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As filed with the Securities and Exchange Commission on April 18, 1995
Registration No. 33-56107
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C>
INTEL CORPORATION INTEL OVERSEAS CORPORATION
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware California
(State of Incorporation) (State of Incorporation)
94-1672743 77-00533722
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
2200 Mission College Boulevard
Santa Clara, California 95052-8119, (408) 765-8080
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
F. Thomas Dunlap, Jr.
Intel Corporation
Intel Overseas Corporation
2200 Mission College Boulevard
Santa Clara, California 95052-8119, (408) 765-8080
(Name, address, including zip code, and telephone number, including area code,
of registrants' agent for service)
Copies to:
Scott T. Smith
Katharine A. Martin
Pillsbury Madison & Sutro
2700 Sand Hill Road, Menlo Park, California 94025-7020
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
combined prospectus contained herein also relates to Registration Statements on
Form S-3 Nos. 33-58964, 33-20117 and 33-54220.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment that states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.
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PROSPECTUS
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INTEL CORPORATION
Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants to
Purchase Common Stock, Warrants to Purchase Preferred Stock, Third Party
Warrants, Warrants to Purchase Debt Securities, Foreign Currency Exchange
Warrants, Stock Index Warrants, Other Warrants and Guarantees of Debt Securities
of Intel Overseas Corporation
INTEL OVERSEAS CORPORATION
Debt Securities
Intel Corporation, a Delaware corporation ("Intel"), or Intel Overseas
Corporation, a California corporation ("Intel Overseas"), as the case may be,
directly or through agents, dealers or underwriters designated from time to
time, may issue and sell from time to time up to $1,361,000,000 in the
aggregate, subject to the limitations set forth below, of (a) shares of common
stock, $0.001 par value per share of Intel ("Common Stock"), (b) shares of
preferred stock, $0.001 par value per share of Intel ("Preferred Stock"), in one
or more series, (c) depositary shares of Intel ("Depositary Shares"), (d) debt
securities of Intel ("Intel Debt Securities"), (e) options, warrants and other
rights to purchase shares of Common Stock ("Common Stock Warrants") or shares of
Preferred Stock ("Preferred Stock Warrants"), (f) options, warrants and other
rights to purchase shares of capital stock or debt of another corporation or
other entity ("Third Party Warrants"), (g) options, warrants and other rights to
purchase Intel Debt Securities ("Debt Warrants"), (h) options, warrants and
other rights issued by Intel entitling the holders thereof to receive, upon
exercise, the cash value in U.S. dollars of the right to purchase or sell an
amount of non-U.S. currency or currencies for a specified amount of U.S.
dollars, such value to be based on the exchange rate prevailing at the time of
payment of the U.S. dollar either as compared to a specified non-U.S. currency
or currency unit or as determined by reference to an index of specified
currencies or currency units ("Currency Warrants"), (i) options, warrants and
other rights issued by Intel entitling the holders thereof to receive, upon
exercise, an amount in cash determined by reference to decreases, increases or
other measurements in the level of a specified stock index which may be based on
U.S. or foreign stocks or a combination thereof ("Stock Index Warrants") (j)
options, warrants or other rights relating to other items or indices ("Other
Warrants") and (k) debt securities of Intel Overseas, which will be fully and
unconditionally guaranteed (the "Guarantee") by Intel ("Intel Overseas Debt
Securities," and together with the Intel Debt Securities, "Debt Securities"), or
any combination of the foregoing, either individually or as units consisting of
one or more of the foregoing, each on terms to be determined at the time of
sale. The Common Stock, Preferred Stock, Depositary Shares, Debt Securities,
Common Stock Warrants, Preferred Stock Warrants, Third Party Warrants, Debt
Warrants, Currency Warrants, Stock Index Warrants, Other Warrants and Guarantees
are collectively referred to herein as the "Securities." The aggregate dollar
amount available hereunder is covered by four registration statements filed with
the Securities and Exchange Commission, each of which relates to one or more of
the types of Securities offered hereby; most of the types of Securities are
covered by more than one of the registration statements. See "Available
Information." Of the $1,361,000,000 of Securities remaining available,
$150,000,000 can only be designated as Stock Index Warrants and only
$1,031,000,000 is available as Intel Overseas Debt Securities and $1,211,000,000
is generally available.
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Additional information regarding the Securities is set forth on the inside
front cover.
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Certain of the Securities to be offered hereby involve a high degree of
risk. The risks associated with a Security will be set forth in the Prospectus
Supplement relating to such Security.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Intel and Intel Overseas may sell the Securities to or through
underwriters, dealers or agents or directly to purchasers. See "Plan of
Distribution." Intel and Intel Overseas reserve the sole right to accept and,
together with their respective agents from time to time, to reject in whole or
in part any proposed purchase of Securities to be made directly or through
agents. The accompanying Prospectus Supplement sets forth the names of any
underwriters, dealers or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered, and any applicable fee,
commission or discount arrangements with them.
The date of this Prospectus is April 18, 1995
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All specific terms of the offering and sale of Securities, including the
initial public offering price, aggregate amount, listing on any securities
exchange or quotation system, risk factors and the agents, dealers or
underwriters, if any, to be utilized in connection with the sale of the
Securities, will be set forth in an accompanying Prospectus Supplement
("Prospectus Supplement").
With respect to the Preferred Stock, the related Prospectus Supplement will
set forth the specific designation, rights, preferences, privileges and
restrictions thereof, including dividend rate or rates (or method of
ascertaining the same), dividend payment dates, voting rights, liquidation
preference, and any conversion, exchange, redemption or sinking fund provisions.
