1 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) SOHU.COM INC. ---------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE ------------------------------ (Title of Class of Securities) 83408W103 -------------- (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) MARCH 15, 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 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 [X]. *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
2 CUSIP No. 83408W 10 3 13D Page 2 of 12 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Intel Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 3,073,750 SHARES --------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 23,427,804 OWNED BY --------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 3,073,750 REPORTING --------------------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,073,750 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.63 % - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - --------------------------------------------------------------------------------
3 CUSIP No. 83408W 10 3 13D Page 3 of 12 The class of equity securities to which this statement on Schedule 13D (the "Statement") relates is the Common Stock, par value $.001 per share (the "Common Stock") of Sohu.com, Inc. (the "Company"), a Delaware corporation. The principal executive offices of the Company are located at 7 Jianguomen Nei Avenue, Suite 1519, Tower 2, Bright China Chang An Building, Beijing 100005, People's Republic of China. ITEM 1. Security and Issuer. (a) Name and Principal Executive Offices of Issuer: Sohu.com, Inc. (the "Company") 7 Jianguomen Nei Avenue, Suite 1519, Tower 2 Bright China Chang An Building Beijing 100005, People's Republic of China (b) Title of Class of Equity Securities: Common Stock, par value $0.001 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
4 CUSIP No. 83408W 10 3 13D Page 4 of 12 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 3. Source and Amount of Funds or Other Consideration. The Reporting Person shares voting power of the shares of Common Stock owned by it by virtue of the Sohu.com Inc. Second Amended and Restated Stockholders' Voting Agreement dated October 18, 1999, by and among the Reporting Person, the Company and certain other holders of Sohu.com Common Stock (the "Holders"), including Charles Zhang, Nicholas Negroponte, Brant C. Binder, Edward B. Roberts, Dow Jones & Company, Inc. and Maxtech Enterprises Limited ("Maxtech"). Maxtech acquired 876,300 shares (the "Mitco Shares") of Common Stock through its affiliate, Mitco Limited, between March 9 and March 15, 2001 for an aggregate cost of $800,693.29. Charles Zhang acquired 10,000 shares (the "Zhang Shares" of Common Stock on January 17, 2001. The Holders reported these transactions in a statement on Schedule 13D filed on March 23, 2001 (the "Holders 13D") pursuant to Section 13 and Rule 13d-1(a). The Holders have represented in such filing that the funds for the purchase of the Mitco Shares were derived from Mitco Limited's working capital and the funds for the purchase of the Zhang Shares were derived from the personal funds of Charles Zhang. ITEM 4. Purpose of the Transaction. The Holders represented in the Holders 13D that the Mitco Shares and the Zhang Shares were purchased for investment purposes. ITEM 5. Interest in Securities of the Issuer (a) Number of Shares Beneficially Owned: As of April 10, 2001, the Reporting Person is the owner of record of 3,073,750 shares of Common Stock. Percent of Class: 8.63% based upon 35,625,716 shares of Common Stock outstanding as of March 2,2001 as stated by the Issuer in the Quarterly Report on Form 10-K for the fiscal year ended December 31,
5 CUSIP No. 83408W 10 3 13D Page 5 of 12 2000. (b) (i) Sole Power to Vote, Direct the Vote, or Dispose of Shares: 3,073,750 (ii) Shared Power to Vote or Direct the Vote of Shares: 23,427,804 (c) Recent Transactions: The Reporting Person effected the following recent transactions: On January 29, 2001, the Reporting Person sold 7,000 shares of Common Stock at an average price of $1.4732 per share. On March 7, 2001, the Reporting Person sold 15,000 shares of Common Stock at an average price of $1.0000 per share. On March 9, 2001, the Reporting Person sold 90,000 shares of Common Stock at an average price of $0.8263 per share. On March 12, 2001, the Reporting Person sold 45,000 shares of Common stock at an average price of $0.8576 per share. On March 13, 2001, the Reporting Person sold 65,000 shares of Common Stock at an average price of $0.9063 per share. On March 14, 2001, the Reporting Person sold 30,000 shares of Common Stock at an average price of $1.0375 per share. On March 15, 2001, the Reporting Person sold 25,000 shares of Common Stock at an average price of $0.9688 per share. The Reporting Person intends to enter into an agreement to sell its remaining shares of Common Stock of the Company to Beijing University JB Group. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person, the Company and the Holders are all parties to the Sohu.com Inc. Second Amended and Restated Stockholders' Voting Agreement dated October 18, 1999, pursuant to which the parties have agreed to vote their
6 CUSIP No. 83408W 10 3 13D Page 6 of 12 shares of Common Stock in favor of the nominees for directors selected by each of Intel Corporation, Dow Jones & Company, Inc. and Maxtech Enterprises Limited. ITEM 7. Material to be Filed as Exhibits. The Sohu.com Inc. Second Amended and Restated Stockholders' Voting Agreement dated October 18, 1999 is incorporated by reference to Exhibit 2 of the Statement on Form 13D filed by Charles Zhang, Nicholas Negroponte, Brant C. Binder, Edward B. Roberts, Maxtech Enterprises Limited, Mitco Limited and Dow Jones & Company, Inc. on March 23, 2001.
