As filed with the Securities and Exchange Commission on June 21,
2006
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTEL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-1672743
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054-8119
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(Address of Principal Executive Offices) (Zip Code)
INTEL CORPORATION 2006 EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
CARY I. KLAFTER, ESQ.
VICE PRESIDENT AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054-8119
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(Name and Address of Agent for Service)
(408) 765-8080
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
RONALD O. MUELLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W. SUITE 300
WASHINGTON, DC 20036
(202) 955-8500
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Maximum Amount of
Each Class be Maximum Aggregate Registration
of Registered Offering Offering Price Fee (3) & (4)
Securities (1) Price (2)
to be Per
Registered Share
(2)
---------- -------- -------- -------- --------
Common
Stock, par 175,000,000 $18.26 $3,195,500,000 $341,918.50
value shares
$0.001 per
share
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
shall also cover any additional shares of Registrant's common
stock in respect of the securities identified in the above
table as a result of any stock dividend, stock split,
recapitalization or other similar transactions.
(2) Estimated solely for the purpose of calculating the
registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) under the
Securities Act based upon the average of the high and low
sales prices of the Common Stock as reported on the Nasdaq
National Market on June 16, 2006, which was $18.26.
(4) Pursuant to Rule 457(p), the fee calculation includes the
offset of $341,918.50 against the currently due filing fee of
$341,918.50. The amount $341.918.50 includes $139,221.20
which was previously paid in connection with the Registrant's
Form S-8 related to Intel Corporation 2004 Equity Incentive
Plan filed with the Commission on May 19, 2004
(File no. 333-115625) and $202,697.30 which was previously
paid in connection with the Registrant's Form S-8 related to
Intel Corporation 2004 Equity Incentive Plan filed with the
Commission on June 17, 2005 (File no. 333-125914).
INTRODUCTION
This Registration Statement on Form S-8 is filed by
Intel Corporation, a Delaware corporation (the "Corporation" or
the "Registrant"), relating to 175,000,000 shares of its common
stock, par value $0.001 per share (the "Common Stock") issuable
to eligible outside directors and employees of the Corporation
under the Intel Corporation 2006 Equity Incentive Plan (the
"Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement
pursuant to Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not filed as part of this Registration Statement
pursuant to Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore
filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated in this Registration
Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, filed with the Commission on
February 27, 2006, File No. 000-06217;
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 1, 2006, filed with the Commission on
May 8, 2006, File No. 000-06217;
(3) The Registrant's Current Reports on Form 8-K filed with the
Commission on January 17, 2006; January 19, 2006; February
9, 2006; March 3, 2006; April 19, 2006; and May 22, 2006,
File No. 000-06217; and
(4) The description of the Common Stock set forth under the
caption "Description of Capital Stock" in the Registrant's
automatic shelf registration statement on Form S-3, filed
with the Commission on March 30, 2006, File No. 333-132865,
together with any amendment or report filed with the
Commission for the purpose of updating such description.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made
part hereof from their respective dates of filing (such
documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that
the documents enumerated above or subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act of 1934 in each year during which the offering made
by this Registration Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-
K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a
part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
(the "DGCL") makes provision for the indemnification of officers
and directors of corporations in terms sufficiently broad to
indemnify the officers and directors of the Corporation under
certain circumstances from liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). Section 102(b)(7) of the DGCL permits a
corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
As permitted by the DGCL, the Corporation's Certificate
of Incorporation (the "Charter") provides that, to the fullest
extent permitted by the DGCL or decisional law, no director shall
be personally liable to the Corporation or to its stockholders
for monetary damages for breach of his fiduciary duty as a
director. The effect of this provision in the Charter is to
eliminate the rights of the Corporation and its stockholders
(through stockholders' derivative suits on behalf of the
Corporation) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including
breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv),
inclusive, above. These provisions will not alter the liability
of directors under federal securities laws.
The Corporation's Bylaws (the "Bylaws") provide that
the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other corporation or
enterprise (including an employee benefit plan), against all
expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes and penalties, and amounts
paid or to be paid in settlement, and any interest, assessments,
or other charges imposed thereof, and any taxes imposed on such
person as a result of such payments) reasonably incurred or
suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in such action,
suit or proceeding, to the fullest extent authorized by the DGCL,
provided that the Corporation shall indemnify such person in
connection with any such action, suit or proceeding initiated by
such person only if authorized by the Board of Directors of the
Corporation or brought to enforce certain indemnification rights.
The Bylaws also provide that expenses incurred by an
officer or director of the Corporation (acting in his capacity as
such) in defending any such action, suit or proceeding shall be
paid by the Corporation, provided that if required by the DGCL
such expenses shall be advanced only upon delivery to the
Corporation of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation.