With respect to the Debt Securities, the related Prospectus Supplement will
set forth the specific designation, rights and restrictions, including the
issuer of the Debt Securities, whether they are senior or subordinated, the
currencies or currency units in which they are denominated, the aggregate
principal amount, the maturity, rate and time of payment of interest, the terms
of the Guarantee, if any, and any conversion, exchange, redemption or sinking
fund provisions.
With respect to the Preferred Stock Warrants, Third Party Warrants and Debt
Warrants the related Prospectus Supplement will contain a description of the
Preferred Stock, capital stock or debt of such third party and Debt Securities,
respectively, for which each warrant will be exercisable and the exercise price,
duration, detachability, call provisions and other principal terms of such
Warrants.
With respect to the Currency Warrants, the related Prospectus Supplement
will set forth whether such Warrants represent the right to purchase ("Currency
Call Warrants") or to sell ("Currency Put Warrants") an amount of non-U.S.
currency or currencies; whether the cash value payable upon exercise ("Cash
Settlement Value") will be based on the exchange rate prevailing at the time of
payment of the U.S. dollar (i) as compared to a specified non-U.S. currency or
units of two or more specified non-U.S. currencies ("Reference Currency") or
(ii) as determined by reference to a Currency Index of two or more specified
non-U.S. currencies or currency units ("Currency Index"); the particular
Reference Currency or Currency Index (including each Index Currency included
therein), as applicable, to which the Cash Settlement Value of such Warrants is
related; the date on which the right to exercise such Warrants commences and the
expiration date of such Warrants; the manner in which such Warrants may be
exercised and any restrictions on, or other special provisions relating to, the
exercise of such Warrants; whether and under what circumstances such Warrants
may be canceled by Intel prior to their expiration date or the exercise or
valuation of, or payment for, such Warrants may be delayed or postponed; the
method of determining the amount payable in connection with the exercise or
cancellation of such Warrants, including, if the Warrants relate to a particular
Currency Index, the predetermined amount to which the level of the Currency
Index upon exercise of such Warrants is compared and the method of translating
movements in the Currency Index into a cash amount in U.S. dollars; the amount
payable on cancellation of such Warrants ("Cancellation Amount") or the amount
payable upon suspension of the exercise of, or postponement of valuation of or
payment for, such Warrants ("Alternative Settlement Amount"), in each case if
applicable, and the minimum expiration value, if any, payable in certain
circumstances upon expiration or exercise of such Warrants ("Minimum Expiration
Value"); certain U.S. federal income tax consequences relating to such Warrants;
and any other specific terms of, or information regarding, such Warrants.
With respect to the Stock Index Warrants, the related Prospectus Supplement
will set forth certain information regarding the stock index (which will be an
established, broadly-based index related to a major domestic or foreign equity
trading market unless otherwise specified) ("Stock Index") and the underlying
stocks ("Underlying Stocks"); whether payment on exercise of such Warrants will
be determined by reference to decreases ("Stock Index Put Warrants"), increases
("Stock Index Call Warrants") or other measurement in the level of the Stock
Index; the date on which the right to exercise such Warrants commences and the
expiration date of such Warrants; the manner in which such Warrants may be
exercised and any restrictions on, or other special provisions relating to, the
exercise of such Warrants; the currency, currency units or composite currency
("Currency") in which payments on the Warrants will be made (which will be U.S.
dollars unless otherwise specified); whether and under what circumstances such
Warrants may be canceled by Intel prior to their expiration date or the exercise
or valuation of, or payment for, such Warrants may be
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delayed or postponed; the method of determining the amount payable in connection
with the exercise or cancellation of such Warrants, including the predetermined
amount with respect to which movements in the level of the Stock Index are
determined upon exercise or cancellation of such Warrants; the method of
translating movements in the Stock Index into a cash amount in the Currency in
which such Warrants are payable, including, for Warrants relating to a foreign
Stock Index ("Foreign Stock Index"), the method of converting amounts in such
foreign currency into U.S. dollars (or such other Currency in which such
Warrants are payable); the Cancellation Amount or Alternative Settlement Amount,
in each case if applicable, and the Minimum Expiration Value, if any, payable in
certain circumstances upon expiration or exercise of such Warrants; certain U.S.
federal income tax consequences relating to such Warrants; and any other
specific terms of, or information regarding, such Warrants.
With respect to the Other Warrants, the related Prospectus Supplement will
set forth certain information regarding a commodity or other item (a
"Commodity") or a commodity index or other index (a "Commodity Index" and
collectively with "Commodity" an "Exercise Item"); whether payment on exercise
of such Warrants will be determined by reference to decreases ("Other Put
Warrants"), increases ("Other Call Warrants") or another measurement in the
value of the Commodity or the level of the Commodity Index; the date on which
the right to exercise such Warrants commences and the expiration date of such
Warrants; the manner in which such Warrants may be exercised and any
restrictions on, or other special provisions relating to, the exercise of such
Warrants; the Currency in which payments on the Warrants will be made (which
will be U.S. dollars unless otherwise specified); whether and under what
circumstances such Warrants may be canceled by Intel prior to their expiration
date or the exercise or valuation of, or payment for, such Warrants may be
delayed or postponed; the method of determining the amount payable in connection
with the exercise or cancellation of such Warrants, including the predetermined
amount with respect to which movements in the Commodity or Commodity Index are
determined upon exercise or cancellation of such Warrants; the method of
translating movements in the Commodity or Commodity Index into a cash amount in
the Currency in which such Warrants are payable; the Cancellation Amount or
Alternative Settlement Amount, in each case if applicable, and the Minimum
Expiration Value, if any, payable in certain circumstances upon expiration or
exercise of such Warrants; certain U.S. federal income tax consequences relating
to such Warrants; and any other specific terms of, or information regarding,
such Warrants.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OVERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON ANY EXCHANGE ON WHICH THE
SECURITIES ARE LISTED, IN THE OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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AVAILABLE INFORMATION
Intel is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
concerning Intel can be inspected and copied at the public reference facilities
maintained by the Commission at its offices at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Offices
of the Commission located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
Intel Overseas is not subject to the informational requirements of the
Exchange Act.
