SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
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)
AUGUST 25, 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 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.
(Continued on following pages)
Page 1 of 31 Pages
CUSIP No. 918270-10-9 13D Page 2 of 31 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 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 2,677,604
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,677,604
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,677,604
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 6.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON CO
______________________________________________________________________________
CUSIP No. 918270-10-9 13D Page 3 of 31 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, March 20, 1995, April 12, 1995, April 14, 1995, April 18, 1995,
April 28, 1995, May 17, 1995, and May 25, 1995, with respect to the common
stock (the "Common Stock") of VLSI Technology, Inc. ("VLSI" or the "Issuer").
Item 5. Interests in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 2,677,604 shares
Right to Acquire: 0 shares
Percent of Class:
6.47% (based upon 41,403,953 shares
of common stock outstanding as
reported by VLSI in its Form 10-Q for
the quarter ended June 30, 1995)
(b) Sole Power to Vote, Direct the
Vote of, or Dispose of Shares: 2,677,604 shares
(c) Recent Transactions:
Pursuant to the terms of that certain Warrant dated as of August 25, 1992, on
August 25, 1995, Intel exercised its right to purchase 2,677,604 shares of VLSI
Common Stock for an aggregate exercise price of $31,301,190.76. The exercise price
was paid out of the general working capital of Intel.
(d) Rights with Respect to Dividends
or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent
Beneficial Ownership: N/A
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 3.2.1 Schedule to International Swaps and Derivatives
Association ("ISDA") Form Master Agreement (1992
version) dated as of April 15, 1993 between Union
Bank of Switzerland and Intel Corporation
*Exhibit 3.2.2 Form of Confirmation between Union Bank of
Switzerland and Intel Corporation
*Exhibit 3.3.1 Schedule to ISDA Form Interest Rate and Currency
Exchange Agreement (1987 version), dated as of
February 8, 1993 between Swiss Bank Corporation and
Intel Corporation
*Exhibit 3.3.2 Form of Confirmation between Swiss Bank Corporation
and Intel Corporation
Exhibit 3.4.1 Schedule to ISDA Form Master Agreement (1992 version)
dated as of March 1, 1995 between Lehman Brothers
Finance S.A. ("Lehman") and Intel Corporation
Exhibit 3.4.2 Form of Confirmation between Lehman and Intel
Corporation
*Exhibit 4 Resolution Regarding Signature Authority
- --------------------
* Previously filed.
CUSIP No. 918270-10-9 13D Page 4 of 31 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 August 25, 1995.
INTEL CORPORATION
By /s/ F. THOMAS DUNLAP, JR.
--------------------------------
F. Thomas Dunlap, Jr.
Vice President, General Counsel
and Secretary