SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
XIRCOM, INC.
(Name of Issuer)
COMMON STOCK (PAR VALUE $0.001)
(Title of Class of Securities)
983922105
(CUSIP Number)
F. THOMAS DUNLAP, JR.
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)
JANUARY 15, 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 which 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 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 ("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 16 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 7,822,855
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 7,822,855
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 7,822,855
REPORTING PERSON
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
CUSIP No. 983922 10 5 Schedule 13D Page 3 of 16
ITEM 1. Security and Issuer:
Intel Corporation (the "Reporting Person") hereby amends its
statement on Schedule 13D (the "Statement") filed with the
Securities and Exchange Commission on February 22, 1999, as
previously amended, with respect to the common stock, par
value $0.001 per share (the "Common Stock"), of Xircom, Inc.
(the "Issuer"), whose principal executive offices are located
at 2300 Corporate Center Drive, Thousand Oaks, California
91320.
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 to
this Statement.
(b) Address of Principal Business and Principal 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 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 whereby 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.
(f) State of Incorporation: Delaware
CUSIP No. 983922 10 5 Schedule 13D Page 4 of 16
ITEM 3. Source and Amount of Funds or Other Consideration.
On February 28, 1997, the Reporting Person paid $52,278,313.88
in cash to acquire 2,516,405 shares of Common Stock of the
Issuer. In addition, the Reporting Person acquired a warrant
(the "Warrant") to purchase up to 1,509,903 shares of Common
Stock. Funds for the purchase of the securities were derived
from the Reporting Person's working capital.
On February 17, 1999, pursuant to the terms of the Warrant,
the Reporting Person "net exercised" the Warrant. Under the
net exercise, the Issuer retained 995,589 of the shares of
Common Stock that the Reporting Person had the right to
acquire under the Warrant in payment of the aggregate Warrant
exercise price of $40,782,480 ($27.01 per share). The
Reporting Person acquired 514,314 shares of Common Stock as a
result of the net exercise of the Warrant and immediately sold
the 514,314 shares thereby acquired back to the Issuer to
realize a gain on its investment.
As more fully described in Item 4 below, the Reporting Person
has entered into a Stock Option Agreement with the Issuer (the
"Stock Option Agreement"). Pursuant to the Stock Option
Agreement, the Issuer has, among other things, granted the
Reporting Person an Option (as defined in Item 4 below) to
acquire shares of Common Stock as described below. If the
conditions precedent were satisfied to permit the Reporting
Person to exercise its option to purchase shares of Common
Stock pursuant to the Option Agreement and the Reporting
Person so exercised the option, the Reporting Person currently
anticipates that funds for such exercise would be generated by
available working capital. No monetary consideration was paid
by the Reporting Person to the Issuer in connection with
entering into the Merger Agreement (as defined in Item 4
below) or the Stock Option Agreement.
ITEM 4. Purpose of the Transaction.
In August and September 2000, the Reporting Person sold an
aggregate of 647,875 shares of Common Stock pursuant to Rule
144(k) of the Securities Act of 1933, as amended, and retained
1,868,530 shares of Common Stock. The Reporting Person
presently holds these shares of Common Stock of the Issuer as
an investment. Depending upon 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,
through one or more sales
CUSIP No. 983922 10 5 Schedule 13D Page 5 of 16
pursuant to public or private offerings or otherwise. The
Reporting Person may determine to retain some portion of the
shares as an investment.
On January 15, 2001, the Reporting Person, the Issuer and ESR
Acquisition Corporation, a wholly-owned subsidiary of the
Reporting Person ("ESR"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") pursuant to which, subject
to certain conditions, the Reporting Person will acquire the
Issuer. Pursuant to the Merger Agreement and subject to the
terms and conditions set forth therein, the Reporting Person
will make a cash tender offer (the "Offer") to acquire,
through ESR, all of the issued and outstanding shares of
Common Stock of the Issuer for $25 per share. The Offer will
commence no later than ten business days from January 15,
2001. Upon completion of the Offer, it is expected that ESR
will be merged with and into the Issuer (the "Merger"), with
the Issuer remaining as the surviving corporation and a
wholly-owned subsidiary of the Reporting Person. It is also
expected that all shares of Common Stock not purchased in the
Offer will be converted into the right to receive $25 per
share in the Merger.
