================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 DIALOGIC CORPORATION (NAME OF SUBJECT COMPANY) INTEL CORPORATION INTEL LMH ACQUISITION CORPORATION (BIDDERS) COMMON STOCK, NO PAR VALUE (TITLE OF CLASS OF SECURITIES) 25249910-8 (CUSIP NUMBER OF CLASS OF SECURITIES) F. THOMAS DUNLAP, JR. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BOULEVARD SANTA CLARA, CALIFORNIA 95052 408-765-1125 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: KENNETH R. LAMB GREGORY J. CONKLIN GIBSON, DUNN & CRUTCHER LLP ONE MONTGOMERY STREET TELESIS TOWER SAN FRANCISCO, CA 94104 (415) 393-8200 ================================================================================ INTRODUCTION This Amendment No. 2 dated July 2, 1999 to Tender Offer Statement on Schedule 14D-1 dated June 7, 1999 (the "Schedule 14D-1") relates to the offer by Intel LMH Acquisition Corporation, a New Jersey corporation, and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"), to purchase all outstanding shares of common stock, no par value of Dialogic Corporation, a New Jersey corporation (the "Company"), at a price of $44 per Share, net to the tendering shareholder in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 7, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"). Capitalized terms used but not defined herein shall have the meanings given such terms in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION Item 10 is hereby amended and supplemented by the addition of the following information thereto: A copy of Intel and the Company's press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for federal antitrust review of the Offer expired at 11:59 p.m., Washington, D.C. time, on Thursday, July 1, 1999, is filed as Exhibit (a)(9) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by the addition of the following exhibit: (a)(9) Press Release dated July 2, 1999, issued by Intel and the Company. SIGNATURE After due 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: July 2, 1999 INTEL LMH ACQUISITION CORPORATION By: /s/ CARY KLAFTER ------------------------------------ Cary Klafter Vice President and Secretary SIGNATURE After due 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: July 2, 1999 INTEL CORPORATION By: /s/ F. THOMAS DUNLAP, JR. ------------------------------------ F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary EXHIBIT INDEX