sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
VMware, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
268648102
(CUSIP Number)
D.
Bruce Sewell
Senior Vice President and General Counsel
Cary I.
Klafter
Corporate Secretary
Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95052
(408) 765-8080
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 22, 2007
(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 o.
Note. Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter 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 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP No. 268648102 |
13D |
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Page 2 of 9 Pages |
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1 |
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NAMES OF REPORTING PERSONS
INTEL CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
94-1672743 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS
WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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9,500,000 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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9,500,000 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: |
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9,500,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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12.6%* |
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14 |
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TYPE OF REPORTING PERSON: |
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CO |
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* |
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The calculation of the percentage is based on 75,120,000 shares of Class A Common Stock
issued and outstanding
upon completion of VMwares initial public offering on August 14, 2007, which number is based on
the representations
made by VMware in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and
Exchange Commission on
August 15, 2007. |
SCHEDULE 13D
Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) relates to the Class A Common Stock,
par value $0.01 per share (the Common Stock), of VMware, Inc., a Delaware corporation
(the Company). The Companys principal executive offices are located at 3401 Hillview
Avenue, Palo Alto, California 94304.
Item 2. Identity and Background.
(a) (c) and (f)
This Statement is being filed by Intel Corporation, a Delaware corporation (the Reporting
Person). Intel is the worlds leading semiconductor chip maker focused on developing advanced
integrated digital technology platforms and components, primarily integrated circuits, for the
computing and communications industries.
The name, citizenship, business address and present principal occupation or employment of each
director and executive officer of the Reporting Person are listed on Schedule A attached hereto.
(d) Neither the Reporting Person nor, to its knowledge, any person named on Schedule A
attached hereto has been, during the last five years, convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor, to its knowledge, any person named on Schedule A
attached hereto has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a 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.
Item 3. Source and Amount of Funds or Other Consideration.
On August 22, 2007, in connection with the Common Stock Purchase Agreement described in Item
4, the Reporting Person acquired 9,500,000 shares of the Common Stock from the Company for a total
purchase price of $218,500,000 million, or $23.00 per share. The funds for the acquisition were
obtained from the Reporting Persons working capital. As a further condition and inducement for
the execution of the Common Stock Purchase Agreement, the Company, EMC Corporation (the Companys
parent corporation) and Intel Capital Corporation, the Reporting Persons wholly-owned subsidiary
(Intel Capital), entered into a Investor Rights Agreement, dated July 9, 2007 (the
Rights Agreement).
Both the Common Stock Purchase Agreement and the Rights Agreement are described in more detail in
Item 4 below, which description is incorporated herein by reference.
Page 3 of 9
Item 4. Purpose of Transaction.
The responses of the Reporting Person under Items 3 and 6 hereof are incorporated herein by
reference.
Common Stock Purchase Agreement
On July 9, 2007, Intel Capital and the Company entered into a Class A Common Stock Purchase
Agreement (the Common Stock Purchase Agreement), which provided for the purchase by Intel
Capital and sale by the Company of 9,500,000 shares of the Common Stock, subject to the
satisfaction of certain conditions provided therein, including the execution of the Rights
Agreement. On August 22, 2007, all closing conditions having been met, Intel Capital acquired
9,500,000 shares of the Common Stock for a total purchase price of $218,500,000, or $23.00 per
share. Pursuant to the Common Stock Purchase Agreement, Intel Capital is entitled to designate an
executive of the Reporting Person to be appointed to the Companys board of directors. As of the
date of this filing, Intel Capital has not yet made the designation.
The Reporting Person presently holds the Common Stock as an investment. Depending upon the
Reporting Persons evaluation of market conditions, market price, alternative investment
opportunities, liquidity needs and other factors, the Reporting Person may from time to time
explore opportunities for liquidating all or a portion of the Common Stock currently held by the
Reporting Person, subject to the transfer restrictions contained in the Rights Agreement and the
requirements of applicable securities law.
Rights Agreement
The Rights Agreement entitles Intel Capital to standard registration rights with regards to
the purchased Common Stock, with reasonable registration expenses to be paid for by the Company.
Intel Capital is subject to certain transfer restrictions applicable
to the Common Stock through August 22, 2008.
Page 4 of 9
This Item 4 is qualified in its entirety by reference to the Common Stock Purchase Agreement
and the Rights Agreement, which are filed as Exhibits 99.1 and 99.2 hereto and are incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) The responses of the Reporting Person to Rows (11) through (13) of the cover page of this
Statement are incorporated herein by reference.*
(b) The responses of the Reporting Person to Rows (7) through (10) of the cover page of
this Statement are incorporated herein by reference.
(c) Other than as described in Item 4 hereof, neither the Reporting Person nor, to its
knowledge, any person listed on Schedule A, has effected any transaction in the Common Stock during
the past sixty days.
(d) Not applicable.
(e) Not applicable.