Concurrently with the execution of the Merger Agreement, the
Reporting Person and the Issuer entered into the Stock Option
Agreement pursuant to which the Issuer granted the Reporting
Person an option (the "Option") to purchase up to 5,954,325
shares of Common Stock (or such other number of shares of
Common Stock as equals 19.9% of the outstanding shares of
Common Stock immediately prior to the time of exercise), at a
price of $25.00 per share of Common Stock, subject to
adjustment in certain circumstances (the "Option Shares"). The
Option will, subject to certain limitations, become
exercisable upon the occurrence of a "Trigger Event" (as
defined in Section 1(b) of the Stock Option Agreement), the
result of which is the Issuer has become obligated to pay a
fee to the Reporting Person pursuant to Section 7.3(a) of the
Merger Agreement. The Stock Option Agreement further provides
that the Reporting Person may, at any time following the
exercise by the Reporting Person of the Option, require the
Issuer to repurchase for cash all of the Option Shares
received by the Reporting Person pursuant to the Stock Option
Agreement. In no event may the "Total Profit" (as defined in
Section 12 of the Stock Option Agreement) of the Reporting
Person under the Stock Option Agreement or the Merger
Agreement exceed $35,000,000. No Trigger Event has occurred at
the time of this filing.
The Option was granted by the Issuer as an inducement to the
Reporting Person to enter into the Merger Agreement and is
intended to increase the likelihood that the transactions
contemplated by the Merger
CUSIP No. 983922 10 5 Schedule 13D Page 6 of 16
Agreement will be consummated in accordance with its terms.
The Option may also discourage persons from proposing a
competing offer to acquire the Issuer or its Common Stock. The
existence of the Option could significantly increase the cost
to a potential acquirer of acquiring the Issuer, compared to
such cost had the Issuer not entered into the Stock Option
Agreement. The Option will terminate and not be exercisable
upon the earlier of: (i) the Expiration Date (as defined in
Section 11 of the Stock Option Agreement, which includes the
effective time of the Merger), (ii) termination of the Merger
Agreement other than as a result of the occurrence of a
Trigger Event, and (iii) one year following the termination of
the Merger Agreement as a result of a Trigger Event.
The foregoing summary of the Stock Option Agreement and the
Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of
such agreements, attached hereto as Exhibits 5 and 6.
Upon consummation of the transactions contemplated by the
Merger Agreement, shares of Common Stock of the Issuer will
cease to be quoted on the Nasdaq National Market System, and
they will be eligible for termination of registration pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
ITEM 5. Interests in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 7,822,855 shares
Neither the filing of this Statement nor any of its
contents shall be deemed to constitute an admission
that the Reporting Person is the beneficial owner of
the Option Shares for purposes of Section 13(d) or
Section 16 of the Exchange Act or for any other
purpose and such beneficial ownership is expressly
disclaimed.
Percent of Class:
The Reporting Person has an Option to purchase
5,954,325 shares of Common Stock (or such other
number of shares of Common Stock as equals 19.9% of
the outstanding shares of Common Stock immediately
prior to the time of exercise of the Option). Based
on the number of outstanding shares of Common Stock
on January 12, 2001, as represented to by the Issuer
in the Merger Agreement, when combined with the
shares of Common Stock already held, the Reporting
Person
CUSIP No. 983922 10 5 Schedule 13D Page 7 of 16
would beneficially own 26.1% of the Common Stock
upon full exercise of the Option.
(b) Sole Power to Vote, Direct the Vote of,
or Dispose of Shares: 7,822,855 shares.
The Reporting Person would have sole voting and
dispositive power with respect to the Option Shares
upon exercise of the Option.
Shared Power to Vote, Direct the Vote of,
or Dispose of Shares: None
(c) Recent Transactions:
Except as described in Item 4 hereof, no transactions
in the shares of Common Stock were effected by the
Reporting Person or, to the best of its knowledge,
any of the persons listed on Appendix A hereto,
during the preceding 60 days.