Expenses incurred by other agents of the Corporation may be
advanced upon such terms and conditions as the Board of Directors
of the Corporation deems appropriate. Any obligation to
reimburse the Corporation for expenses advanced under such
provisions shall be unsecured and no interest shall be charged
thereon.
The Bylaws also provide that indemnification provided
for in the Bylaws shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; that any
right of indemnification or protection provided under the Bylaws
shall not be adversely affected by any amendment, repeal, or
modification of the Bylaws; and that the Corporation may purchase
and maintain insurance to protect itself and any such person
against any such expenses, liability and loss, whether or not the
Corporation would have the power to indemnify such person against
such expenses, liability or loss under the DGCL or the Bylaws.
In addition to the above, the Corporation has entered
into indemnification agreements with each of its directors and
certain of its officers. The indemnification agreements
provide directors and officers with the same indemnification by
the Corporation as described above and assure directors and
officers that indemnification will continue to be provided
despite future changes in the Bylaws of the Corporation. The
Corporation also provides indemnity insurance pursuant to which
officers and directors are indemnified or insured against
liability or loss under certain circumstances, which may include
liability or related loss under the Securities Act and the
Exchange Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated
by reference to another filing of the Corporation with the
Commission, each of the following exhibits is filed herewith:
Exhibit
No. Exhibit Description
4.1* Intel Corporation Third Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1
of the Registrant's Current Report on Form 8-K as filed
on May 22, 2006, File No. 000-06217).
4.2* Intel Corporation Bylaws as amended on January 18,
2006 (incorporated by reference to Exhibit 3.1 of the
Registrant's Current Report on Form 8-K as filed on
January 19, 2006, File No. 000-06217).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm.
24 Power of Attorney (contained on signature page hereto).
99.1* Intel Corporation 2006 Equity Incentive Plan dated May
17, 2006 (incorporated by reference to Exhibit 10.1 of
the Registrant's Current Report on Form 8-K as filed on
May 22, 2006, File No. 000-06217).
*Incorporated by reference
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
Provided however, That:
(A) Paragraphs (1)(a)(i) and (1)(a)(ii) of this
section do not apply if the registration statement is on Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement; and
(B) Paragraphs (1)(a)(i), (1)(a)(ii) and (1)(a)(iii)
of this section do not apply if the registration statement is on
Form S-3 or Form F-3 and the information required to be included
in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement. or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Santa Clara, State of California, on this 21st day of
June, 2006.
INTEL CORPORATION
By: /s/ Andy D. Bryant
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Andy D. Bryant
Executive Vice President,
Chief Financial and
Enterprise Services Officer
Each person whose signature appears below constitutes
and appoints D. Bruce Sewell, Andy D. Bryant, and Cary I. Klafter
and each of them, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution,
severally, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement, and to file
the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
/s/ Craig R. Barrett Chairman of the Board and June 21, 2006
Craig R. Barrett Director
/s/ Paul S. Otellini President, Chief Executive June 21, 2006
Paul S. Otellini Officer and Director
/s/ Charlene Barshefsky Director June 21, 2006
Charlene Barshefsky
/s/ E. John P. Browne Director June 21, 2006
E. John P. Browne
/s/ Andy D. Bryant Executive Vice President, June 21, 2006
Andy D. Bryant Chief Financial Officer
and Principal Accounting
Officer
/s/ D. James Guzy Director June 7, 2006
D. James Guzy
/s/ Reed E. Hundt Director June 14, 2006
Reed E. Hundt
/s/ James D. Plummer Director June 6, 2006
James D. Plummer
/s/ David S. Pottruck Director June 6, 2006
David S. Pottruck
Director
Jane E. Shaw
/s/ John L. Thornton Director June 8, 2006
John L. Thornton
/s/ David B. Yoffie Director June 21, 2006
David B. Yoffie
EXHIBIT INDEX
Exhibit
No. Exhibit Description
4.1* Intel Corporation Third Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1
to the Registrant's Current Report on Form 8-K as filed
on May 22, 2006, File No. 000-06217).
4.2* Intel Corporation Bylaws as amended on January 18,
2006 (incorporated by reference to Exhibit 3.1 to the
Registrant's Current Report on Form 8-K as filed on
January 19, 2006, File No. 000-06217).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included
in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP,
Independent Registered Public Accounting
Firm.
24 Power of Attorney (contained on signature page hereto).
99.1* Intel Corporation 2006 Equity Incentive Plan dated May
17, 2006 (incorporated by reference to Exhibit 10.1 of
the Registrant's Current Report on Form 8-K as filed on
May 22, 2006, File No. 000-06217).
*Incorporated by reference