* |
The Reporting Person does not directly own the Common Stock of the Company. By reason of
the provisions of Rule 13d-3 under the Securities Exchange Act, as amended (the Act), the
Reporting Person is deemed to own beneficially 9,500,000 shares of
the Common Stock that are owned
beneficially by Intel Capital, a wholly-owned subsidiary of the Reporting Person. |
To
the best of the knowledge of the Reporting Person without additional
investigation, none of the persons listed on Schedule A
owns any shares of the Common Stock. By virtue of their relationships with the Reporting Person,
such persons may be deemed to beneficially own the Common Stock subject to the Common Stock
Purchase Agreement and the Rights Agreement. Neither the filing of this Statement nor any of its
contents shall be deemed to constitute an admission by any of the persons listed on Schedule A that
he or she is the beneficial owner of any Common Stock referred to herein for purposes of the Act,
or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
To
the best of the knowledge of the Reporting Person without additional
investigation, except for the arrangements described in
Items 3, 4 or 5 of this Statement, as qualified by Exhibits 99.1 and 99.2 hereto, there are no
contracts, arrangements, understandings or relationships (legal or otherwise) among any person or
entity referred to in Item 2, or between such persons and any other person, with respect to any
securities of the Company, including, but not limited to, transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies.
Page 5 of 9
Item 7. Material to Be Filed as Exhibits.
The following documents are filed as exhibits to this Statement:
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Exhibit |
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No. |
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Description |
99.1
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Class A Common Stock Purchase Agreement, dated as of July 9,
2007, by and between Intel Capital Corporation and VMware,
Inc. |
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99.2
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Investor Rights Agreement, dated as of July 9, 2007, by and
between Intel Capital Corporation, VMware, Inc. and EMC
Corporation. |
Page 6 of 9
SIGNATURES
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: August 31, 2007
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INTEL CORPORATION |
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By:
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/s/ Arvind Sodhani
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Name: |
Arvind Sodhani |
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Title: |
Senior Vice President |
Page 7 of 9
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS
The name, citizenship, business address, and present principal occupation or employment of
each of the directors and executive officers of the Reporting Person are as set forth below.
Directors:
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Present Principal Occupation |
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Name |
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or Employment |
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Present Business Address |
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Citizenship |
Craig R. Barrett
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Chairman of the Board
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Paul S. Otellini
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President and Chief
Executive Officer
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Charlene Barshefsky
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Senior International
Partner, Wilmer
Cutler Pickering Hale
& Dorr LLP
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1875 Pennsylvania Avenue, NW
Washington, DC 20006
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U.S.A |
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Susan L. Decker
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President, Yahoo! Inc.
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701 First Avenue
Sunnyvale, CA 94089
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U.S.A |
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D. James Guzy
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Chairman, SRC
Computers, Inc.
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4240 North Nevada Avenue
Colorado Springs, CO 80907
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U.S.A |
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Reed E. Hundt
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Principal, Charles
Ross Partners, LLC
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1909 K Street NW, Suite 820
Washington, DC 20006
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U.S.A |
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James D. Plummer
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John M. Fluke
Professor of
Electrical
Engineering;
Frederick E. Terman
Dean of the School of
Engineering, Stanford
University
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Stanford University
Terman 214, Mail Code 4027
Stanford, CA 94305
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U.S.A |
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David S. Pottruck
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Chairman and Chief
Executive Officer,
Red Eagle Ventures,
Inc.
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One California Street Suite 2630
San Francisco, CA 94111
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U.S.A |
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Jane E. Shaw
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Retired Chairman and
Chief Executive
Officer, Aerogen,
Inc.
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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John L. Thornton
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Professor and
Director of Global
Leadership
Tsinghua University
in Beijing
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375 Park Avenue, Suite 1002
New York, NY 10152
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U.S.A |
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David B. Yoffie
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Max and Doris Starr
Professor of
International
Business
Administration,
Harvard Business
School
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Harvard Business School
Morgan Hall 215, Soldiers Field
Park Rd.
Boston, MA 02163
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U.S.A |
Page 8 of 9
Non-Director Executives:
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Name |
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Present Principal Occupation or Employment |
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Present Business Address |
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Citizenship |
Andy D. Bryant
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Executive Vice President
Chief Financial and Enterprise Services Officer
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Sean M. Maloney
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Executive Vice President
General Manager, Sales and Marketing Group
Chief Sales and Marketing Officer
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Robert J. Baker
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Senior Vice President
General Manager, Technology and Manufacturing Group
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Anand Chandrasekher
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Senior Vice President
General Manager, Ultra Mobility Group
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Patrick P. Gelsinger
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Senior Vice President
General Manager, Digital Enterprise Group
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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William M. Holt
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Senior Vice President
General Manager, Technology and Manufacturing Group
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Eric B. Kim
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Senior Vice President
General Manager, Digital Home Group
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Patricia Murray
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Senior Vice President
Director, Human Resources
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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David Perlmutter
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Senior Vice President
General Manager, Mobility Group
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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D. Bruce Sewell
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Senior Vice President
General Counsel
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
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Arvind Sodhani
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Senior Vice President
President, Intel Capital
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2200 Mission College Blvd.
Santa Clara, CA 95052
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U.S.A |
Page 9 of 9