(d) Rights with Respect to Dividends or Sales Proceeds:
The Reporting Person currently has the sole right to
receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of,
1,868,530 shares of Common Stock covered by this
Statement. Until the Option is exercised, the
Reporting Person has no right to receive or the power
to direct the receipt of dividends from, or the sale
proceeds of the sale of, the Option Shares covered by
this Statement, but will have such power upon
exercise of the Option in accordance with its terms.
(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, dated February 28,
1997, between the Reporting Person and the Issuer, the
Reporting Person has, under certain circumstances, various
rights related to (a) registration of the 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, (d) receiving various
public filings directly from the Issuer on a periodic basis,
and (e) the opportunity to acquire the Issuer or certain
assets of the Issuer if the
CUSIP No. 983922 10 5 Schedule 13D Page 8 of 16
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 Warrant Purchase Agreement, dated January 13,
1997, between the Reporting Person and the Issuer also
contains certain restrictions on transfer of the Common Stock
by the Reporting Person. See the Investor Rights Agreement for
a further description of these provisions.
Pursuant to a Letter Agreement dated February 17, 1999, the
definition of "Market Price" as set forth in the Warrant (used
to determine the number of shares surrendered in payment of
the exercise price of the Warrant upon a net exercise) was
modified to mean, as to a share of Common Stock, the average
closing price as quoted by Reuters for the ten (10) trading
days immediately preceding February 17, 1999. The Letter
Agreement further set out the terms upon which the Issuer
would repurchase the remaining shares resulting from the net
exercise of the Warrant.
Pursuant to the Stock Option Agreement, (i) the Reporting
Person has certain Registration Rights with respect to the
shares of Common Stock purchased upon exercise of the Option,
(ii) the Reporting Person has the option to elect a cash
payment, under specified conditions, from the Issuer in lieu
of exercising the Option, and (iii) the Reporting Person has
the right, under certain conditions, to put the Option Shares
upon exercise of the Option back to the Issuer and require a
cash payment in exchange therefor.
ITEM 7. Material to Be Filed as Exhibits.
CUSIP No. 983922 10 5 Schedule 13D Page 9 of 16
Exhibit 1* Xircom, Inc. Common Stock and Warrant Purchase
Agreement, dated as of January 13, 1997, between
Xircom, Inc. and Intel Corporation.
Exhibit 2* Warrant to Purchase Shares of Common Stock of
Xircom, Inc., dated February 28, 1997.
Exhibit 3* Investor Rights Agreement, dated February 28, 1997,
between Xircom, Inc. and Intel Corporation.
Exhibit 4* Letter Agreement, dated February 17, 1999, between
Xircom, Inc. and Intel Corporation.
Exhibit 5 Agreement and Plan of Merger, dated January 15,
2001, by and among Xircom, Inc., Intel Corporation
and ESR Acquisition Corporation.
Exhibit 6 Stock Option Agreement, dated January 15, 2001, by
and between Intel Corporation and Xircom, Inc.
- ---------------------
* Previously filed.
CUSIP No. 983922 10 5 Schedule 13D Page 10 of 16
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 January 22, 2001 INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
--------------------------------------
F. Thomas Dunlap, Jr.
Senior Vice President, General Counsel
and Secretary
CUSIP No. 983922 10 5 Schedule 13D Page 11 of 16
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: Intel Corporation, 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: President and Chief Executive Officer
Name, principal business Intel Corporation, a manufacturer of microcomputer
components, and address modules and systems.
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 BP Amoco p.l.c., an integrated oil company.
and address of corporation Britannic House, 1 Finsbury Circus
or other organization in London EC2M 7BA
which employment is
conducted:
Citizenship: British
CUSIP No. 983922 10 5 Schedule 13D Page 12 of 16
Name: Winston H. Chen
Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa
Clara,CA 95054
Principal Occupation: Chairman
Name, principal business Paramitas Foundation, a charitable foundation.
and address of corporation 3945 Freedom Circle, Suite 760
or other organization in Santa Clara, CA 95054
which employment is
conducted:
Name: Andrew S. Grove
Business Address: Intel Corporation, 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: Chairman of the Board of Directors
Name, principal business Intel Corporation, a manufacturer of microcomputer
and address of corporation components, modules and systems.
