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. _4_)
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, JR.
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 8, 2002
(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 (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.
CUSIP No. 864221 10 2 13D/A Page 2 of 10
1. NAME OF REPORTING PERSON Intel Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 285,641
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 285,641
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 285,641
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 2.89%
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14. TYPE OF REPORTING PERSON CO
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CUSIP No. 864221 10 2 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
April 19, 1999, and previously amended August 24, 2001, May 2, 2001 and February
3, 2000, with respect to its beneficial ownership of common stock issued by
ModaCAD, Inc., a California corporation, which changed its legal name to
Styleclick.com, Inc. in July 1999 and was subsequently acquired by Styleclick,
Inc. ("Styleclick" or the "Issuer") in July 2000.
ITEM 1. Security and Issuer.
(a) Name of Principal Executive Offices of Issuer:
Styleclick, Inc.
3861 Sepulveda Blvd.
Culver City, CA 90230
(b) Title of Class of Equity Securities:
Class A Common Stock (the "Common Stock")
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
CUSIP No. 864221 10 2 13D/A Page 4 of 10
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.
(a) Number of Shares Beneficially Owned: 285,641 shares
Percent of Class: 2.89% of the Issuer's outstanding Common
Stock (based upon 9,872,653 shares of Common Stock
outstanding, as reported by the Issuer in its Form 10-K for
the fiscal year ended December 31, 2001).
(b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
285,641 shares
(c) Recent Transactions:
The Reporting Person previously held two vested warrants (the
"Warrants") to purchase 189,674 shares respectively of the
Issuer's Common Stock, both of which expired and ceased to be
exercisable after April 7, 2002. The expiration of the
Warrants caused the beneficial ownership of the Reporting
Person to fall below five percent.
(d) Rights with Respect to Dividends or Sales
Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial
Ownership: April 8, 2002
CUSIP No. 864221 10 2 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 April 12, 2002
INTEL CORPORATION
By: /s/ F. Thomas Dunlap Jr.
----------------------------
F. Thomas Dunlap, Jr.
Senior Vice President,
General Counsel and
Secretary
CUSIP No. 864221 10 2 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: Chief Executive Officer
Name, principal business Intel Corporation, a manufacturer of microcomputer
and address of corporation components, modules and systems. 2200 Mission
or other organization in College Boulevard Santa Clara, CA 95052
which employment is
conducted:
Name: John P. Browne
Business Address: BP Amoco p.l.c., Britannic House, 1 Finsbury Circus, London EC2M 7BA
Principal Occupation: Group Chief Executive
Name, principal business and BP Amoco p.l.c., an integrated oil company.
address of corporation or other Britannic House, 1 Finsbury Circus
organization in which London EC2M 7BA
employment is conducted:
Citizenship: British
CUSIP No. 864221 10 2 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 and Paramitas Foundation, a private foundation.
address of corporation or other 3945 Freedom Circle, Suite 760
organization in which Santa Clara, CA 95054
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 and Intel Corporation, a manufacturer of microcomputer
address of corporation or other components, modules and systems.
organization in which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
Name: D. James Guzy
Business Address: The Arbor Company, 1340 Arbor Road, Menlo Park, CA 94025
Principal Occupation: Chairman
Name, principal business and The Arbor Company, a limited partnership engaged in the electronics and computer
address of corporation or other industry.
organization in which 1340 Arbor Road
employment is conducted: Menlo Park, CA 94025
CUSIP No. 864221 10 2 13D/A Page 8 of 10
Name: Reed E. Hundt
Business Address: McKinsey & Co., 600 14th Street NW, #300, Washington, DC 20005
Principal Occupation: Senior Advisor
Name, principal business and McKinsey & Co., a management consulting firm
address of corporation or other 600 14th Street NW, #300
organization in which Washington, DC 20005
employment is 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 and The Charles Schwab Corporation, a securities firm
address of corporation or other 101 Montgomery Street
organization in which San Francisco, CA 94104
employment is 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 and AeroGen, Inc., a pulmonary drug delivery company
address of corporation or other 1310 Orleans Drive
organization in which Sunnyvale, CA 94089
employment is conducted:
CUSIP No. 864221 10 2 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 and Intel Corporation, a manufacturer of microcomputer
address of corporation or other components, modules and systems.
organization in which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
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 and Harvard Business School, an educational institution.
address of corporation or other Morgan Hall 215,Soldiers Field Park Road
organization in which Boston, MA 02163
employment is conducted:
Name: Charles E. Young
Business Address: University of Florida, 226 Tigert Hall, P.O. Box 113150, Gainesville, FL 32610
Principal Occupation: President
Name, principal business and University of Florida, an educational institution.
address of corporation or other 226 Tigert Hall
organization in which P.O. Box 113150
employment is conducted: Gainesville, FL 32610
CUSIP No. 864221 10 2 13D/A Page 10 of 10
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: Paul S. Otellini
Title: President and Chief Operating Officer
Name: Michael R. Splinter
Title: Executive Vice President; Director, 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