As filed with the Securities and Exchange Commission on May 11,
2005
Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTEL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-1672743
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2200 Mission College Blvd. 95052-8119
Santa Clara, CA (Zip Code)
(Address of Principal Executive
Offices)
Oplus Technologies Inc. 2003 Israeli Share Option Plan
Oplus Technologies Inc. 2003 Global Share Option Plan
(Full Titles of the Plans)
CARY I. KLAFTER, ESQ.
Vice President and Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
(Name and Address of Agent for Service)
(408) 765-8080
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
RICHARD S. MILLARD, ESQ.
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway, 5th Floor
Redwood Shores, CA 94065
(650) 802-3000
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee (3)
Registered (1) Price Per Offering Price
Share (2) (2)
---------- -------- -------- -------- --------
Common
Stock, par 325,000 $2.75 $893,750.00 $105.19
value
$0.001 per
share
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(1) In addition, 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 transaction.
(2) Estimated solely for the purpose of calculating the
registration fee.
(3) Calculated solely for purposes of this offering pursuant to
Rule 457(h) of the Securities Act on the basis of the
maximum offering price per share underlying the options
issued pursuant to the Plans.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Corporation" or the
"Registrant"), relating to 325,000 shares of its common stock,
par value $0.001 per share (the "Common Stock"), issuable to
eligible employees of the Corporation under the Oplus
Technologies Inc 2003 Israeli Share Option Plan and the Oplus
Technologies Inc. 2003 Global Share Option Plan, each as assumed
by the Corporation (the "Plans").
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 1 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 1 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 by reference and made a part hereof:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 25, 2004, filed with the Commission on
February 22, 2005, File No. 000-06217;
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 2, 2005, filed with the Commission on
May 11, 2005, File No. 000-06217;
(3) The Registrant's Current Reports on Form 8-K filed with the
Commission on December 28, 2004; January 11, 2005; February
8, 2005; March 10, 2005; and April 19, 2005, 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
Registration Statement on Form S-3, as amended, filed with
the Commission on April 18, 1995, File No. 33-56107,
together with any amendment or report filed with the
Commission for the purpose of updating such description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
reports and documents.
For purposes of this Registration Statement, 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 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 document or such statement in such document. 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. 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 Second Restated
Certificate of Incorporation dated March 13, 2003
(incorporated by reference to Exhibit 3.1 of the
Corporation's Form 10-Q for the quarterly period
ended March 29, 2003, as filed with the Commission
on May 7, 2003, File No. 000-06217).
4.2* Intel Corporation Bylaws, as amended,
(incorporated by reference to Exhibit 3.1 of the
Corporation's Form 8-K, as filed with the
Commission on November 15, 2004, File No. 000-
06217).
5.1 Legal Opinion of Weil, Gotshal & Manges
LLP
23.1 Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm
23.2 Consent of Weil, Gotshal & Manges LLP
(contained in Exhibit 5.1)
24. Power of Attorney (contained on
signature page hereto)
*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;
(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 paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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 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 Commission such
indemnification is against public policy as expressed in the
Securities Act 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 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 11th day of May,
2005.
INTEL CORPORATION
By: /s/Andy D. Bryant
---------------------------
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 dates indicated.
Signature Title Date
/s/Andrew S. Grove Chairman of the Board and May 11, 2005
Andrew S. Grove Director
/s/Craig R. Barrett Chief Executive Officer May 11, 2005
Craig R. Barrett and Director
/s/Paul S. Otellini President, Chief Operating May 11, 2005
Paul S. Otellini Officer and Director
/s/Charlene Barshefsky Director May 11, 2005
Charlene Barshefsky
/s/E. John P. Browne Director May 11, 2005
E. John P. Browne
/s/Andy D. Bryant Executive Vice President, May 11, 2005
Andy D. Bryant Chief Financial officer
and Principal Accounting
Officer
/s/D. James Guzy Director May 11, 2005
D. James Guzy
/s/Reed E. Hundt Director May 11, 2005
Reed E. Hundt
/s/David S. Pottruck Director May 11, 2005
David S. Pottruck
/s/Jane E. Shaw Director May 11, 2005
Jane E. Shaw
/s/John L. Thornton Director May 11, 2005
John L. Thornton
/s/David B. Yoffie Director May 11, 2005
David B. Yoffie
EXHIBIT INDEX
Exhibit No. Exhibit Description
4.1* Intel Corporation Second Restated
Certificate of Incorporation dated March 13, 2003
(incorporated by reference to Exhibit 3.1 of the
Corporation's Form 10-Q for the quarterly period
ended March 29, 2003, as filed with the Commission
on May 7, 2003, File No. 000-06217).
4.2* Intel Corporation Bylaws, as amended,
(incorporated by reference to Exhibit 3.1 of the
Corporation's Form 8-K, as filed with the
Commission on November 15, 2004, File No. 000-
06217).
5.1 Legal Opinion of Weil, Gotshal & Manges
LLP
23.1 Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm
23.2 Consent of Weil, Gotshal & Manges LLP
(contained in Exhibit 5.1)
24. Power of Attorney (contained on
signature page hereto)
*Incorporated by reference
EXHIBIT 5.1
May 11, 2005
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052
Ladies and Gentlemen:
We have acted as counsel to Intel Corporation, a Delaware
corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, with
respect to the registration of 325,000 shares (the "Shares") of
common stock, par value $0.001 per share, of the Company subject
to issuance by the Company upon exercise of options granted under
the Oplus Technologies Inc. 2003 Israeli Share Option Plan and
the Oplus Technologies Inc. 2003 Global Share Option Plan (the
"Plans"), each as assumed by the Company pursuant to the terms of
the Certificate of Merger, dated April 7, 2005, by and between 8
Corporation, a Delaware corporation and wholly-owned subsidiary
of the Company, and Oplus Technologies, Inc., a Delaware
corporation. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the
Registration Statement.
In so acting, we have examined originals or copies
(certified or otherwise identified to our satisfaction) of the
Registration Statement, the Plans and such corporate records,
agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of
officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to
all questions of fact material to these opinions that have not
been independently established, we have relied upon certificates
or comparable documents of officers and representatives of the
Company.
2
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with
the terms of the Plans, will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Oplus Technologies Inc.
2003 Israeli Share Option Plan and the Oplus Technologies Inc.
2003 Global Share Option Plan, as assumed by Intel Corporation,
of our reports dated February 15, 2005, with respect to the
consolidated financial statements and schedule of Intel
Corporation, Intel Corporation management's assessment of the
effectiveness of internal control over financial reporting, and
the effectiveness of internal control over financial reporting of
Intel Corporation, included in its Annual Report (Form 10-K) for
the year ended December 25, 2004, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
May 5, 2005