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. 2)*
STYLECLICK, INC.
-------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value
-------------------------
(Title of Class of Securities)
864221 10 2
-------------------------
(CUSIP Number)
F. Thomas Dunlap
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)
April 26, 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 12 Pages
CUSIP No. 864221 10 2 Schedule 13D/A Page 2 of 12 Pages
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 GROUP** (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS**
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
7. SOLE VOTING POWER: 991,208
NUMBER OF
SHARES 8. SHARED VOTING POWER: N/A
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 991,208
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 991,208
REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 10.27%
(11):
14. TYPE OF REPORTING PERSON: CO
**SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 864221 10 2 Schedule 13D/A Page 3 of 12 Pages
This Amendment No. 2 amends and supplements Items 1, 4, and
5 of the statement on Schedule 13D (the "13D"), and the cover
page thereto, filed April 19, 1999 and amended February 3, 2000
by Intel Corporation (the "Reporting Person"), with respect to
its beneficial ownership of common stock issued my ModaCAD, Inc.,
a California corporation, which changed its legal name to
Styleclick.com, Inc. in July 1999 and was subsequently acquired
by Styleclick, Inc. in July, 2000 (the "Issuer"). Specifically,
this Amendment No. 2 contains information relating to certain
sales of Issuers stock by the Reporting Person and the resulting
decrease in beneficial ownership.
ITEM 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices
of Issuer:
Styleclick.com Inc.
3861 Sepulveda Blvd.
Culver City, CA 90230
(b) Title of Class of Equity Securities:
Common Stock
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
CUSIP No. 864221 10 2 Schedule 13D/A Page 4 of 12 Pages
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.
ITEM 4. Purpose of the Transaction.
On November 12, 1997, the Reporting Person and Issuer
entered into a Development Agreement (the "Development
Agreement"), pursuant to which Issuer agreed to pay
Reporting Person a stream of future royalties. The
Reporting Person subsequently agreed to terminate the
future royalty obligations under the Development
Agreement in consideration of the Issuer granting to
the Reporting Person a certain number of shares and
warrants to purchase Common stock of the Issuer.
Pursuant to a Stock and Warrant Purchase and Investors
Rights Agreement, dated April 7, 1999, between the
Reporting Person and the Issuer (the "Purchase
Agreement"), the Reporting Person purchased from the
Issuer Four Hundred Fifty-Five Thousand Two Hundred
Eighteen (455,218) shares of Issuer's Common Stock
(the "Shares") at an agreed upon aggregate value of
Five Million Dollars ($5,000,000). In addition, the
Issuer issued to the Reporting Person three warrant
(each as "Warrant" and collectively, the "Warrants")
to purchase up to an aggregate of Five Hundred Thirty-
Eight Thousand Six Hundred Seventy-Four (538,674)
shares of Issuer's Common Stock (the "Warrant
Shares"). A copy of the Purchase Agreement was filed
as Exhibit 1 to the original 13D and is incorporated
by the reference.
The first Warrant is a 5-year warrant to acquire One
Hundred Fifty-Nine Thousand Three Hundred Twenty-Six
(159,326) shares of Issuer's Common Stock at an
exercise price of Ten Dollars and Ninety-Eight Cents
($10.98) per share. The second Warrant is a 1-year
warrant to acquire One Hundred Eighty-Nine Thousand
Six Hundred Seventy-Four (189,674) shares of Issuer's
Common Stock at an exercise price of Thirteen Dollars
and Eighteen Cents ($13.18) per share. The third
warrant is a 15-month warrant to acquire One Hundred
Eighty-Nine Thousand Six Hundred Seventy-Four
(189,674) shares of Issuer's Common Stock at an
exercise price of Thirteen Dollars and Eighteen Cents
($13.18) per share. All the Warrants are currently
exercisable.
