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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
VTEL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92658-10-9
(CUSIP Number)
F. Thomas Dunlap
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)
May 19, 1997
(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
(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
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 17
CUSIP No. 92658N 10 1 13D/A Page 2 of 17
1. NAME OF REPORTING PERSON Intel
Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 94-1672743
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 1,604,799
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,604,799
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,604,799
REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11.29%
(11)
14. TYPE OF REPORTING PERSON CO
CUSIP No. 92658N 10 1 13D/A Page 3 of 17
Intel Corporation ("Intel" or the "Reporting Person") hereby
amends its statement on Schedule 13D filed with the Securities
and Exchange Commission on November 2, 1993 (the "13D"), as
amended by Amendment No. 1 filed on September 22, 1995 and
Amendment No. 2 filed on February 1, 1996, with respect to the
common stock (the "Common Stock") of VTEL Corporation ("VTEL" or
the "Issuer"). This Amendment No. 3 is made to report the
purchase of additional shares of Common Stock.
ITEM 2. Identity and Background.
(a) Name of Person Filing:
Intel Corporation
(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.
(f) Place of Organization:
Delaware
CUSIP No. 92658N 10 1 13D/A Page 4 of 17
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.
ITEM 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Development and License Agreement dated
October 22, 1993, the Issuer was obligated to refund
to the Reporting Person $901,170 in respect of
unexpended funding for certain development activities
undertaken by the Issuer. In lieu of repaying such
amount in cash, the Issuer issued 155,040 shares of
Common Stock to the Reporting Person.
ITEM 4. Purpose of the Transaction.
Intel acquired 155,040 additional shares of VTEL
Common Stock as an investment in lieu of receiving a
cash refund of unexpended funding for development
activities as described above under Item 3.
Intel presently holds its shares of Common Stock as an
investment. Depending upon Intel's evaluation of
market conditions, market price, alternative
investment opportunities, liquidity needs and other
factors, Intel will from time to time explore
opportunities for liquidating all or a portion of its
equity ownership in VTEL, through one or more sales
pursuant to public or private offerings or otherwise.
Intel may determine to retain some portion of such
securities as an investment.
ITEM 5. Interest in Securities of the Issuer.
(a) Number of Shares 1,604,799 shares
Beneficially Owned:
Right to Acquire: 0 shares
Percent of Class: 11.29% (based on
14,219,773 shares
outstanding as
reported in VTEL's
Joint Proxy
Statement/Prospect
us filed with the
Securities and
Exchange
Commission on
4/25/97 and taking
into account the
issuance of
155,040 shares to
Intel)
(b) Sole Power to vote, Direct
the Vote of,
CUSIP No. 92658N 10 1 13D/A Page 5 of 17
or Dispose of Shares:
1,604,799 shares
(c) Recent Transactions:
As described in Items 3 and 4 above, pursuant
to an Agreement dated May 19, 1997 between VTEL
and Intel (the "Agreement"), on May 19, 1997,
Intel acquired an additional 155,040 shares of
VTEL Common Stock at a price of $5.8125 per
share in lieu of receiving a refund of
unexpended funding for development activities.
(d) Rights with Respect to
Dividends or Sales N/A
Proceeds:
(e) Date of Cessation of Five
Percent Beneficial N/A
Ownership:
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Pursuant to the Agreement, VTEL agreed to register all
of Intel's shares of Common Stock within 180 days
after consummation of a pending merger with
Compression Labs, Inc. and if such merger is not
consummated prior to September 30, 1997, to register
such shares prior to November 20, 1997.
ITEM 7. Material to be Filed as Exhibits.
*Exhibit 1 Common Stock and Warrant Purchase
Agreement
*Exhibit 2 Investor Rights Agreement
*Exhibit 3 Warrant
*Exhibit 4 Intel/VTEL Joint Press Release dated
August 23, 1933
*Exhibit 5 Agreement dated September 15, 1995
Exhibit 6 Agreement dated May 19, 1997
---------------------
*Previously filed
CUSIP No. 92658N 10 1 13D/A Page 6 of 17
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: May 23, 1997.
