SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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)
SOHU.COM INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
83408W103
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 15, 2001
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(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
[X].
*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
CUSIP No. 83408W 10 3 13D Page 2 of 12
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1. NAME OF REPORTING PERSON Intel Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 3,073,750
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 23,427,804
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 3,073,750
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,073,750
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.63 %
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14. TYPE OF REPORTING PERSON CO
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CUSIP No. 83408W 10 3 13D Page 3 of 12
The class of equity securities to which this statement on Schedule 13D (the
"Statement") relates is the Common Stock, par value $.001 per share (the "Common
Stock") of Sohu.com, Inc. (the "Company"), a Delaware corporation. The principal
executive offices of the Company are located at 7 Jianguomen Nei Avenue, Suite
1519, Tower 2, Bright China Chang An Building, Beijing 100005, People's Republic
of China.
ITEM 1. Security and Issuer.
(a) Name and Principal Executive Offices of Issuer:
Sohu.com, Inc. (the "Company")
7 Jianguomen Nei Avenue, Suite 1519, Tower 2
Bright China Chang An Building
Beijing 100005, People's Republic of China
(b) Title of Class of Equity Securities:
Common Stock, par value $0.001
ITEM 2. Identity and Background.
(a) Name of Person Filing:
Intel Corporation. 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.
(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
CUSIP No. 83408W 10 3 13D Page 4 of 12
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.
The Reporting Person shares voting power of the shares of Common Stock
owned by it by virtue of the Sohu.com Inc. Second Amended and Restated
Stockholders' Voting Agreement dated October 18, 1999, by and among the
Reporting Person, the Company and certain other holders of Sohu.com
Common Stock (the "Holders"), including Charles Zhang, Nicholas
Negroponte, Brant C. Binder, Edward B. Roberts, Dow Jones & Company,
Inc. and Maxtech Enterprises Limited ("Maxtech").
Maxtech acquired 876,300 shares (the "Mitco Shares") of Common Stock
through its affiliate, Mitco Limited, between March 9 and March 15, 2001
for an aggregate cost of $800,693.29.
Charles Zhang acquired 10,000 shares (the "Zhang Shares" of Common Stock
on January 17, 2001.
The Holders reported these transactions in a statement on Schedule 13D
filed on March 23, 2001 (the "Holders 13D") pursuant to Section 13 and
Rule 13d-1(a). The Holders have represented in such filing that the
funds for the purchase of the Mitco Shares were derived from Mitco
Limited's working capital and the funds for the purchase of the Zhang
Shares were derived from the personal funds of Charles Zhang.
ITEM 4. Purpose of the Transaction.
The Holders represented in the Holders 13D that the Mitco Shares and the
Zhang Shares were purchased for investment purposes.
ITEM 5. Interest in Securities of the Issuer
(a) Number of Shares Beneficially Owned: As of April 10, 2001, the
Reporting Person is the owner of record of 3,073,750 shares of
Common Stock.
Percent of Class: 8.63% based upon 35,625,716 shares of Common
Stock outstanding as of March 2,2001 as stated by the Issuer in
the Quarterly Report on Form 10-K for the fiscal year ended
December 31,
CUSIP No. 83408W 10 3 13D Page 5 of 12
2000.
(b) (i) Sole Power to Vote, Direct the Vote, or Dispose of
Shares: 3,073,750
(ii) Shared Power to Vote or Direct the Vote of Shares:
23,427,804
(c) Recent Transactions: The Reporting Person effected the following
recent transactions:
On January 29, 2001, the Reporting Person sold 7,000 shares of
Common Stock at an average price of $1.4732 per share.
On March 7, 2001, the Reporting Person sold 15,000 shares of
Common Stock at an average price of $1.0000 per share.
On March 9, 2001, the Reporting Person sold 90,000 shares of
Common Stock at an average price of $0.8263 per share.
On March 12, 2001, the Reporting Person sold 45,000 shares of
Common stock at an average price of $0.8576 per share.
On March 13, 2001, the Reporting Person sold 65,000 shares of
Common Stock at an average price of $0.9063 per share.
On March 14, 2001, the Reporting Person sold 30,000 shares of
Common Stock at an average price of $1.0375 per share.
On March 15, 2001, the Reporting Person sold 25,000 shares of
Common Stock at an average price of $0.9688 per share.
