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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. 1)
EVANS & SUTHERLAND COMPUTER CORPORATION
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(Name of Issuer)
COMMON STOCK, $.20 PAR VALUE
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(Title of Class of Securities)
299096 10 7
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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)
FEBRUARY 5, 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 [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 10 Pages)
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CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 2 of 10
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons Intel Corporation
94-1672743
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(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 ITEMS 2(d) OR 2(e) [ ]
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(6) Citizenship or Place of Organization Delaware
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(7) Sole Voting Power 378,462
Number of
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power 378,462
Person With
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
378,462
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11) 3.73%
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(14) Type of Reporting Person CO
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CUSIP No. 299096 10 7 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
August 3, 1998, with respect to the Common Stock of Evans & Sutherland Computer
Corporation. ("Evans" or the "Issuer").
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 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 5. Interest in Securities of the Issuer.
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CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 4 of 10
(a) Number of Shares Beneficially Owned: 378,462 (of which all shares
are issuable upon exercise of a vested Warrant held by the
Reporting Person which expires on July 22, 2001 and has an
exercise price of $33.28125 per share)
Percent of Class: 3.73% (based upon 9,756,868 shares outstanding
at November 3, 2000, as reported by the Issuer in its Form 10-Q
for the quarter ended September 29, 2000, and assuming the
issuance of 378,462 shares of Common Stock to the Reporting
Person pursuant to the Warrant).
(b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
378,462
(c) Recent Transactions: On or about June 26, 1998, the Reporting
Person acquired 2,258 shares of Common Stock of the Issuer as a
result of the Issuer's acquisition of AccelGraphics, Inc. in a
merger transaction. On February 5, 2001 the Reporting Person sold
903,666 shares of Common Stock in open market transactions for
cash in the amount of $7.375 per share.
(d) Rights with Respect to Dividends or
Sales Proceeds: N/A
(e) Date of Cessation of Five Percent
Beneficial February 5, 2001
Ownership:
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CUSIP No. 299096 10 7 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 February 23, 2001
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
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F. Thomas Dunlap, Jr.
Senior Vice President, General
Counsel and Secretary
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CUSIP No. 299096 10 7 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 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
and address of corporation components, modules and systems.
or other organization 2200 Mission College Boulevard
in which employment is Santa Clara, CA 95052
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 London EC2M 7BA
in which employment is
conducted:
Citizenship: British
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CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 7 of 10
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 Santa Clara, CA 95054
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 business Intel Corporation, a manufacturer of microcomputer
and address of corporation components, modules and systems.
or other organization 2200 Mission College Boulevard
in 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
and address of corporation in the electronics and computer industry.
or other organization 1340 Arbor Road
in which employment is Menlo Park, CA 94025
conducted:
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CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 8 of 10
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 2200 Mission College Boulevard
in 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
and address of corporation services provider
or other organization 101 Montgomery Street
in which employment is San Francisco, CA 94104
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 pulmonary drug delivery company
and address of corporation 1310 Orleans Drive
or other organization Sunnyvale, CA 94089
in which employment is
conducted:
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CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 9 of 10
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 2200 Mission College Boulevard
in 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
and address of corporation institution.
or other organization Morgan Hall 215,Soldiers Field Park Road
in which employment is Boston, MA 02163
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 business University of Florida
and address of corporation 226 Tigert Hall
or other organization P.O. Box 113150
in which employment is Gainesville, FL 32610
conducted:
EXECUTIVE OFFICERS
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CUSIP No. 299096 10 7 SCHEDULE 13D/A Page 10 of 10
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: Gerhard H. Parker
Title: Executive Vice President; General Manager, New 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: Albert Y. C. Yu
Title: Senior Vice President; Optoelectronics Group
Name: Arvind Sodhani
Title: Vice President, Treasurer