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. 5)*
PHOENIX TECHNOLOGIES LTD.
-------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
-------------------------------------------
(Title of Class of Securities)
719153 10 8
-------------------------------------------
(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)
February 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 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 10 Pages
CUSIP No. 719153 10 8 Schedule 13D/A Page 2 of 10
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) [ ]
A GROUP** (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 -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES**
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 0%
ROW (11)
14. TYPE OF REPORTING PERSON CO
**SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 719153 10 8 Schedule 13D/A Page 3 of 10
Intel Corporation ("Intel" or the "Reporting Person") hereby
amends its statement on Schedule 13D filed with the Securities
and Exchange Commission on February 26, 1996, as previously
amended, with respect to the Common Stock (the "Common Stock") of
Phoenix Technologies Ltd. ("Phoenix" or the "Issuer").
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.
(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.
(f) State of Incorporation: 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.
CUSIP No. 719153 10 8 Schedule 13D/A Page 4 of 10
ITEM 5. Interest in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: -0-
Percent of Class: 0%
(b) Sole Power to Vote, Direct the Vote of, or
Dispose of Shares: -0-
(c) Recent Transactions:
On February 15, the Issuer repurchased from the
Reporting Person a warrant to purchase
1,073,965 shares of the Issuer's Common Stock.
The exercise price of the warrant was $15.22
per share and was repurchased by the Issuer for
$2.9 million. On February 23, 2001, the
Reporting Person sold an additional 894,971
shares of Common Stock in an open market
transaction for cash at a purchase price of
$17.00 per share. Such shares were sold
pursuant to Rule 144(k) promulgated under the
Securities Act of 1933, as amended.
(d) Rights with Respect to Dividends or Sales
Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial
Ownership: February 15, 2001
CUSIP No. 719153 10 8 Schedule 13D/A Page 5 of 10
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 27, 2001
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
------------------------
F. Thomas Dunlap, Jr.
Senior Vice President,
General Counsel and
Secretary
CUSIP No. 719153 10 8 Schedule 13D/A Page 6 of 10
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. 719153 10 8 Schedule 13D/A Page 7 of 10 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. 719153 10 8 Schedule 13D/A Page 8 of 10 Pages
Name: Gordon E. Moore
Business Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal Chairman Emeritus 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: 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. 719153 10 8 Schedule 13D/A Page 9 of 10 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. 719153 10 8 Schedule 13D/A Page 10 of 10 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
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: Robert J. Baker
Title: Vice President; Co-General Manager, Technology and
Manufacturing Group
Name: Arvind Sodhani
Title: Vice President, Treasurer