is subject to certain standstill provisions and restrictions on transfer and voting with respect to its securities of VLSI. See the Agreement for a further description of these provisions. Between February 24, 1995 and April 11, 1995, Intel sold call options covering an aggregate of 2,310,000 shares of Common Stock. The strike prices of the call options range from $15.00 to $18.88 per share. All of the call options were sold in privately negotiated transactions. The call options can only be exercised on, and expire on, October 1, 1997. The call options, if exercised, will be settled in cash, and Intel will pay to the counterparties an amount equal to (a) the number of shares subject to the call option multiplied by (b) the positive amount, if any, determined by subtracting the call option strike price from the market price per share of the Common Stock on October 1, 1997 (the "Market Price"). No payment will be made under the call options if the Market Price is less than the strike price of the call options on the expiration date. Between March 7, 1995 and April 11,1995, Intel purchased put options covering an aggregate of 2,310,000 shares of Common Stock. The strike prices of the put options range from $12.00 to $14.50 per share. All of the put options were purchased in privately negotiated transactions. The put options can only be exercised on, and expire on, October 1, 1997. The put options, if exercised, will be settled in cash, and the counterparties will pay to Intel an amount equal to (a) the number of shares subject to the put option multiplied by (b) the positive amount, if any, determined by subtracting the Market Price from the put option strike price. No payment will be made under the put options if the Market Price is greater than the put option strike price on the expiration date. The call and put options do not permit or obligate either party to purchase or sell shares of the Common Stock upon their exercise. Intel entered into the call and put options to reduce the investment risk associated with its rights under its warrants to purchase 2,677,604 shares of the Common Stock. Intel intends to engage in additional hedging activity, which may include the sale of additional call options and the purchase of additional put options, in connection with hedging the investment risk associated with its rights under the warrants. Exhibit 3.1 discloses the identity of the counterparties to, and the terms of, the call and put options. Item 7. Material to be Filed as Exhibits. *Exhibit 1, Intel/VLSI Stock and Warrant Purchase Agreement *Exhibit 2. Intel/VLSI Joint Press Release Dated July 8, 1992 Exhibit 3.1 Schedule of Call and Put Options **Exhibit 3.2 Call and Put Option Agreements Exhibit 4 Resolution Regarding Signature Authority - -------------------- * Previously filed. ** Documentation confirming sales of the call options and purchases of the put options is pending and will be filed by amendment. CUSIP No. 918270-10-9 13D Page 4 of 6 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 April 11, 1995. INTEL CORPORATION By /s/ ARVIND SODHANI ------------------------------ Arvind Sodhani Vice President and Treasurer CUSIP No. 918270-10-9 13D Page 5 of 6 Pages EXHIBIT 3.1 SCHEDULE OF CALL AND PUT OPTIONS CALL OPTIONS
NUMBER OF EXPIRATION TRADE DATE COUNTERPARTY SHARES STRIKE PRICE DATE ---------- -------------------------- --------- ------------ ----------- 2/24/95 Union Bank of Switzerland ("USB") 140,000 $15.00 10/1/97 2/27/95 UBS 60,000 $15.00 10/1/97 3/1/95 UBS 110,000 $15.00 10/1/97 3/1/95 UBS 40,000 $15.00 10/1/97 3/1/95 Lehman Brothers S.A. 1,000,000 $15.25 10/1/97 3/1/95 UBS 20,000 $15.00 10/1/97 3/3/95 UBS 65,000 $15.00 10/1/97 3/6/95 UBS 100,000 $15.00 10/1/97 3/16/95 Lehman Brothers S.A. 250,000 $17.50 10/1/97 3/27/95 Swiss Bank Corporation 125,000 $18.00 10/1/97 4/10/95 Swiss Bank Corporation 200,000 $18.00 10/1/97 4/11/95 Swiss Bank Corporation 200,000 $18.88 10/1/97 --------- Total 2,310,000
PUT OPTIONS
NUMBER OF EXPIRATION TRADE DATE COUNTERPARTY SHARES STRIKE PRICE DATE ---------- -------------------------- --------- ------------ ----------- 3/7/95 Lehman Brothers S.A. 1,000,000 $12.00 10/1/97 3/8/95 Lehman Brothers S.A. 535,000 $12.00 10/1/97 3/16/95 Lehman Brothers S.A. 250,000 $14.00 10/1/97 3/27/95 Swiss Bank Corporation 125,000 $14.00 10/1/97 4/10/95 Swiss Bank Corporation 200,000 $14.00 10/1/97 4/11/95 Swiss Bank Corporation 200,000 $14.50 10/1/97 --------- Total 2,310,000
CUSIP No. 918270-10-9 13D Page 6 of 6 Pages Exhibit 4 Resolution Regarding Signature Authority CERTIFICATE I, Lisa P. Ansilio, duly appointed and acting Assistant Secretary of Intel Corporation, a Delaware corporation, do hereby certify that the following is a true and correct copy of a resolution adopted by the Board of Directors of Intel Corporation at a meeting duly called and held on March 22, 1995, at which a quorum was present at all times, and that such resolution has not been amended or rescinded and is still in full force and effect. VLSI WARRANT HEDGING RESOLVED, that the Chairman of the Board, the President and Chief Executive Officer, the Executive Vice President and Chief Operating Officer, the Vice President and Chief Financial Officer, the Vice President and Treasurer, the Senior Vice President and Director, Corporate Development and the Vice President and Secretary (collectively, the "Authorized Officers") of the Corporation be, and each of them hereby is, authorized to execute any and all amendments to the Corporation's statement on Schedule 13D filed with the Securities and Exchange Commission with respect to the Corporation's beneficial ownership of shares of VLSI Common Stock, as necessary to report the Corporation's hedging activities with respect to the Warrant and the underlying shares of VLSI Common Stock. IN WITNESS WHEREOF, I have executed this certificate this 11th day of April, 1995. /s/ Lisa P. Ansilio _________________________ Lisa P. Ansilio Assistant Secretary