SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 PHOENIX TECHNOLOGIES LTD. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 719153-10-8 (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 15, 1996 (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 /X/. 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. SCHEDULE 13D Page 2 of ___ - -------------------------------------------------------------------------------- 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 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 894,971 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 894,971 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 894,971 EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW /X/ (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 5.9% ROW (11) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- SCHEDULE 13D Page 3 of ___ ITEM 1. SECURITY AND ISSUER. (a) Name and Address of Principal Executive Offices of Issuer: Phoenix Technologies Ltd. 2770 De La Cruz Boulevard Santa Clara, California 95050 (b) Title and Class of Equity Securities: Common Stock ITEM 2. IDENTITY AND BACKGROUND. (a) Name of Person Filing: Intel Corporation The executive officers and directors of Intel Corporation are set forth on Appendix A hereto. (b) 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. (f) State of Incorporation: Delaware ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Funds for the purchase of the securities are derived from the Reporting Person's working capital. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Person acquired the Common Stock and the Warrant (as described in Item 5(c), below) as an investment and in connection with a technology agreement between the Issuer and the Reporting Person pursuant to which the Issuer will become a principal supplier of certain system-level software for certain products of the Reporting Person. In addition to the 894,971 shares of Common Stock of the Issuer acquired by the Reporting Person, the Reporting Person also acquired a warrant (the "Warrant") to purchase up to 1,073,965 shares of Common Stock of the Issuer. The Reporting Person paid an aggregate of $354,408.45 for the Warrant. The SCHEDULE 13D Page 4 of ___ shares of Common Stock subject to the Warrant vest and become exercisable over a period of five years, pursuant to a schedule set forth in the Warrant. The exercise price for the shares increases each year that the Warrant is in effect, pursuant to a schedule set forth in the Warrant. The Warrant expires on April 30, 2001. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) Number of Shares Beneficially Owned: 894,971 shares* Right to Acquire: 0 shares* Percent of Class: 5.9% (based upon 15,104,977 shares of common stock outstanding, determined from representations made by the Issuer to the Reporting Person in connection with the closing under the Purchase Agreement (as defined below)* (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 894,971 shares* (c) Recent Transactions: On February 15, 1996, pursuant to the terms of that certain Common Stock and Warrant Purchase Agreement dated as of December 18, 1995 (the "Purchase Agreement"), the Reporting Person purchased (i) 894,971 newly issued shares of Common Stock of the Issuer at a price per share of $11.70625, and (ii) the Warrant to purchase up to 1,073,965 shares of Common Stock. See the Purchase Agreement and the Warrant, each of which has been filed as an Exhibit hereto, for additional details. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (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 - -------------- *Does not include the additional shares (up to 1,073,965) of Common Stock that the Reporting Person has a right to acquire pursuant to the Warrant (as defined and described in Item 4). Such shares are not beneficially owned by the Reporting Person under Rule 13d-3 because the Reporting Person does not have a right to acquire such shares within the next 60 days. SCHEDULE 13D Page 5 of ___ 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, and (d) 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. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Phoenix Technologies Ltd. Common Stock and Warrant Purchase Agreement, of December 18, 1995, between Phoenix Technologies Ltd. and Intel Corporation (incorporated by reference to Exhibit 10.25 to Phoenix Technologies Ltd.'s Form 10-Q for the quarter ended December 31, 1995). Exhibit 2 Warrant to Purchase Shares of Common Stock of Phoenix Technologies Ltd., dated February 15, 1996. Exhibit 3 Investor Rights Agreement, dated December 18, 1995, between Phoenix Technologies Ltd. and Intel Corporation. Exhibit 4 Agreement, dated December 18, 1995, between Intel Corporation and Phoenix Technologies Ltd. (incorporated by reference to Exhibit 10.24 to Phoenix Technologies Ltd.'s Form 10-Q for the quarter ended December 31, 1995) (confidential treatment requested). Exhibit 5 Press Release of Phoenix Technologies Ltd., dated December 18, 1995. Exhibit 6 Press Release of Phoenix Technologies Ltd., dated February 15, 1996. SCHEDULE 13D Page 6 of ___ 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, 1996. INTEL CORPORATION By: --------------------------------- F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary SCHEDULE 13D Page 7 of ___ 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. Name: Craig R. Barnett 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 address of corporation or other microcomputer components,modules and organization on which employment is systems. conducted: 2200 Mission College Boulevard 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 address of corporation or other foundation. organization on which employment is 3945 Freedom Circle, Suite 760 conducted: Santa Clara, CA 