Intel and Intel Overseas have filed with the Commission certain
registration statements on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act") as follows: a registration statement filed in February
1988 by Intel originally related to $150,000,000 of Debt Securities of Intel and
$30,000,000 of Currency Warrants and was amended in May 1993 to cover all
Securities, except Intel Overseas Debt Securities, and to aggregate the dollar
amount of the Securities registered (the "1988 Registration Statement"); a
registration statement filed in November 1992 by Intel relates to $150,000,000
of Stock Index Warrants (the "1992 Registration Statement"); a Registration
Statement filed in March 1993 by Intel and Intel Overseas relates to
$3,000,000,000 of Securities (of which $1,030,000,000 remains available) (the
"1993 Registration Statement"); and a Registration Statement filed in October
1994 by Intel and Intel Overseas relates to $1,000,000 of Securities (the "1994
Registration Statement," and together with the 1988 Registration Statement, the
1992 Registration Statement and the 1993 Registration Statement, collectively
the "Registration Statements"). This Prospectus does not contain all of the
information set forth in the Registration Statements, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Intel's Annual Report on Form 10-K for the year ended December 31, 1994 is
incorporated in this Prospectus by reference. All documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. 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 Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Intel or Intel Overseas will provide without charge to each person to whom
a copy of the Prospectus has been delivered, and who makes a written or oral
request, a copy of any and all of the information that has been incorporated by
reference in the Registration Statements, excluding exhibits. Requests should be
directed to: F. Thomas Dunlap, Jr., Secretary, Intel Corporation, 2200 Mission
College Boulevard, Santa Clara, California 95052-8119 (telephone number: (408)
765-8080).
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References herein to "U.S. dollar," "dollar," "U.S.$" or "$" are to the
lawful currency of the United States of America.
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An index to defined terms used herein is located on the inside back cover
of this Prospectus.
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INTEL
Intel designs, develops, manufactures and markets advanced microcomputer
components and related products at various levels of integration. Intel's
strategy is to offer original equipment manufacturers (OEMs) a range of
solutions for their needs at component, board and system levels, and to offer
personal computer end users products that enhance their systems in the areas of
connectivity, performance and portability.
Intel's microcomputer components are integrated circuits consisting of
silicon-based semiconductors etched with complex patterns of transistors.
Intel's component products are primarily microprocessors, microprocessor
peripheral components, memory components and embedded control products. A
microprocessor is the central processing unit (CPU) of a microcomputer. It
processes system data and controls input, output, peripheral and memory devices.
Intel offers microprocessors in two main families: the 32-bit Inte1486(TM) and
Pentium(TM) microprocessor family which is used in personal computers,
minicomputers, parallel processing systems and other applications; and the
i960(R) microprocessor family which is used in embedded control applications.
Intel began volume shipments of the Intel Pentium processor in late 1993. Intel
also offers upgrade processors, including the OverDrive(TM) processor. A
microprocessor peripheral component is a special-purpose chip that works with a
CPU, managing selected input/output or other system functions such as graphics,
disk memory and communications. Memory components are used to store computer
programs and data entered during system operation. Intel's memory components
include flash memories and erasable programmable read only memories (EPROMs).
Embedded control products (microprocessors and microcontrollers) are designed to
be embedded within an application and to be programmed to control the operation
of that application.
Intel provides software for networking, microcomputer operating systems and
developmental and debug support for OEMs incorporating Intel microprocessors or
microprocessor-based systems into their end-user products. Intel also offers a
broad range of board and system-level products for use by OEMs and personal
computer end users. Intel offers singleboard computer modules that can be used
as the building blocks of microcomputer and real-time control systems, all of
which are based on Intel components. Intel branded PC enhancement products,
including both hardware and software, are sold to personal computer users to
exchange or upgrade personal computers or personal computer networks. These
products include add-in cards and chips that increase a system's processing
power or available memory and provide it with the ability to help personal
computer administrators build, use and manage local area networks (LANs). In
addition, Intel offers a line of parallel supercomputers, the Paragon(TM) XP/S
supercomputer, based on multiple microprocessors working simultaneously.
Intel conducts worldwide operations principally in the United States,
Israel, Western Europe, Asia Pacific and Japan.
Intel was incorporated in California in 1968 and reincorporated in Delaware
in 1989. Its principal executive offices are located at 2200 Mission College
Boulevard, Santa Clara, California 95052 and its telephone number is (408)
765-8080.
INTEL OVERSEAS
Intel Overseas was incorporated in California in 1984, and is a wholly
owned subsidiary of Intel. Intel Overseas engages in domestic sales financings
and other special financings and investments. Its principal executive offices
are located at 2200 Mission College Boulevard, Santa Clara, California 95052 and
its telephone number is (408) 765-8080.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of Securities offered hereby, after hedging costs, if
any, incurred in connection with the Currency Warrants or Stock Index Warrants,
will be used for general corporate purposes.