7 CUSIP No. 83408W 10 3 13D Page 7 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 April 12, 2001 INTEL CORPORATION By: /s/ F. THOMAS DUNLAP, JR. ------------------------------------- F. Thomas Dunlap, Jr. Senior Vice President, General Counsel and Secretary
8 CUSIP No. 83408W 10 3 13D Page 8 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 Address: Intel Corporation, 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: President and Chief Executive Officer Name, principal Intel Corporation, a manufacturer of microcomputer business and address of components, modules and systems. corporation or other 2200 Mission College Boulevard organization in which Santa Clara, CA 95052 employment is 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 BP Amoco p.l.c., an integrated oil company. business and address of Britannic House, 1 Finsbury Circus corporation or other London EC2M 7BA organization in which employment is conducted: Citizenship: British
9 CUSIP No. 83408W 10 3 13D Page 9 of 12 Name: Winston H. Chen Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa Clara, CA 95054 Principal Occupation: Chairman Name, principal Paramitas Foundation, a charitable foundation. business and address of 3945 Freedom Circle, Suite 760 corporation or other Santa Clara, CA 95054 organization 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 Intel Corporation, a manufacturer of microcomputer business and address of components, modules and systems. corporation or other 2200 Mission College Boulevard organization in which Santa Clara, CA 95052 employment is conducted: Name: D. James Guzy Business Address: The Arbor Company, 1340 Arbor Road, Menlo Park, CA 94025 Principal Occupation: Chairman Name, principal The Arbor Company, a limited partnership engaged business and address of in the electronics and computer industry. corporation or other 1340 Arbor Road organization in which Menlo Park, CA 94025 employment is conducted:
10 CUSIP No. 83408W 10 3 13D Page 10 of 12 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 Intel Corporation, a manufacturer of microcomputer business and address of components, modules and systems. corporation or other 2200 Mission College Boulevard organization in which Santa Clara, CA 95052 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 The Charles Schwab Corporation, a financial business and address of services provider 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 AeroGen, Inc., a pulmonary drug delivery company business and address of 1310 Orleans Drive corporation or other Sunnyvale, CA 94089 organization in which employment is conducted:
11 CUSIP No. 83408W 10 3 13D Page 11 of 12 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 Intel Corporation, a manufacturer of microcomputer business and address of components, modules and systems. corporation or other 2200 Mission College Boulevard organization in which Santa Clara, CA 95052 employment is 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 Harvard Business School, an educational institution. business and address of Morgan Hall 215,Soldiers Field Park Road corporation or other Boston, MA 02163 organization in which 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 of the University of Florida Name, principal University of Florida business and address of 226 Tigert Hall corporation or other P.O. Box 113150 organization in which Gainesville, FL 32610 employment is conducted:
12 CUSIP No. 83408W 10 3 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; Director, Sales and Marketing Group Name: Paul S. Otellini Title: Executive Vice President; General Manager, Intel Architecture 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: Robert J. Baker Title: Vice President; Co-General Manager, Technology and Manufacturing Group Name: Arvind Sodhani Title: Vice President, Treasurer