SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 MODACAD, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 60749P10 -------------- (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 7, 1999 (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 [ ]. 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. Page 1 of 12 The Exhibit Index is on page 12. - -------------------------------------------------------------------------------- SCHEDULE 13D Page 2 of 12 - -------------------------------------------------------------------------------- 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 OO. See Item 3. - -------------------------------------------------------------------------------- 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 1,120,208 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,120,208 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,120,208 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- SCHEDULE 13D Page 3 of 12 ITEM 1. SECURITY AND ISSUER. (a) Name and Address of Principal Executive Offices of Issuer: ModaCAD, Inc. 3861 Sepulveda Blvd. Culver City, CA 90230 (b) Title and Class of Equity Securities: Common Stock and Warrants to purchase Common Stock ITEM 2. IDENTITY AND BACKGROUND. (a) Name of Person Filing: Intel Corporation (the "Reporting Person"). (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) Place of Organization: Delaware 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. SCHEDULE 13D Page 4 of 12 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Source of Funds: Funds for the purchase of the Shares and the Warrants (each as defined in Item 4) were derived from the Reporting Person's cancellation of the Issuer's obligations to pay to the Reporting Person certain future royalty payments under an existing business agreement between the Issuer and the Reporting Person. The source of any funds required to exercise the Warrants and acquire the shares of Common Stock issuable thereunder will be the Reporting Person's working capital. (b) Amount of Funds: The Reporting Person would pay Five Million Dollars ($5,000,000) to acquire the Shares and Warrants (each as defined in Item 4), which amount is the agreed upon value of the future royalty payments described in Item 3(a) and Item 4. The exercise price of the Warrants is set forth in Item 4. The aggregate exercise price for all of the Warrants is Six Million Seven Hundred Forty-Nine Thousand One Hundred Ninety-Five Dollars ($6,749,195). ITEM 4. PURPOSE OF THE TRANSACTION. On November 12, 1997, the Reporting Person and Issuer entered into a Development Agreement (the "Development Agreement"), pursuant to which Issuer agreed to pay to the Reporting Person a stream of future royalties. The Reporting Person subsequently agreed to terminate the future royalty obligations under the Development Agreement in consideration of the Issuer granting to the Reporting Person a certain number of shares and warrants to purchase Common Stock of the Issuer. Pursuant to a Stock and Warrant Purchase and Investor Rights Agreement, dated April 7, 1999, between the Reporting Person and the Issuer (the "Purchase Agreement"), the Reporting Person has agreed to purchase from Issuer Four Hundred Fifty-Five Thousand Two Hundred Eighteen (455,218) shares of Issuer's Common Stock (the "Shares") at an agreed upon aggregate value of Five Million Dollars ($5,000,000). In addition, the Issuer has agreed to issue to the Reporting Person three warrants (the "Warrants") to purchase up to an aggregate of Five Hundred Thirty-Eight Thousand Six Hundred Seventy-Four (538,674) shares of Issuer's Common Stock (the "Warrant Shares"). The first Warrant is a 5-year warrant to acquire One Hundred Fifty-Nine Thousand Three Hundred Twenty-Six (159,326) shares of Issuer's Common Stock at an exercise price of Ten Dollars and Ninety-Eight Cents ($10.98) per share. The second Warrant is a 1-year warrant to acquire One Hundred Eighty-Nine Thousand Six Hundred Seventy-Four (189,674) shares of Issuer's Common Stock at an exercise price of Thirteen Dollars and Eighteen Cents ($13.18) per share. The third Warrant is a 15-month warrant to acquire One Hundred Eight-Nine Thousand Six Hundred Seventy-Four (189,674) shares of Issuer's Common Stock at an exercise price of Thirteen Dollars and Eighteen Cents ($13.18) per share. The exercisability of each of the Warrants is subject to approval by the shareholders of the Issuer, which will be sought at the next annual meeting of shareholders. Prior to the transactions described in this Item 4, the Reporting Person owned a currently exercisable warrant to acquire One Hundred Twenty-Six Thousand Three Hundred Sixteen (126,316) shares of the Issuer's Common Stock, at an exercise price of Nineteen Dollars ($19.00) per share. SCHEDULE 13D Page 5 of 12 The Reporting Person will hold the Shares and Warrants as an investment. Depending on the Reporting Person's evaluation of market conditions, market price, alternative investment opportunities, liquidity needs and other factors, the Reporting Person will from time to time explore opportunities for liquidating all or a portion of the Shares or Warrant Shares through one or more sales pursuant to public or private offerings or otherwise. In such event, the Reporting Person may determine to retain some portion of the Shares or Warrant Shares as an investment. The Shares and Warrant Shares will be covered by a resale registration statement on Form S-3 which the Issuer is obligated to file on or before April 23, 1999. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. The information contained in Item 4 is incorporated herein by this reference. (a) Number of Shares Beneficially Owned: Outstanding Shares of Common Stock: 455,218 Right to Acquire pursuant to Warrants: 664,990 --------- Total: 1,120,208 Percent of Class: 13.9% (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 1,120,208 (c) Recent Transactions: See Item 4. (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 Purchase Agreement (as defined in Item 4), the Reporting Person has, under certain circumstances, various rights related to: (a) registration of the Shares on Form S-3 (as described in Item 4 above); (b) a representative of the Reporting Person observing board of director and committee meetings of the Issuer in a non-voting capacity; and (c) the participation in future issuances of securities by the Issuer on a pro rata basis and the maintenance of the Reporting Person's percentage ownership of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 ModaCAD, Inc. Stock and Warrant Purchase and Investor Rights Agreement, dated April 7, 1999, including Warrants to purchase shares of Common Stock. Exhibit 2 Press Releases of ModaCAD, Inc., dated April 9, 1999. SCHEDULE 13D Page 6 of 12 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 19, 1999. INTEL CORPORATION By: /s/ F. Thomas Dunlap, Jr. -------------------------------------- F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary SCHEDULE 13D Page 7 of 12 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: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: President and Chief Executive Officer Name, principal business and Intel Corporation, a manufacturer of microcomputer components, modules and systems. address of corporation or other 2200 Mission College Boulevard organization in which Santa Clara, CA 95052 employment is 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 and The BP Amoco p.l.c., an integrated oil company. address of corporation or other Britannic House, 1 Finsbury Circus organization in which London EC2M 7BA employment is conducted: Citizenship: British Name: Winston H. Chen - ----- --------------- Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa Clara, CA 95054 Principal Occupation: Chairman
SCHEDULE 13D Page 8 of 12 Name, principal Paramitas Foundation, a charitable foundation. business and address of 3945 Freedom Circle, Suite 760 corporation or other Santa Clara, CA 95054 organization in which employment is conducted: Name: Andrew S. Grove - ----- --------------- Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Chairman of the Board of Directors Name, principal business and Intel Corporation, a manufacturer of microcomputer components, modules and systems. address of corporation or other 2200 Mission College Boulevard organization in which Santa Clara, CA 95052 employment is conducted: Name: D. James Guzy - ----- ------------- Business Address: 1340 Arbor Road, Menlo Park, CA 94025 Principal Occupation: Chairman Name, principal business and The Arbor Company, a limited partnership engaged in the electronics and computer address of corporation or other industry. organization in which 1340 Arbor Road employment is conducted: Menlo Park, CA 94025 Name: Gordon E. Moore - ----- --------------- Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Chairman Emeritus of the Board of Directors Name, principal business and Intel Corporation, a manufacturer of microcomputer components, modules and systems. address of corporation or other 2200 Mission College Boulevard
SCHEDULE 13D Page 9 of 12 organization in which Santa Clara, CA 95052 employment is conducted: Name: David S. Pottruck - ----- ----------------- Business Address: 101 Montgomery Street, San Francisco, CA 94104 Principal Occupation: President and Co-Chief Executive Officer Name, principal business and The Charles Schwab Corporation, an investment company address of corporation or other 101 Montgomery Street organization in which San Francisco, CA 94104 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 other One Maritime Plaza, Suite 1220 organization in which San Francisco, CA 94111 employment is conducted: Name: Jane E. Shaw - ----- ------------ Business Address: 1310 Orleans Drive, Sunnyvale, CA 94089 Principal Occupation: Chairman and Chief Executive Officer Name, principal business and AeroGen, Inc., a private company specializing in controlled delivery of drugs to address of corporation or other the lungs organization in which 1310 Orleans Drive employment is conducted: Sunnyvale, CA 94089
SCHEDULE 13D Page 10 of 12 Name: Leslie L. Vadasz - ----- ---------------- Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Senior Vice President, Director, Corporate Business Development Name, principal business and Intel Corporation, a manufacturer of microcomputer components, modules and systems. address of corporation or other 2200 Mission College Boulevard organization in which Santa Clara, CA 95052 employment is conducted: Name: David B. Yoffie - ----- --------------- Business Address: Harvard Business School, Morgan Hall 215, Soldiers Field Road, 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 other Harvard Business School organization in which Morgan Hall 215,Soldiers Field Road employment is conducted: Boston, MA 02163 Name: Charles E. Young - ----- ---------------- Business Address: 10920 Wilshire Boulevard, Los Angeles, CA 90024 Principal Occupation: Chancellor Emeritus Name, principal business and University of California at Los Angeles, an educational institution. address of corporation or other 10920 Wilshire Boulevard organization in which Los Angeles, CA 90024 employment is conducted:
SCHEDULE 13D Page 11 of 12 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: 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: Andy D. Bryant Title: Senior Vice President and Chief Financial Officer Name: Sean M. Maloney Title: Senior Vice President, Director, Sales and Marketing Group Name: Michael R. Splinter Title: Senior Vice President, General Manager, Technology and Manufacturing Group Name: Albert Y. C. Yu Title: Senior Vice President, General Manager, Microprocessor Products Group Name: F. Thomas Dunlap, Jr. Title: Vice President, General Counsel and Secretary Name: Arvind Sodhani Title: Vice President, Treasurer SCHEDULE 13D Page 12 of 12 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT NO. DOCUMENT PAGE - ----------- ----------------------------------------------------------------------- ------------ Exhibit 1 ModaCAD, Inc. Stock and Warrant Purchase and Investor Rights Agreement, dated April 7, 1999, including Warrants to purchase shares of Common Stock. Exhibit 2 Press Releases of ModaCAD, Inc., dated April 9, 1999.