The Reporting Person intends to enter into an agreement to sell
its remaining shares of Common Stock of the Company to Beijing
University JB Group.
(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.
The Reporting Person, the Company and the Holders are all parties to the
Sohu.com Inc. Second Amended and Restated Stockholders' Voting Agreement
dated October 18, 1999, pursuant to which the parties have agreed to
vote their
CUSIP No. 83408W 10 3 13D Page 6 of 12
shares of Common Stock in favor of the nominees for directors selected
by each of Intel Corporation, Dow Jones & Company, Inc. and Maxtech
Enterprises Limited.
ITEM 7. Material to be Filed as Exhibits.
The Sohu.com Inc. Second Amended and Restated Stockholders' Voting
Agreement dated October 18, 1999 is incorporated by reference to Exhibit
2 of the Statement on Form 13D filed by Charles Zhang, Nicholas
Negroponte, Brant C. Binder, Edward B. Roberts, Maxtech Enterprises
Limited, Mitco Limited and Dow Jones & Company, Inc. on March 23, 2001.
CUSIP No. 83408W 10 3 13D Page 7 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 12, 2001
INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
-------------------------------------
F. Thomas Dunlap, Jr.
Senior Vice President, General
Counsel and Secretary
CUSIP No. 83408W 10 3 13D Page 8 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: Intel Corporation, 2200 Mission College Boulevard,
Santa Clara, CA 95052
Principal Occupation: President and Chief Executive Officer
Name, principal Intel Corporation, a manufacturer of microcomputer
business and address of components, modules and systems.
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 BP Amoco p.l.c., an integrated oil company.
business and address of Britannic House, 1 Finsbury Circus
corporation or other London EC2M 7BA
organization in which
employment is conducted:
Citizenship: British
CUSIP No. 83408W 10 3 13D Page 9 of 12
Name: Winston H. Chen
Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760,
Santa Clara, CA 95054
Principal Occupation: Chairman
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: Intel Corporation, 2200 Mission College Boulevard,
Santa Clara, CA 95052
Principal Occupation: Chairman of the Board of Directors
Name, principal Intel Corporation, a manufacturer of microcomputer
business and address of components, modules and systems.
corporation or other 2200 Mission College Boulevard
organization in which Santa Clara, CA 95052
employment is
conducted:
Name: D. James Guzy
Business Address: The Arbor Company, 1340 Arbor Road, Menlo Park,
CA 94025
Principal Occupation: Chairman
Name, principal The Arbor Company, a limited partnership engaged
business and address of in the electronics and computer industry.
corporation or other 1340 Arbor Road
organization in which Menlo Park, CA 94025
employment is
conducted:
CUSIP No. 83408W 10 3 13D Page 10 of 12
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 Intel Corporation, a manufacturer of microcomputer
business and address of components, modules and systems.
corporation or other 2200 Mission College Boulevard
organization in which Santa Clara, CA 95052
employment is
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 The Charles Schwab Corporation, a financial
business and address of services provider
corporation or other 101 Montgomery Street
organization in which San Francisco, CA 94104
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 AeroGen, Inc., a pulmonary drug delivery company
business and address of 1310 Orleans Drive
corporation or other Sunnyvale, CA 94089
organization in which
employment is conducted:
CUSIP No. 83408W 10 3 13D Page 11 of 12
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 Intel Corporation, a manufacturer of microcomputer
business and address of components, modules and systems.
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 Park Road, Boston, MA 02163
Principal Occupation: Max and Doris Starr Professor of International
Business Administration
Name, principal Harvard Business School, an educational institution.
business and address of Morgan Hall 215,Soldiers Field Park Road
corporation or other Boston, MA 02163
organization in 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: President of the University of Florida
Name, principal University of Florida
business and address of 226 Tigert Hall
corporation or other P.O. Box 113150
organization in which Gainesville, FL 32610
employment is conducted:
CUSIP No. 83408W 10 3 13D Page 12 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: 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 Business Group
Name: Michael R. Splinter
Title: Executive Vice President; General Manager, Technology and Manufacturing
Group
Name: F. Thomas Dunlap, Jr.
Title: Senior Vice President, General Counsel and Secretary
Name: Robert J. Baker
Title: Vice President; Co-General Manager, Technology and Manufacturing Group
Name: Arvind Sodhani
Title: Vice President, Treasurer