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GENERAL DESCRIPTION OF SECURITIES
Intel may offer under this Prospectus shares of Common Stock, Preferred
Stock, Intel Debt Securities, Common Stock Warrants, Preferred Stock Warrants,
Third Party Warrants, Debt Warrants, Currency Warrants, Stock Index Warrants,
Other Warrants or any combination of the foregoing, either individually or as
units consisting of one or more Securities. Intel Overseas may offer under this
Prospectus Intel Overseas Debt Securities in conjunction with Guarantees of
Intel. The aggregate offering price of Securities offered by Intel and Intel
Overseas under this Prospectus will not exceed $1,361,000,000. If Securities are
offered as units, the terms of the units will be set forth in a Prospectus
Supplement. Certain of the Securities to be offered hereby involve a high degree
of risk. Such risks will be set forth in the Prospectus Supplement relating to
such Security.
DESCRIPTION OF THE COMMON STOCK
General
Under Intel's Restated Certificate of Incorporation (the "Certificate of
Incorporation"), Intel is authorized to issue up to 1.4 billion shares of Common
Stock. The Common Stock is not redeemable, does not have any conversion rights
and is not subject to call. Holders of shares of Common Stock have no preemptive
rights to maintain their percentage of ownership in future offerings or sales of
stock of Intel. Holders of shares of Common Stock have one vote per share in all
elections of directors and on all other matters submitted to a vote of
stockholders of Intel. The holders of Common Stock are entitled to receive
dividends, if any, as and when declared from time to time by the Board of
Directors of Intel out of funds legally available therefor. Upon liquidation,
dissolution or winding up of the affairs of Intel, the holders of Common Stock
will be entitled to participate equally and ratably, in proportion to the number
of shares held, in the net assets of Intel available for distribution to holders
of Common Stock. The shares of Common Stock currently outstanding are fully paid
and nonassessable.
Certain Certificate of Incorporation Provisions
General Effect
Intel has adopted a number of provisions in its Certificate of
Incorporation that might discourage certain types of transactions that involve
an actual or threatened change of control of Intel. The provisions may make it
more difficult and time consuming to change majority control of the Board of
Directors and thus reduce the vulnerability of Intel to an unsolicited offer,
particularly an offer that does not contemplate the acquisition of all of
Intel's outstanding shares.
These provisions are intended to encourage persons seeking to acquire
control of Intel to initiate such an acquisition through arms'-length
negotiations with Intel's management and Board of Directors. Additionally, such
provisions provide management with the time and information necessary to
evaluate a takeover proposal, to study alternative proposals and to help ensure
that the best transaction involving Intel is ultimately undertaken. Nonetheless,
the provisions could have the effect of discouraging a third party from making a
tender offer or otherwise attempting to obtain control of Intel, even though
such an attempt might be beneficial to Intel and its stockholders.
Fair Price Provision
The Certificate of Incorporation contains a fair price provision (the "Fair
Price Provision") which requires that mergers and certain other business
combinations ("Business Combinations") involving Intel and persons beneficially
owning 5% or more of the outstanding shares of Common Stock (an "Interested
Stockholder") either (1) meet certain minimum price and procedural requirements,
(2) be approved by a majority of the members of Intel's Board of Directors who
are unaffiliated with the 5% stockholder and who were directors before the
stockholder became a 5% stockholder (the "Disinterested Directors"), or (3) be
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approved by the holders of at least 66-2/3% of the voting power of Intel's
outstanding voting stock ("Voting Stock").
Minimum Price and Procedural Requirements. To consummate a Business
Combination based on the minimum price and procedural requirements condition,
all the following conditions must be satisfied:
(a) Intel's stockholders shall have the right to receive cash for
their shares if cash was paid by the Interested Stockholder to acquire any
shares of Intel's stock, or any interest therein, in the two years prior to
the announcement of the transaction;
(b) The aggregate amount of the cash and the fair market value
(calculated in accordance with the Fair Price Provision) to be paid shall
equal the higher of: (1) the highest price per share paid by the Interested
Stockholder in acquiring any shares of Voting Stock during the five years
prior to the date of the consummation of the Business Combination (the
"Consummation Date"), or (2) the fair market value per share of Common
Stock on the date on which the Interested Stockholder became an Interested
Stockholder (the "Determination Date") or the Consummation Date whichever
is higher;
(c) After the Determination Date and prior to the Consummation Date:
(1) if Intel pays regular dividends, Intel shall not have failed to pay
dividends, reduced the annual rate of dividends or failed to increase the
rate of dividends to reflect a reduction in the number of shares of Voting
Stock, unless approved by a majority of the Disinterested Directors; (2)
the Interested Stockholder shall not have acquired any additional shares of
Voting Stock, directly from Intel or otherwise, in any transaction after
the transaction pursuant to which it became an Interested Stockholder; and
(3) the Interested Stockholder shall not have received, at any time after
it became an Interested Stockholder, whether in connection with the
proposed Business Combination or otherwise, the benefit of any loan or
other financial assistance or tax advantage provided by Intel (other than
proportionately as a stockholder); and
(d) A proxy or information statement disclosing the terms and
conditions of the proposed Business Combination and complying with the
requirements of the proxy rules promulgated under the Exchange Act must be
mailed to all stockholders of Intel at least 30 days before the
consummation of a Business Combination. The Disinterested Directors must be
provided in such proxy statement an opportunity to state their views
regarding the proposed Business Combination and to include therewith an
opinion of an independent investment banking firm they have selected.