CUSIP No. 864221 10 2 Schedule 13D/A Page 5 of 12 Pages
Prior to the transactions described in this Item 4
above, the Reporting Person owned a currently
exercisable warrant, dated November 13, 1997, to
acquire One Hundred Twenty-Six Thousand Three Hundred
Sixteen (126,316) shares of the Issuer's Common Stock
at an exercise price of Nineteen Dollars ($19.00) per
share (the "1997 Warrant").
On January 24, 2000, Issuer and USANi Sub LLC
("Parent"), a wholly owned subsidiary of USA Networks,
Inc., entered into an Agreement and Plan of Merger
(the "Merger Agreement"), whereby, upon obtaining
requisite shareholder approval and the satisfaction of
certain other preconditions, Issuer will become an
indirect subsidiary of the Parent (the "Merger").
Upon consummation of the Merger, the current
shareholders of Issuer's outstanding Common Stock
received on a one for one basis, the right to receive
one share of common stock of Styleclick, Inc., a newly
formed Delaware corporation and a direct subsidiary of
Parent.
Also, on January 24, 2000, Issuer, Parent and
Reporting Person executed a Voting Agreement in
support of the Merger. At the time, Parent and Issuer
also entered into similar voting agreements with
certain other shareholders of the Issuer. Reporting
Person, however, expressly disclaims the existence of
any group within the meaning of Section 13(d)(3) of
the Act based upon the voting agreements executed in
anticipation of the merger or as the result of any
other agreement between Issuer and the Reporting
Person or any agreement relating to the Common Stock
of the Issuer. These voting obligations terminated
upon the consummation of the Merger Agreement.
ITEM 5. Interest in Securities of the Issuer.
The information contained in Item 4 is incorporated
herein by this reference.
(a) Number of Shares Beneficially Owned: 991,208
(of which the Reporting Person holds 231,700
common shares and 664,989 shares that are
issuable upon exercise of vested Warrants held
by the Reporting Person as described in Item 4
above).
Percent of Class: 10.27% (based upon
8,980,124 shares outstanding at April 2, 2001,
as reported by the Issuer in its Form 10-Q for
the quarter ended March 31, 2001, and assuming
the issuance of 664,989 shares of Common Stock
to the Reporting Person pursuant to the
Warrants described in Item 4 above).
(b) Sole Power to Vote, Direct the Vote of, or
Dispose of Shares: 991,208
CUSIP No. 864221 10 2 Schedule 13D/A Page 6 of 12 Pages
(c) Recent Transactions: On or about March 13,
2001 the Reporting person sold 10,000 shares
of Common Stock in an open market transaction
at $1.75 per share; On or about March 14, 2001
the Reporting person sold 15,000 shares of
Common Stock in an open market transaction at
$1.3438 per share; On or about March 15, 2001
the Reporting person sold 14,000 shares of
Common Stock in an open market transaction at
$1.3125 per share; On or about March 16, 2001
the Reporting person sold 20,000 shares of
Common Stock in an open market transaction at
$1.3125 per share; On or about March 19, 2001
the Reporting person sold 10,000 shares of
Common Stock in an open market transaction at
$1.3438 per share; On or about March 20, 2001
the Reporting person sold 10,000 shares of
Common Stock in an open market transaction at
$1.125 per share; On or about April 26, 2001
the Reporting person sold 50,000 shares of
Common Stock in an open market transaction at
$0.96 per share.
(d) Rights with Respect to Dividends or Sales
Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial
Ownership: N/A
CUSIP No. 864221 10 2 Schedule 13D/A Page 7 of 12 Pages
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 May 1, 2001
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
------------------------
F. Thomas Dunlap, Jr.
Senior Vice President,
General Counsel and
Secretary
CUSIP No. 864221 10 2 Schedule 13D/A Page 8 of 12 Pages
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. 864221 10 2 Schedule 13D/A Page 9 of 12 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. 864221 10 2 Schedule 13D/A Page 10 of 12 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. 864221 10 2 Schedule 13D/A Page 11 of 12 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. 864221 10 2 Schedule 13D/A Page 12 of 12 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