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
CUSIP No. 92658N 10 1 13D/A Page 7 of 17
APPENDIX A
DIRECTORS
The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director:
Name: Craig R. Barrett
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal President and Chief Operating Officer of Intel
Occupation: Corporation
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 The British Petroleum Company plc, Britannic
Address: House, 1 Finsbury Circus, London EC2M 7BA
Principal Group Chief Executive
Occupation:
Name, principal The British Petroleum Company plc, an
business and integrated oil company.
address of Britannic House, 1 Finsbury Circus
corporation or London EC2M 7BA
other
organization in
which employment
is conducted:
CUSIP No. 92658N 10 1 13D/A Page 8 of 17
Name: Winston H. Chen
Business Paramitas Foundation, 3945 Freedom Circle,
Address: Suite 760, Santa Clara, CA 95054
Principal Chairman of Paramitas Foundation
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 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Chairman of the Board of Directors and Chief
Occupation: Executive Officer of Intel Corporation
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 1340 Arbor Road, Menlo Park, CA 94025
Address:
Principal Chairman of The Arbor Company
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. 92658N 10 1 13D/A Page 9 of 17
Name: Gordon E. Moore
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Chairman Emeritus of the Board of Intel
Occupation: Corporation
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: Max Palevsky
Business 924 Westwood Boulevard, Suite 700, Los Angeles
Address: CA 90024
Principal Industrialist
Occupation:
Name, principal Self-employed.
business and
address of
corporation or
other
organization in
which employment
is conducted:
Name: Arthur Rock
Business One Maritime Plaza, Suite 1220, San Francisco,
Address: CA 94111
Principal Venture Capitalist
Occupation:
Name, principal Arthur Rock and Company, a venture capital
business and firm.
address of One Maritime Plaza, Suite 1220
corporation or San Francisco, CA 94111
other
organization in
which employment
is conducted:
CUSIP No. 92658N 10 1 13D/A Page 10 of 17
Name: Jane E. Shaw
Business c/o Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal Founder of The Stable Network, a
Occupation: biopharmaceutical consulting company
Name, principal c/o Intel Corporation
business and 2200 Mission College Boulevard
address of Santa Clara, CA 95052
corporation or
other
organization in
which employment
is conducted:
Name: Leslie L. Vadasz
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Senior Vice President, Director, Corporate
Occupation: Business Development, Intel Corporation
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, Soldiers Field Park 1-
Address: 411, Boston, MA 92163
Principal Max and Doris Starr Professor of International
Occupation: Business Administration
Name, principal Harvard Business School, an educational
business and institution.
address of Harvard Business School
corporation or Soldiers Field Park 1-411
other Boston, MA 92163
organization in
which employment
is conducted:
CUSIP No. 92658N 10 1 13D/A Page 11 of 17
Name: Charles E. Young
Business 405 Hilgard Avenue, Los Angeles, CA 90024
Address:
Principal Chancellor
Occupation:
Name, principal University of California at Los Angeles, an
business and educational institution.
address of 405 Hilgard Avenue
corporation or Los Angeles, CA 90024
other
organization in
which employment
is conducted:
CUSIP No. 92658N 10 1 13D/A Page 12 of 17
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: Frank C. Gill
Title: Executive Vice President, General Manager, Internet
and Communications Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
Name: Paul S. Otellini
Title: Executive Vice President, Director, Sales and
Marketing Group
Name: Gerhard H. Parker
Title: Executive Vice President, General Manager, Technology
and Manufacturing Group
Name: Ronald J. Whittier
Title: Senior Vice President, General Manager, Content Group
Name: Albert Y. C. Yu
Title: Senior Vice President, General Manager,
Microprocessor Products Group
Name: Michael A. Aymar
Title: Vice President, General Manager, Desktop Products
Group
Name: Andy D. Bryant
Title: Vice President and Chief Financial Officer
Name: Dennis L. Carter
Title: Vice President, Director, Sales and Marketing Group
Name: F. Thomas Dunlap, Jr.