66-2/3% Vote Required to Amend or Repeal the Fair Price Provision. The
Certificate of Incorporation requires the affirmative vote of the holders of
66-2/3% or more of the outstanding Voting Stock to amend, alter or repeal, or to
adopt any provisions inconsistent with, the Fair Price Provision.
Stockholders' Meetings
The Certificate of Incorporation allows only the Chairman of the Board or
the President or a majority of the Board of Directors to call a stockholders'
meeting. This limitation prevents a stockholder or group of stockholders from
forcing Intel to conduct a stockholders' meeting at any time not sanctioned by
the Chairman of the Board or the President or Board of Directors, regardless of
the number of shares of Common Stock held by such stockholder or group of
stockholders.
No Action by Stockholder Consent
Intel's Certificate of Incorporation prohibits action that is required or
permitted to be taken at any annual or special meeting of stockholders of Intel
from being taken by the written consent of stockholders without a meeting. This
provision may be altered, amended or repealed only if the holders of 66-2/3% or
more of Voting Stock vote in favor of such action.
DESCRIPTION OF THE PREFERRED STOCK
Under the Certificate of Incorporation, the Board of Directors of Intel may
direct the issuance of up to 50,000,000 shares of Preferred Stock in one or more
series and with rights, preferences, privileges and
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restrictions, including dividend rights, voting rights, conversion rights, terms
of redemption and liquidation preferences, that may be fixed or designated by
the Board of Directors pursuant to a certificate of designation without any
further vote or action by Intel's stockholders. The issuance of Preferred Stock
may have the effect of delaying, deferring or preventing a change in control of
Intel. Preferred Stock, upon issuance against full payment of the purchase price
therefor, will be fully paid and nonassessable. The specific terms of a
particular series of Preferred Stock will be described in the Prospectus
Supplement relating to that series. The description of Preferred Stock set forth
below and the description of the terms of a particular series of Preferred Stock
set forth in the related Prospectus Supplement do not purport to be complete and
are qualified in their entirety by reference to the certificate of designation
relating to that series. The related Prospectus Supplement will contain a
description of certain United States Federal income tax consequences relating to
the purchase and ownership of the series of Preferred Stock described in such
Prospectus Supplement.
The rights, preferences, privileges and restrictions of the Preferred Stock
of each series will be fixed by the certificate of designation relating to such
series. A Prospectus Supplement, relating to each series, will specify the terms
of the Preferred Stock as follows:
(a) The maximum number of shares to constitute the series and the
distinctive designation thereof;
(b) The annual dividend rate, if any, on shares of the series, whether
such rate is fixed or variable or both, the date or dates from which
dividends will begin to accrue or accumulate and whether dividends will be
cumulative;
(c) The price at and the terms and conditions on which the shares of
the series may be redeemed, including the time during which shares of the
series may be redeemed and any accumulated dividends thereon that the
holders of shares of the series shall be entitled to receive upon the
redemption thereof;
(d) The liquidation preference, if any, and any accumulated dividends
thereon, that the holders of shares of the series shall be entitled to
receive upon the liquidation, dissolution or winding up of the affairs of
Intel;
(e) Whether or not the shares of the series will be subject to
operation of a retirement or sinking fund, and, if so, the extent and
manner in which any such fund shall be applied to the purchase or
redemption of the shares of the series for retirement or for other
corporate purposes, and the terms and provisions relating to the operation
of such fund;
(f) The terms and conditions, if any, on which the shares of the
series shall be convertible into, or exchangeable for, shares of any other
class or classes of capital stock of Intel or a third party or any series
of any other class or classes, or of any other series of the same class,
including the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same;
(g) The voting rights, if any, on the shares of the series; and
(h) Any or all other preferences and relative, participating,
operational or other special rights or qualifications, limitations or
restrictions thereof.
As described under "Depositary Shares," Intel may, at its option, elect to
offer Depositary Shares evidenced by depositary receipts ("Depositary
Receipts"), each representing a fractional interest (to be specified in the
Prospectus Supplement relating to the particular series of the Preferred Stock)
in a share of the particular series of the Preferred Stock issued and deposited
with a Depositary (as defined below).
DESCRIPTION OF THE DEPOSITARY SHARES
The description set forth below and in the related Prospectus Supplement of
certain provisions of the Deposit Agreement (as defined below) and of the
Depositary Shares and Depositary Receipts does not purport to be complete and is
subject to and qualified in its entirety by reference to the forms of Deposit
Agreement and Depositary Receipts relating to each series of the Preferred Stock
which have been or will be filed with the Commission in connection with the
offering of such series of the Preferred Stock.
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General
Intel may, at its option, elect to offer fractional interests in shares of
Preferred Stock, rather than shares of Preferred Stock. In the event such option
is exercised, Intel will provide for the issuance by a Depositary to the public
of receipts for Depositary Shares, each of which will represent a fractional
interest as set forth in the Prospectus Supplement relating to a particular
series of the Preferred Stock.
The shares of any series of the Preferred Stock underlying the Depositary
Shares will be deposited under a separate Deposit Agreement (the "Deposit
Agreement") between Intel and a bank or trust company selected by Intel having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). The Prospectus Supplement
relating to a series of Depositary Shares will set forth the name and address of
the Depositary. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, in proportion to the applicable fractional
interest in a share of Preferred Stock underlying such Depositary Shares, to all
the rights and preferences of the Preferred Stock underlying such Depositary
Shares (including dividend, voting, redemption, conversion and liquidation
rights). The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of Intel, issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared thereafter
without unreasonable delay, and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at Intel's expense.