or other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
Name: D. James Guzy
Business Address: The Arbor Company, 1340 Arbor Road, Menlo Park, CA 94025
Principal Occupation: Chairman
Name, principal business The Arbor Company, a limited partnership engaged in the
and address of corporation electronics and computer industry.
or other organization in 1340 Arbor Road
which employment is Menlo Park, CA 94025
conducted:
CUSIP No. 983922 10 5 Schedule 13D Page 13 of 16
Name: Gordon E. Moore
Business Address: Intel Corporation, 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: Chairman Emeritus of the Board of Directors
Name, principal business Intel Corporation, a manufacturer of microcomputer
and address of corporation components, modules and systems.
or other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
Name: David S. Pottruck
Business Address: The Charles Schwab Corporation, 101 Montgomery Street,
San Francisco, CA 94104
Principal Occupation: President and Co-Chief Executive Officer
Name, principal business The Charles Schwab Corporation, a financial services provider
and address of corporation 101 Montgomery Street
or other organization in San Francisco, CA 94104
which employment is
conducted:
Name: Jane E. Shaw
Business Address: AeroGen, Inc., 1310 Orleans Drive, Sunnyvale, CA 94089
Principal Occupation: Chairman and Chief Executive Officer
Name, principal business AeroGen, Inc., a private company specializing in
and address of corporation controlled delivery of drugs to the lungs
or other organization in 1310 Orleans Drive
which employment is Sunnyvale, CA 94089
conducted:
CUSIP No. 983922 10 5 Schedule 13D Page 14 of 16
Name: Leslie L. Vadasz
Business Address: Intel Corporation, 2200 Mission College Boulevard, Santa
Clara, CA 95052
Principal Occupation: Executive Vice President; President, Intel Capital
Name, principal business Intel Corporation, a manufacturer of microcomputer
and address of corporation components, modules and systems.
or other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
Name: David B. Yoffie
Business Address: Harvard Business School, Morgan Hall 215, Soldiers Field
Park Road, Boston, MA 02163
Principal Occupation: Max and Doris Starr Professor of International Business
Administration
Name, principal business Harvard Business School, an educational institution.
and address of corporation Morgan Hall 215,Soldiers Field Park Road
or other organization in Boston, MA 02163
which employment is
conducted:
Name: Charles E. Young
Business Address: University of Florida, 226 Tigert Hall, P.O. Box 113150,
Gainesville, FL 32610
Principal Occupation: Interim President of the University of Florida
Name, principal business University of Florida
and address of corporation 226 Tigert Hall
or other organization in P.O. Box 113150
which employment is Gainesville, FL 32610
conducted:
CUSIP No. 983922 10 5 Schedule 13D Page 15 of 16
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; Director, Sales and
Marketing Group
Name: Paul S. Otellini
Title: Executive Vice President; General Manager, Intel
Architecture Group
Name: Gerhard H. Parker
Title: Executive Vice President; General Manager, New
Business 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, Intel
Architecture Group
Name: F. Thomas Dunlap, Jr.
Title: Senior Vice President, General Counsel and Secretary
Name: Arvind Sodhani
Title: Vice President, Treasurer
CUSIP No. 983922 10 5 Schedule 13D Page 16 of 16
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
Exhibit 1* Xircom, Inc. Common Stock and Warrant Purchase Agreement, dated
January 13, 1997, between Xircom, Inc. and Intel Corporation.
Exhibit 2* Warrant to Purchase Shares of Common Stock of Xircom, Inc., dated
February 28, 1997.
Exhibit 3* Investor Rights Agreement, dated February 28, 1997, between Xircom,
Inc. and Intel Corporation.
Exhibit 4* Letter Agreement, dated February 17, 1999, between Xircom, Inc. and
Intel Corporation.
Exhibit 5 Agreement and Plan of Merger, dated January 15, 2001, by and
among Xircom, Inc., Intel Corporation and ESR Acquisition Corporation.
Exhibit 6 Stock Option Agreement, dated January 15, 2001, by and
between Intel Corporation and Xircom, Inc.
- --------------------
* Previously filed.