Title: Vice President, General Counsel and Secretary
Name: Patrick P. Gelsinger
Title: Vice President, General Manager, Desktop Products
Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
Name: John H. F. Miner
Title: Vice President, General Manager, Enterprise Server
Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
CUSIP No. 92658N 10 1 13D/A Page 13 of 17
Name: Stephen P. Nachtsheim
Title: Vice President, General Manager, Mobile/Handheld
Products Group
Name: Ronald J. Smith
Title: Vice President, General Manager, Computing
Enhancement Group
Name: Arvind Sodhani
Title: Vice President, Treasurer
Name: Michael R. Splinter
Title: Vice President, Assistant General Manager, Technology
and Manufacturing Group
CUSIP No. 92658N 10 1 13D/A Page 14 of 17
EXHIBIT 6
AGREEMENT DATED 5/19/97
AGREEMENT
This Agreement ("Agreement") is made and entered into as of May
19, 1997 by and between INTEL CORPORATION, a Delaware corporation
("Intel"), and VTEL CORPORATION, a Delaware corporation ("VTEL").
A. Intel and VTEL have entered into a Development and License
Agreement dated effective as of October 22, 1993 (the
"Development and License Agreement");
B. Pursuant to Section 2.5 of the Development and License
Agreement, upon execution thereof, Intel paid to VTEL the
amount of $3,000,000 to be used for engineering expenses
attributable to tasks undertaken under the Development and
License Agreement; and
C. Pursuant to Section 2.6 of the Development and License
Agreement, on October 22, 1996, VTEL became obligated to
refund to Intel $901,170 of the $3,000,000 previously
advanced by Intel to VTEL but not earned by VTEL for NRE
funding (as defined therein); and
D. In lieu of the obligation of VTEL to refund to Intel the
amount of $901,170 due and owing by VTEL to Intel under the
Development and License Agreement in respect of unexpended
NRE funding, VTEL and Intel have agreed that VTEL shall
issue to Intel 155,040 shares of its common stock in full
satisfaction of VTEL's obligation to refund $901,170 to
Intel as aforesaid and the parties have reached the
agreements herein contained.
NOW, THEREFORE, in consideration of the forgoing recitals and
mutual promises hereinafter set forth and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Issuance of Stock in Satisfaction of Unfunded NRE
Reimbursement. Within ten (10) business days of the
execution of this Agreement, VTEL shall cause to be
delivered to Intel a stock certificate representing 155,040
shares of VTEL common stock (the "Shares").
2. Satisfaction and Discharge. Intel agrees that effective
upon receipt of the stock certificate referred to in
paragraph 1 above, the obligation of VTEL to refund to Intel
any amounts previously advanced by Intel to VTEL under
Section 2.5 of the Development and License Agreement shall
be satisfied and discharged and shall be of no further
effect, and shall be deemed satisfied in all respects by the
delivery of the Shares in lieu of the cash amount otherwise
due under Section 2.6 of the Development and License
Agreement. Upon receipt of such stock certificate, Intel
shall promptly return to VTEL the Letter of Credit (as
defined in the Development and License Agreement), which as
of the date hereof has
CUSIP No. 92658N 10 1 13D/A Page 15 of 17
an undrawn face amount of $888,670, and VTEL's obligations
to maintain such standby Letter of Credit under the terms of
the Development and License Agreement shall terminate.
Intel agrees to make no further draws on the Letter of
Credit from and after the date hereof. Except as set forth
herein, the Development and License Agreement shall continue
in accordance with its terms and shall not otherwise be
modified.
3. Securities Act Representations. Intel represents and
warrants to VTEL as follows:
(i) Intel acknowledges that it has had an opportunity to
discuss the business, affairs and current prospects of
VTEL with its officers. Intel further acknowledges
having had access to information about VTEL that it has
requested.
(ii) The Shares that Intel is acquiring hereunder are being
acquired for its own account, not as a nominee or agent
and not with a view to or in connection with the sale
or distribution of any part thereof.