Upon surrender of Depositary Receipts at the office of the Depositary and
upon payment of the charges provided in the Deposit Agreement and subject to the
terms thereof, a holder of Depositary Shares is entitled to have the Depositary
deliver to such holder the whole shares of Preferred Stock underlying the
Depositary Shares evidenced by the surrendered Depositary Receipts.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares relating to such Preferred Stock in proportion to the
numbers of such Depositary Shares owned by such holders on the relevant record
date. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributed shall be added to and treated as
part of the next sum received by the Depositary for distribution to record
holders of Depositary Shares.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
Intel, sell such property and distribute the net proceeds from such sale to such
holders.
Redemption of Depositary Shares
If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
shall mail notice of redemption not less than 30 and not more than 60 days prior
to the date fixed for redemption to the record holders of the Depositary Shares
to be so redeemed at their respective addresses appearing in the Depositary's
books. The redemption price per Depositary Share will be equal to the applicable
fraction of the redemption price per share payable with respect to such series
of the Preferred Stock. Whenever Intel redeems shares of Preferred Stock held by
the Depositary, the Depositary will redeem as of the same redemption date the
number of Depositary Shares relating to shares of Preferred Stock so redeemed.
If less than all of the Depositary Shares are to be redeemed, the Depositary
Shares to be redeemed will be selected by lot or pro rata as may be determined
by the Depositary.
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After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the Depositary Shares
relating to such Preferred Stock. Each record holder of such Depositary Shares
on the record date (which will be the same date as the record date for the
Preferred Stock) will be entitled to instruct the Depositary as to the exercise
of the voting rights pertaining to the number of shares of Preferred Stock
underlying such holder's Depositary Shares. The Depositary will endeavor,
insofar as practicable, to vote the number of shares of Preferred Stock
underlying such Depositary Shares in accordance with such instructions, and
Intel will agree to take all action which may be deemed necessary by the
Depositary in order to enable the Depositary to do so. The Depositary will
abstain from voting shares of Preferred Stock to the extent it does not receive
specific instructions from the holders of Depositary Shares relating to such
Preferred Stock.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between Intel and the Depositary. However, any amendment which materially and
adversely alters the rights of the existing holders of Depositary Shares will
not be effective unless such amendment has been approved by the record holders
of at least a majority of the Depositary Shares then outstanding. A Deposit
Agreement may be terminated by Intel or the Depositary only if (1) all
outstanding Depositary Shares relating thereto have been redeemed or (2) there
has been a final distribution in respect of the Preferred Stock of the relevant
series in connection with any liquidation, dissolution or winding up of Intel
and such distribution has been distributed to the holders of the related
Depositary Shares.
Charges of Depositary
Intel will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Intel will pay
charges of the Depositary in connection with the initial deposit of the
Preferred Stock and any redemption of the Preferred Stock. Holders of Depositary
Shares will pay transfer and other taxes and governmental charges and such other
charges as are expressly provided in the Deposit Agreement to be for their
accounts.
Miscellaneous
The Depositary will forward to the holders of Depositary Shares all reports
and communications from Intel which are delivered to the Depositary and which
Intel is required to furnish to the holders of the Preferred Stock.
Neither the Depositary nor Intel will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of Intel and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and they will not be obligated to prosecute or
defend any legal proceeding in respect of any Depositary Shares or Preferred
Stock unless satisfactory indemnity is furnished. They may rely upon written
advice of counsel or accountants, or information provided by persons presenting
Preferred Stock for deposit, holders of Depositary Shares or other persons
believed to be competent and on documents believed to be genuine.
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Resignation and Removal of Depositary
The Depositary may resign at any time by delivering to Intel notice of its
election to do so, and Intel may at any time remove the Depositary, any such
resignation or removal to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment. Such successor Depositary
must be appointed within 90 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF THE DEBT SECURITIES
General
Either Intel or Intel Overseas may offer under this Prospectus Senior Debt
Securities (as defined below) or Subordinated Debt Securities (as defined below)
or any combination of the foregoing. The Debt Securities offered hereby will
represent unsecured general obligations of Intel or Intel Overseas, as the case
may be (each an "Issuer"), and will either (1) rank prior to all subordinated
indebtedness of the Issuer and pari passu with all other indebtedness of the
Issuer outstanding on the date of the Prospectus Supplement relating to such
Debt Securities (the "Senior Debt Securities") or (2) be subordinate in right of
payment to certain other debt obligations of the Issuer outstanding on the date
of the Prospectus Supplement (the "Subordinated Debt Securities"). Intel
Overseas Debt Securities will be fully and unconditionally guaranteed by Intel,
and the obligations of Intel under the Guarantee will either (1) rank prior to
all subordinated indebtedness of Intel and pari passu with all other
indebtedness of Intel outstanding on the date of the Prospectus Supplement
relating to such guaranteed Intel Overseas Debt Securities or (2) be subordinate
in right of payment to certain other debt obligations of Intel outstanding on
the date of the related Prospectus Supplement. The Senior Debt Securities and
the Subordinated Debt Securities may be issued under indentures that incorporate
by reference standard indenture provisions substantially in the form of the
Standard Indenture Provisions of Intel (the "Intel Standard Indenture
Provisions") or Intel Overseas (the "Intel Overseas Standard Indenture
Provisions," collectively with the Intel Standard Indenture Provisions, the
"Standard Indenture Provisions"), each of which is filed as an exhibit to the
1993 Registration Statement. In this Prospectus, any indenture relating to
Senior Debt Securities is referred to as a "Senior Indenture," any indenture
relating to Subordinated Debt Securities is referred to as a "Subordinated
Indenture" and the Senior Indenture and the Subordinated Indenture are
collectively referred to as "Indentures." None of the Indentures will limit the
amount of Debt Securities that may be issued thereunder, and each Indenture will
provide that Debt Securities may be issued thereunder up to an aggregate
principal amount authorized from time to time by the Issuer and may be payable
in any currency or currency unit designated by the Issuer or in amounts
determined by reference to an index. The following summary of certain provisions
that will be contained in the Indenture, if any, pursuant to which Debt
Securities are issued or in the Debt Security, as the case may be, does not
purport to be complete and is qualified in its entirety by reference to the
applicable form of Standard Indenture Provisions or Debt Security, respectively,
filed as an exhibit to the 1993 Registration Statement.
