SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Panja, Inc. --------------------------------- (Name of Issuer) Common Stock, $0.01 par value --------------------------------- (Title of Class of Securities) 698493103 --------------------------------- (CUSIP Number) F. Thomas Dunlap Senior 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 1, 2001 --------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1 (e), 13d-1 (f) or 13d-1 (g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. 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 Pages CUSIP No. 698493103 Schedule 13D/A Page 2 of 12 Pages 1. NAME OF REPORTING PERSON: INTEL CORPORATION S.S. or I.R.S. IDENTIFICATION NO. OF 94-1672743 ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS** N/A 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 7. SOLE VOTING POWER: 238,057 NUMBER OF SHARES 8. SHARED VOTING POWER: -0- BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 238,057 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 238,057 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.1% consisting of an exercisable warrant to purchase 238,057 shares. 14. TYPE OF REPORTING PERSON: CO **SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 698493103 Schedule 13D/A Page 3 of 12 Pages This Amendment No. 1 amends the Schedule 13D dated December 15, 1999 and filed by the Reporting Person. This Amendment No. 1 reports, among other things, the sales of an aggregate of 423,212 shares of Common Stock of the Issuer by the Reporting Person from April 23, 2001 through August 1, 2001. ITEM 1. Security and Issuer. (a) Name of Principal Executive Offices of Issuer: Panja, Inc (the "Issuer") 3000 Research Drive Richardson, TX 75082 (b) Title of Class of Equity Securities: Common Stock, $0.01 par value ("Common Stock") ITEM 2. Identity and Background. (a) Name of Person Filing: Intel Corporation (the "Reporting Person") (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 executive 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 executive 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. CUSIP No. 698493103 Schedule 13D/A Page 4 of 12 Pages (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. ITEM 4. Purpose of the Transaction. On December 15, 1999, the Reporting Person acquired 423,212 shares of Common Stock and a warrant (the "Warrant") to purchase 238,057 shares of Common Stock for $5.0 million pursuant to a Securities Purchase and Investor Rights Agreement dated December 15, 1999 (the "Securities Purchase Agreement"). The Reporting Person also acquired an additional warrant (the "Additional Warrant") to purchase 79,352 shares of Common Stock which would only become exercisable upon satisfaction of certain milestones. From April 23, 2001 through August 1, 2001, the Reporting Person sold an aggregate of 423,212 shares of Common Stock. On June 15, 2001, the Additional Warrant expired without becoming exercisable. The Reporting Person continues to hold the Warrant as an investment. As part of the Securities Purchase Agreement, the Reporting Person has agreed not to acquire more than 19.99% of the Issuer's Common Stock, subject to certain exceptions. The Reporting Person will from time to time explore opportunities for liquidating all or a portion of the Warrant, through one or more sales pursuant to public or private offerings or otherwise depending upon the Reporting Person's evaluation of market conditions, market price, alternative investment opportunities, liquidity needs and other factors. The Reporting Person may determine to retain some portion of the Warrant as an investment. In addition, the Reporting Person and the Issuer have entered into a cooperation agreement. Pursuant to that agreement, the Reporting Person and the Issuer will cooperate with each other to port certain products on Issuer architecture. ITEM 5. Interest in Securities of the Issuer. The information contained in Item 4 is incorporated herein by this reference. CUSIP No. 698493103 Schedule 13D/A Page 5 of 12 Pages (a) Number of Shares Beneficially Owned: 238,057 shares of Common Stock. Percent of Class: 2.1% of the Issuer's outstanding Common Stock (based upon 10,994,108 shares of Common Stock outstanding as of July 11, 2001, as reported in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on July 30, 2001). In accordance with Rule 13d-3, the number of shares included in the above calculation includes the 238,057 shares issuable upon exercise of the Warrant because it is currently exercisable. (b) Sole Power to Vote, Direct the Vote of, Dispose of, or Direct the Disposition of Shares: 238,057 shares of Common Stock. (c) Recent Transactions: On April 23, 2001, the Reporting Person sold 25,000 shares of Common Stock at a price per share of $2.8879 in a brokerage transaction. On April 26, 2001, the Reporting Person sold 65,000 shares of Common Stock at a price per share of $2.6999 in a brokerage transaction. On April 30, 2001, the Reporting Person sold 5,000 shares of Common Stock at a price per share of $3.0899 in a brokerage transaction. On June 15, 2001, the Additional Warrant expired without becoming exercisable. On August 1, 2001, the Reporting Person sold 328,212 shares of Common Stock at a price per share of $3.00 in a private placement. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: August 1, 2001 CUSIP No. 698493103 Schedule 13D/A Page 6 of 12 Pages ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to a Securities Purchase Agreement dated August 1, 2001, the Reporting Person sold 328,212 shares of Common Stock (as more fully described in Item 5(c) above) in a private placement to Special Situations Fund. ITEM 7. Material to be Filed as Exhibits. Exhibit 1 Securities Purchase Agreement between the Issuer and the Reporting Person dated December 15, 1999.* Exhibit 2 Equity Warrant dated December 15, 1999.* Exhibit 3 Business Warrant dated December 15, 1999.* Exhibit 4 Securities Purchase Agreement between the Reporting Person and Special Situations Fund dated August 1, 2001. *Previously filed. CUSIP No. 698493103 Schedule 13D/A Page 7 of 12 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 2, 2001. INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. ------------------------- F. Thomas Dunlap, Jr. Senior Vice President, General Counsel and Secretary CUSIP No. 698493103 Schedule 13D/A Page 8 of 12 Pages 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 Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal President and Chief Executive Officer Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: John Browne Business BP Amoco p.l.c., Britannic House, 1 Finsbury Address: Circus, London EC2M 7BA Principal Group Chief Executive Occupation: Name, principal BP Amoco p.l.c., an integrated oil company. business and Britannic House, 1 Finsbury Circus address of London EC2M 7BA corporation or other organization in which employment is conducted: Citizenship: British CUSIP No. 698493103 Schedule 13D/A Page 9 of 12 Pages Name: Winston H. Chen Business Paramitas Foundation, 3945 Freedom Circle, Address: Suite 760, Santa Clara, CA 95054 Principal Chairman Occupation: Name, principal Paramitas Foundation, a charitable foundation. business and 3945 Freedom Circle, Suite 760 address of Santa Clara, CA 95054 corporation or other organization in which employment is conducted: Name: Andrew S. Grove Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Chairman of the Board of Directors Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: D. James Guzy Business The Arbor Company, 1340 Arbor Road, Menlo Address: Park, CA 94025 Principal Chairman Occupation: Name, principal The Arbor Company, a limited partnership business and engaged in the electronics and computer address of industry. corporation or 1340 Arbor Road other Menlo Park, CA 94025 organization in which employment is conducted: CUSIP No. 698493103 Schedule 13D/A Page 10 of 12 Pages Name: Reed E. Hundt Business Charles Ross Partners LLC, 1909 K Street NW, Address: Suite 820, Washington, DC 20006 Principal Principal Partner Occupation: Name, principal Charles Ross Partners LLC, a law firm. business and 1909 K Street NW, Suite 820 address of Washington, DC 20006 corporation or other organization in which employment is conducted: Name: David S. Pottruck Business The Charles Schwab Corporation, 101 Montgomery Address: Street, San Francisco, CA 94104 Principal President and Co-Chief Executive Officer Occupation: Name, principal The Charles Schwab Corporation, a financial business and services provider address of 101 Montgomery Street corporation or San Francisco, CA 94104 other organization in which employment is conducted: Name: Jane E. Shaw Business AeroGen, Inc., 1310 Orleans Drive, Sunnyvale, Address: CA 94089 Principal Chairman and Chief Executive Officer Occupation: Name, principal AeroGen, Inc., a pulmonary drug delivery business and company address of 1310 Orleans Drive corporation or Sunnyvale, CA 94089 other organization in which employment is conducted: CUSIP No. 698493103 Schedule 13D/A Page 11 of 12 Pages Name: Leslie L. Vadasz Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Executive Vice President; President, Intel Occupation: Capital Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: David B. Yoffie Business Harvard Business School, Morgan Hall 215, Address: Soldiers Field Park Road, Boston, MA 02163 Principal Max and Doris Starr Professor of International Occupation: Business Administration Name, principal Harvard Business School, an educational business and institution. address of Morgan Hall 215,Soldiers Field Park Road corporation or Boston, MA 02163 other organization in which employment is conducted: Name: Charles E. Young Business University of Florida, 226 Tigert Hall, P.O. Address: Box 113150, Gainesville, FL 32610 Principal President of the University of Florida Occupation: Name, principal University of Florida business and 226 Tigert Hall address of P.O. Box 113150 corporation or Gainesville, FL 32610 other organization in which employment is conducted: CUSIP No. 698493103 Schedule 13D/A Page 12 of 12 Pages 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: Andy D. Bryant Title: Executive Vice President; Chief Financial and Enterprise Services Officer Name: Sean M. Maloney Title: Executive Vice President; General Manager, Intel Communications Group Citizens British hip: Name: Paul S. Otellini Title: Executive Vice President; General Manager, Intel Architecture Business Group Name: Michael R. Splinter Title: Executive Vice President; General Manager, Sales and Marketing Group Name: F. Thomas Dunlap, Jr. Title: Senior Vice President; General Counsel and Secretary Name: Ronald J. Smith Title: Senior Vice President; General Manager, Wireless Communications and Computing Group Name: Robert J. Baker Title: Vice President; General Manager, Technology and Manufacturing Group Name: Arvind Sodhani Title: Vice President, Treasurer