SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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)*
STANDARD MICROSYSTEMS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
853626-10-9
(CUSIP Number)
F. Thomas Dunlap, Jr.
Senior Vice President and General Counsel
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)
December 23, 2003
(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 [ ].
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 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 (however, see the
Notes).
Page 1 of 12
CUSIP No. 853626-10-9 13D Page 2 of 12
1. NAME OF REPORTING PERSON: INTEL CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 94-1672743
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) []
(b) []
3. SEC USE ONLY
4. SOURCE OF FUNDS** N/A
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: 1,028,337
NUMBER OF
SHARES 8. SHARED VOTING POWER: N/A
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 1,028,337
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,028,337
REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 6.1%
(11):
14. TYPE OF REPORTING PERSON** CO
**SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 853626-10-9 13D Page 3 of 12
This Amendment No. 2 amends and supplements the statement on
Schedule 13D and the cover page thereto filed on March 22, 2000
by Intel Corporation (the "Reporting Person"), as amended to
date, with respect to its beneficial ownership of common stock
and warrants issued by Standard Microsystems Corporation (the
"Common Stock"), a Delaware corporation (the "Issuer").
ITEM 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices
of Issuer:
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788
(b) Title of Class of Equity Securities:
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.
CUSIP No. 853626-10-9 13D Page 4 of 12
(f) Place of Organization:
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 3. Source and Amount of Funds or Other Consideration.
(a) Source of Funds:
N/A
(b) Amount of Funds:
N/A
ITEM 4. Purpose of the Transaction.
No change
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: 1,028,337
Percent of Class: 6.1%
(b) Sole Power to Vote, Direct the Vote of, or
Dispose of Shares: 1,028,337
(c) Recent Transactions:
Effective December 23, 2003, the Reporting
Person donated 514,169 shares of Common Stock
to the Intel Foundation at an average price of
$26.40 per share. The transaction was effected
through a transfer of the Common Stock from the
Reporting Person's Depository Trust Company
account to Intel Foundation's Depository Trust
Company account with notification received by
the Issuer's transfer agent, American Stock
Transfer and Trust Company, in New York City,
New York.
(d) Rights with Respect to Dividends or Sales
Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial
Ownership: N/A
CUSIP No. 853626-10-9 13D Page 5 of 12
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
No change
ITEM 7. Material to be Filed as Exhibits.
N/A
CUSIP No. 853626-10-9 13D Page 6 of 12
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 December 23, 2003.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Senior Vice President and
General Counsel
CUSIP No. 853626-10-9 13D Page 7 of 12
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 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 p.l.c., Britannic House, 1 Finsbury Circus,
Address: London EC2M 7BA
Principal Group Chief Executive
Occupation:
Name, principal BP 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. 853626-10-9 13D Page 8 of 12
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 private 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. 853626-10-9 13D Page 9 of 12
Name: Reed E. Hundt
Business McKinsey & Company, 600 14th Street NW, #300,
Address: Washington, DC 20005
Principal Senior Advisor
Occupation:
Name, principal McKinsey & Company, a management consulting
business and firm.
address of 600 14th Street NW, #300
corporation or Washington, DC 20005
other
organization in
which employment
is conducted:
Name: Paul S. Otellini
Business Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal President and Chief Operating 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: David S. Pottruck
Business The Charles Schwab Corporation, 101 Montgomery
Address: Street, San Francisco, CA 94104
Principal President and Chief Executive Officer
Occupation:
Name, principal The Charles Schwab Corporation, a securities
business and brokerage firm.
address of 101 Montgomery Street
corporation or San Francisco, CA 94104
other
organization in
which employment
is conducted:
CUSIP No. 853626-10-9 13D Page 10 of 12
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:
Name: John L. Thornton
Business 375 Park Avenue, Suite 1002, New York, NY
Address: 10152
Principal Professor and Director of Global Leadership
Occupation:
Name, principal 375 Park Avenue, Suite 1002
business and New York, NY 10152
address of
corporation or
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:
CUSIP No. 853626-10-9 13D Page 11 of 12
Name: Charles E. Young
Business University of Florida, 226 Tigert Hall, P.O.
Address: Box 113150, Gainesville, FL 32610
Principal President
Occupation:
Name, principal University of Florida, an educational
business and institution.
address of 226 Tigert Hall
corporation or P.O. Box 113150
other Gainesville, FL 32610
organization in
which employment
is conducted:
CUSIP No. 853626-10-9 13D Page 12 of 12
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
Citizenship: British
Name: Robert J. Baker
Title: Senior Vice President; General Manager, Technology
and Manufacturing Group
Name: Sunlin Chou
Title: Senior Vice President; General Manager, Technology
and Manufacturing Group
Name: F. Thomas Dunlap, Jr.
Title: Senior Vice President; General Counsel
Name: Ronald J. Smith
Title: Senior Vice President; General Manager, Wireless
Communications and Computing Group
Name: Jason Chun Shen Chen
Title: Vice President; Director, Sales and Marketing
Group
Name: John H. F. Miner
Title: Vice President; President, Intel Capital
Name: Arvind Sodhani
Title: Vice President; Treasurer