Reference is hereby made to the related Prospectus Supplement for the
following terms and other information to the extent applicable with respect to
the Debt Securities being offered thereby: (1) the designation, aggregate
principal amount, authorized denominations and priority of such Debt Securities;
(2) the percentage of the principal amount at which such Debt Securities will be
issued; (3) the currency, currencies or currency units in which, or index with
respect to which, the principal of, and any interest on, such Debt Securities
may be payable; (4) the date on which such Debt Securities will mature; (5) the
rate per annum at which such Debt Securities will bear interest, if any, or the
method of determination of such rate; (6) the dates from and on which such
interest, if any, will accrue and be payable and the designated record dates for
such interest payments; (7) whether such Debt Securities are to be issued in
whole or in part in the form of one or more global certificates and, if so, the
identity of a depositary (the "Debt Depositary") for such global certificates;
(8) any redemption terms; (9) in the case of Debt Securities offered by Intel
Overseas, the terms of the Guarantee; (10) any conversion or exchange
provisions; and (11) other specific terms.
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If any of the Debt Securities are sold for foreign currencies or foreign
currency units, the restrictions, elections, tax consequences, specific terms
and other information with respect to such issue of Debt Securities and such
currencies or currency units will be set forth in the Prospectus Supplement
relating thereto.
The Debt Securities may be issued in fully registered form without coupons,
or in a form registered as to principal only with coupons or in bearer forms
with coupons. Unless otherwise specified in the related Prospectus Supplement,
the Debt Securities will be only fully registered Debt Securities. In addition,
Debt Securities of a series may be issuable in the form of one or more global
certificates, which will be denominated in an amount equal to all or a portion
of the aggregate principal amount of such Debt Securities. See "Global Debt
Securities" below.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
that at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable to any such series will be
described in the Prospectus Supplement relating thereto.
Global Debt Securities
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with, or on
behalf of, the Debt Depositary identified in the Prospectus Supplement relating
to such series. Unless and until it is exchanged in whole or in part for Debt
Securities in individually certificated form, a global Debt Security may not be
transferred except as a whole to a nominee of the Debt Depositary for such
global Debt Security, or by a nominee for the Debt Depositary to the Debt
Depositary, or to a successor of the Debt Depositary or a nominee of such
successor.
The specific terms of the depositary arrangement with respect to any series
of Debt Securities and the rights of, and limitations on, owners of beneficial
interests in a global Debt Security representing all or a portion of a series of
Debt Securities will be described in the Prospectus Supplement relating to such
series.
Conversion and Exchange
The terms, if any, on which Debt Securities of any series are convertible
into or exchangeable for Common Stock or Preferred Stock or capital stock, debt
or other securities (including options, warrants and other rights) of other
entities ("Third Party Securities"), property or cash, or a combination of any
of the foregoing, will be set forth in the Prospectus Supplement relating
thereto. Such terms may include provisions for conversion or exchange, either
mandatory, at the option of the holder, or at the option of the Issuer, in which
the number of shares of Common Stock, Preferred Stock or Third Party Securities
to be received by the holders of the Debt Securities (the "Debt Holders") would
be calculated according to the factors and at such time as set forth in the
related Prospectus Supplement.
In the event Debt Securities of any series are to be offered that are
convertible into or exchangeable for Third Party Securities, the Prospectus
Supplement will identify the Third Party Securities, the issuer of such Third
Party Securities (the "Third Party Issuer"), all documents filed by the Third
Party Issuer pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
since the end of such Third Party Issuer's last completed fiscal year for which
a Form 10-K annual report has been filed and the document or documents filed
under the Exchange Act which contain a description of the Third Party
Securities being sold or, if no such document or documents exist, the
Prospectus Supplement will include a description of the Third Party Securities
being sold. Third Party Securities will only be securities of third parties
that are eligible to use Form S-3 (or any successor form) for primary offerings
under the rules and regulations of the Commission. To the extent the Securities
Act requires registration of the Third Party Securities by the
Third Party Issuer, such as where the Third Party Issuer is an affiliate of
Intel, in connection with the issuance, conversion and/or exchange of such Debt
Securites, Intel will cause the Third Party Issuer to file a third party
registration statement ("Third Party Registration Statement") under the
Securities Act. Where the conversion and/or exchange of the Debt Securities
would require an effective Third Party Registration Statement at the time of
such exchange or conversion, the exchange or conversion will be subject to the
effectiveness of such registration statement.