95054 Name: Andrew S. Grove Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: President and Chief Executive Officer of Intel Corporation Name, principal business and Intel Corporation, a manufacturer of address of corporation or other microcomputer components, modules and organization on which employment is systems. conducted: 2200 Mission College Boulevard Santa Clara, CA 95052 SCHEDULE 13D Page 8 of ___ Name: D. James Guzy Business Address: 295 North Bernardo, Mountain View, CA 94043 Principal Occupation: Chairman of The Arbor Company Name, principal business and The Arbor Company, a limited partnership address of corporation or other engaged in the electronics and computer organization on which employment is industry. conducted: 295 North Bernardo 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 address of corporation or other microcomputer components, modules and organization on which employment is systems. conducted: 2200 Mission College Boulevard 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 address of corporation or other firm. organization on which One Maritime Plaza, Suite 1220 employment is conducted: San Francisco, CA 94111 SCHEDULE 13D Page 9 of ___ Name: Jane E. Shaw Business Address: c/o Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Principal Occupation: Founder of the Stable Network, a biopharmaceutical consulting company Name, principal business and c/o Intel Corporation address of corporation or other 2200 Mission College Boulevard organization on which employment is Santa Clara, CA 95052 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 address of corporation or other microcomputer components, modules and organization on which employment is systems. conducted: 2200 Mission College Boulevard Santa Clara, CA 95052 Name: David B. Yoffie Business Address: Harvard Business School, Soldiers Field Park 1-411, Boston, MA 92163 Principal Occupation: Max and Doris Starr, Professor of International Business Administration Name, principal business and Harvard Business School, an educational address of corporation or other institution. organization on which employment is Harvard Business School conducted: Soldiers Field Park 1-411 Boston, MA 92163 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, address of corporation or other an educational institution. organization on which employment is 405 Hilgard Avenue conducted: Los Angeles, CA 90024 SCHEDULE 13D Page 10 of __ 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, CA 95952-8119, which address is Intel Corporation's business address. All executive officers are United States citizens. Name: G. Carl Everett, Jr. Title: Senior Vice President; General Manager, Desktop 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; General Manager, Enterprise Server Group Name: Paul S. Otellini Title: Senior Vice President; Director, Sales Name: Gerhard S. 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, Content Group Name: Albert Y. C. Yu Title: Senior Vice President; General Manager, Microprocessor Products Group Name: Michael A. Aymar Title: Vice President; General Manager, Desktop Products Group Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: Dennis L. Carter Title: Vice President; Director, Corporate Marketing Group Name: Sunlin Chou Title: Vice President; Director, Components Technology Development Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497 Name: Jean-Claude Cornet Title: Vice President; Director, Microprocessor Technology Name: F. Thomas Dunlap Title: Vice President; General Counsel and Secretary Name: Kirby A. Dyess Title: Vice President; Director, Human Resources Name: Carlene M. Ellis Title: Vice President; Director, Information Technology SCHEDULE 13D Page 11 of __ Name: Hans G. Geyer Title: Vice President; General Manager, European Operations Name: Thomas L. Hogue Title: Vice President; Director, Corporate Materials and Services Name: Harold E. Hughes, Jr. Title: Vice President; Director, Planning and Logistics Name: Robert T. Jenkins Title: Vice President; Director, Corporate Licensing Name: D. Craig Kinnie Title: Vice President; Director, Intel Architecture Laboratories Name: Edward A. Masi Title: Vice President; General Manager, Server Systems Product Development Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497 Name: Avram C. Miller Title: Vice President; Director, Business Development Name: Stephen P. Nachtsheim Title: Vice President; General Manager, Mobile/Handheld Products Group Name: Arvind Sodhani Title: Vice President and Treasurer Name: Michael R. Splinter Title: Vice President; General Manager, Components Manufacturing Address: 4100 Sara Boulevard, Rio Rancho, NM 87124 SCHEDULE 13D Page 12 of __ EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT NO. DOCUMENT PAGE - ----------- ----------------------------------------------------------------------- ------------ Exhibit 1 Phoenix Technologies Ltd. Common Stock and Warrant Purchase Agreement, -- dated December 18, 1995, between Phoenix Technologies Ltd. and Intel Corporation (incorporated by reference to Exhibit 10.25 to Phoenix Technologies Ltd.'s Form 10-Q for the quarter ended December 31, 1995). Exhibit 2 Warrant to Purchase Shares of Common Stock of Phoenix Technologies Ltd., dated February 15, 1996. Exhibit 3 Investor Rights Agreement, dated December 18, 1995, between Phoenix Technologies Ltd. and Intel Corporation. Exhibit 4 Agreement, dated December 18, 1995, between Intel Corporation and -- Phoenix Technologies Ltd. (incorporated by reference to Exhibit 10.24 to Phoenix Technologies Ltd.'s Form 10-Q for the quarter ended December 31, 1995) (confidential treatment requested). Exhibit 5 Press Release of Phoenix Technologies Ltd., dated December 18, 1995. Exhibit 6 Press Release of Phoenix Technologies Ltd., dated February 15, 1996.