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)*
Panja, Inc.
---------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
---------------------------------
(Title of Class of Securities)
698493103
---------------------------------
(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)
August 1, 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. 698493103 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)
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: 238,057
NUMBER OF
SHARES 8. SHARED VOTING POWER: -0-
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 238,057
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 238,057
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES**
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): 2.1% consisting of an exercisable
warrant to purchase 238,057 shares.
14. TYPE OF REPORTING PERSON: CO
**SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 698493103 Schedule 13D/A Page 3 of 12 Pages
This Amendment No. 1 amends the Schedule 13D dated December
15, 1999 and filed by the Reporting Person. This Amendment No.
1 reports, among other things, the sales of an aggregate of
423,212 shares of Common Stock of the Issuer by the Reporting
Person from April 23, 2001 through August 1, 2001.
ITEM 1. Security and Issuer.
(a) Name of Principal Executive Offices of Issuer:
Panja, Inc (the "Issuer")
3000 Research Drive
Richardson, TX 75082
(b) Title of Class of Equity Securities:
Common Stock, $0.01 par value ("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 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. 698493103 Schedule 13D/A Page 4 of 12 Pages
(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 4. Purpose of the Transaction.
On December 15, 1999, the Reporting Person acquired
423,212 shares of Common Stock and a warrant (the
"Warrant") to purchase 238,057 shares of Common Stock
for $5.0 million pursuant to a Securities Purchase and
Investor Rights Agreement dated December 15, 1999 (the
"Securities Purchase Agreement"). The Reporting
Person also acquired an additional warrant (the
"Additional Warrant") to purchase 79,352 shares of
Common Stock which would only become exercisable upon
satisfaction of certain milestones.
From April 23, 2001 through August 1, 2001, the
Reporting Person sold an aggregate of 423,212 shares
of Common Stock.
On June 15, 2001, the Additional Warrant expired
without becoming exercisable.
The Reporting Person continues to hold the Warrant as
an investment. As part of the Securities Purchase
Agreement, the Reporting Person has agreed not to
acquire more than 19.99% of the Issuer's Common Stock,
subject to certain exceptions. The Reporting Person
will from time to time explore opportunities for
liquidating all or a portion of the Warrant, through
one or more sales pursuant to public or private
offerings or otherwise depending upon the Reporting
Person's evaluation of market conditions, market
price, alternative investment opportunities, liquidity
needs and other factors. The Reporting Person may
determine to retain some portion of the Warrant as an
investment.
In addition, the Reporting Person and the Issuer have
entered into a cooperation agreement. Pursuant to
that agreement, the Reporting Person and the Issuer
will cooperate with each other to port certain
products on Issuer architecture.
ITEM 5. Interest in Securities of the Issuer.
The information contained in Item 4 is incorporated
herein by this reference.
CUSIP No. 698493103 Schedule 13D/A Page 5 of 12 Pages
(a) Number of Shares Beneficially Owned: 238,057
shares of Common Stock.
Percent of Class:
2.1% of the Issuer's outstanding Common Stock
(based upon 10,994,108 shares of Common Stock
outstanding as of July 11, 2001, as reported in
the Issuer's Proxy Statement filed with the
Securities and Exchange Commission on July 30,
2001). In accordance with Rule 13d-3, the
number of shares included in the above
calculation includes the 238,057 shares
issuable upon exercise of the Warrant because
it is currently exercisable.
(b) Sole Power to Vote, Direct the Vote of, Dispose
of, or Direct the Disposition of Shares:
238,057 shares of Common Stock.
(c) Recent Transactions:
On April 23, 2001, the Reporting Person sold
25,000 shares of Common Stock at a price per
share of $2.8879 in a brokerage transaction.
On April 26, 2001, the Reporting Person sold
65,000 shares of Common Stock at a price per
share of $2.6999 in a brokerage transaction.
On April 30, 2001, the Reporting Person sold
5,000 shares of Common Stock at a price per
share of $3.0899 in a brokerage transaction.
On June 15, 2001, the Additional Warrant
expired without becoming exercisable.
On August 1, 2001, the Reporting Person sold
328,212 shares of Common Stock at a price per
share of $3.00 in a private placement.
(d) Rights with Respect to Dividends or Sales
Proceeds:
N/A
(e) Date of Cessation of Five Percent Beneficial
Ownership:
August 1, 2001
CUSIP No. 698493103 Schedule 13D/A Page 6 of 12 Pages
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Pursuant to a Securities Purchase Agreement dated
August 1, 2001, the Reporting Person sold 328,212
shares of Common Stock (as more fully described in
Item 5(c) above) in a private placement to Special
Situations Fund.
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1 Securities Purchase Agreement between the
Issuer and the Reporting Person dated
December 15, 1999.*
Exhibit 2 Equity Warrant dated December 15, 1999.*
Exhibit 3 Business Warrant dated December 15, 1999.*
Exhibit 4 Securities Purchase Agreement between the
Reporting Person and Special Situations
Fund dated August 1, 2001.
*Previously filed.
CUSIP No. 698493103 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 August 2, 2001.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
-------------------------
F. Thomas Dunlap, Jr.
Senior Vice President,
General Counsel and
Secretary
CUSIP No. 698493103 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. 698493103 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. 698493103 Schedule 13D/A Page 10 of 12 Pages
Name: Reed E. Hundt
Business Charles Ross Partners LLC, 1909 K Street NW,
Address: Suite 820, Washington, DC 20006
Principal Principal Partner
Occupation:
Name, principal Charles Ross Partners LLC, a law firm.
business and 1909 K Street NW, Suite 820
address of Washington, DC 20006
corporation or
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. 698493103 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. 698493103 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
Citizens British
hip:
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: Ronald J. Smith
Title: Senior Vice President; General Manager, Wireless
Communications and Computing Group
Name: Robert J. Baker
Title: Vice President; General Manager, Technology and
Manufacturing Group
Name: Arvind Sodhani
Title: Vice President, Treasurer