(iii)Intel understands that the Shares have not been
registered under the Securities Act of 1933 (the
"Securities Act") on the basis that the sale provided
for herein is exempt from registration under the
Securities Act and that the reliance of VTEL on such
exemption is predicated in part on Intel's
representation set forth in this Agreement.
(iv) Intel acknowledges that it is able to fend for itself
in the transactions contemplated by this Agreement and
has the ability to bear the economic risk of its
investment pursuant to this Agreement.
(v) Intel understands that the Shares are restricted
securities within the meaning of Rule 144 under the
Securities Act; that the Shares are not registered and
must be held indefinitely unless they are subsequently
registered or an exemption from such registration is
available; that in any event, the exemption from
registration under Rule 144 will not be available for
at least one year.
(vi) It is understood that the certificates representing the
Shares will be legended as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE
AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED.
4. Representations by VTEL. VTEL represents and warrants to
Intel as follows:
(i) VTEL has filed all reports required to be filed with
the Securities and Exchange Commission ("SEC") pursuant
to the Securities Act and the Securities Exchange
CUSIP No. 92658N 10 1 13D/A Page 16 of 17
Act of 1934, and all such filings comply as to form, in
all material respects, with the rules and regulations
promulgated by the SEC thereunder. No such filing
contains any untrue statement of a material fact or
omits to state a material fact necessary in order to
make the statements made therein, in light of the
circumstances under which they are made, not
misleading.
(ii) Since the date of VTEL's most recent SEC filing on Form
10-K or Form 10-Q, there has been no material adverse
change in the assets, liabilities, financial condition,
business, operations or affairs of VTEL from that
reflected in the financial statements contained in such
filing, except changes in the ordinary course of
business which have not been, in the aggregate,
materially adverse to VTEL.
(iii)There are no actions, suits, proceedings or
investigations pending, or, to VTEL's best knowledge,
threatened, against VTEL or any of its properties
before any court or governmental agency which has not
been disclosed in VTEL's SEC filings. VTEL is not a
party to or subject to the provisions of any order,
writ, injunction, judgment, or decree of any court or
governmental agency or instrumentality which is not
disclosed in VTEL's SEC filings.
5. Registration. VTEL agrees to file a Form S-3 Registration
Statement registering for public sale the Shares of VTEL
common stock issued by VTEL to Intel, including (without
limitation) the shares issued to Intel by VTEL pursuant to
the terms hereof and shares issued by VTEL to Intel pursuant
to the Common Stock and Warrant Purchase Agreement dated
October 25, 1993 between VTEL and Intel, and shares issued
to Intel pursuant to the Warrant to Purchase 1,199,124
shares of Common Stock of VTEL issued to Intel pursuant to
such aforesaid Common Stock and Warrant Purchase Agreement;
provided, VTEL shall have no obligation to cause such
Registration Statement to be filed until after the
occurrence of the consummation of the pending acquisition of
Compression Labs, Incorporated by VTEL (the "Merger") and
the lapse of all restriction periods necessary in order for
such Merger to be accounted for as a pooling of interests.
Notwithstanding anything to the contrary contained herein,
such Registration Statement shall be filed by VTEL no later
than the 180th day following the consummation of the Merger
or, in the event that the Merger shall not have been
consummated by September 30, 1997, such Registration
Statement shall be filed by VTEL no later than November 30,
1997.
6. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all
of which shall constitute one instrument.
7. Governing Law. This Agreement shall be governed by the laws
of Delaware.
8. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject
matter hereof.
CUSIP No. 92658N 10 1 13D/A Page 17 of 17
9. Successors and Assigns. This Agreement shall be binding
upon the parties and their successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
VTEL CORPORATION
108 Wild Basin Road
Austin, Texas 78746
By: /s/Rodney S. Bond
Rodney S. Bond
Vice President-Finance
INTEL CORPORATION
2200 Mission College Boulevard
Santa Clara, California 95052
By: /s/Arvind Sodhani
Arvind Sodhani
Vice President and Treasurer