For example, Debt Securities that are convertible into or exchangeable
for Third Party Securities may be convertible or exchangeable by their terms at
the election of Intel or mandatorily at the expiration of a specified period or
at other times under specified circumstances ("Mandatory Debt Securities") or
may be convertible or exchangeable by their terms at the election of the Debt
Holder at any time, during a specified period or periods or on a specified date
or dates ("Voluntary Debt Securities"). In the case of both Mandatory Debt
Securities and Voluntary Debt Securities, if Intel is an affiliate of the
Third Party Issuer, the Third Party Securities into which they may be converted
or for which they may be exchanged will be the subject of a registration
statement filed under the Securities Act by the Third Party Issuer prior to any
offer of such Mandatory or Voluntary Debt Securities, and a Third Party
Registration Statement with respect to such Third Party Securities will have
been declared effective prior to any sale of such Mandatory or Voluntary Debt
Securities, except in the case of Voluntary Debt Securities that are not
immediately exercisable or convertible, in which case, such a Third Party
Registration Statement would have to be effective, absent an exemption,
when the Debt Holder elects to convert such Voluntary Debt Securities into
or exchange them for Third Party Securities.
Modification of Terms of Debt Securities
Each Indenture or form of Debt Security, as the case may be, the rights and
obligations of the Issuer and the rights of the Debt Holders may be modified
with respect to one or more series of Debt Securities issued under such
Indenture or pursuant to such form of Debt Security with the consent of the Debt
Holders of not less than a majority in principal amount of the outstanding Debt
Securities of each such series affected by the modification or amendment. No
modification of the terms of payment of principal or interest, and no
modification reducing the percentage required for modification, is effective
against any Debt Holder without its consent.
Events of Default
Each Indenture or form of Debt Security, as the case may be, will provide
that the following are events of default with respect to any series of Debt
Securities issued thereunder: (1) default in the payment of the principal of any
Debt Security of such series when and as the same shall be due and payable; (2)
default in making a sinking fund payment, if any, when and as the same shall be
due and payable by the terms of the
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Debt Securities of such series; (3) default for 30 days in the payment of any
installment of interest on any Debt Securities of such series; (4) default for
90 days after notice in the performance in any material respect of any other
covenants in respect of the Debt Securities of such series contained in the
Indenture; (5) certain events of bankruptcy, insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of the Issuer (or
guarantor, if applicable) or its property; and (6) any other event of default
provided in the applicable Board of Directors' resolution or supplemental
indenture under which such series of Debt Securities is issued. An event of
default with respect to a particular series of Debt Securities issued under an
Indenture or form of Debt Security, as the case may be, will not necessarily
constitute an Event of Default with respect to any other series of Debt
Securities issued under such Indenture or form of Debt Security, as the case may
be. The trustee under an Indenture may withhold notice to the Debt Holders of
any series of Debt Securities of any default with respect to such series (except
in the payment of principal or interest) if it considers such withholding in the
interests of such Debt Holders.
If an event of default with respect to any series of Debt Securities shall
have occurred and be continuing, the appropriate trustee under the Indenture, if
any, or the Debt Holders of not less than 25% in aggregate principal amount of
the Debt Securities of such series may declare the principal, or in the case of
discounted Debt Securities, such portion thereof as may be described in the
Prospectus Supplement, of all the Debt Securities of such series to be due and
payable immediately.
The Issuer will file at least annually with each trustee under an Indenture
a certificate, signed by specified officers, stating whether or not such
officers have knowledge of any default, and, if so, specifying each such default
and the nature thereof.
Subject to provisions relating to its duties in case of default, a trustee
under the Indentures shall be under no obligation to exercise any of its rights
or powers under the applicable Indenture at the request, order or direction of
any Debt Holders, unless such Debt Holders shall have offered to such trustee
reasonable indemnity. Subject to such provisions for indemnification, the Debt
Holders of a majority in principal amount of the Debt Securities of any series
may direct the time, method and place of conducting any proceeding for any
remedy available to the appropriate trustee, or exercising any trust or power
conferred upon such trustee, with respect to the Debt Securities of such series.
Payment and Transfer
Principal of, and premium and interest, if any, on, fully registered Debt
Securities will be payable at the corporate trust office of the trustee or any
other office maintained by the Issuer for such purposes, provided that payment
of interest, if any, will be made, unless otherwise provided in the related
Prospectus Supplement, by check mailed to the persons in whose names such Debt
Securities are registered at the close of business on the day or days specified
in the Prospectus Supplement. The principal of, and premium and interest, if
any, on, Debt Securities in other forms will be payable in the manner and at the
place or places as designated by the Issuer and specified in the related
Prospectus Supplement.
Fully registered Debt Securities may be transferred or exchanged at the
corporate trust office of the trustee or at any other office or agency
maintained by the Issuer for such purposes, subject to the limitations in the
applicable Indenture, without the payment of any service charge except for any
tax or governmental charge incidental thereto. Provisions with respect to the
transfer and exchange of Debt Securities in other forms will be set forth in the
related Prospectus Supplement.
Defeasance
An Indenture will provide that it will cease to be of further effect with
respect to a certain series of Debt Securities (except for certain obligations
to register the transfer or exchange of Debt Securities) if (1) the Issuer
delivers to the trustee for the Debt Securities of such series for cancellation
all Debt Securities of all series and the coupons, if any, appertaining thereto,
or (2) if the Issuer deposits into trust with the trustee money or United States
government obligations, that, through the payment of interest thereon and
principal thereof in accordance with their terms, will provide money in an
amount sufficient to pay all the principal of,
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and interest on, the Securities of such series on the dates such payments are
due or redeemable in accordance with the terms of such Securities.
Senior Debt Securities
The Senior Debt Securities will constitute part of the Senior Indebtedness
(as defined below) of the Issuer and will rank pari passu with all outstanding
senior debt. Except as set forth in the related Prospectus Supplement, the
outstanding Subordinated Indebtedness (as defined below) has been, or will be,
subordinated, as to payment of principal, and premium and interest, if any, to
Senior Indebtedness, including the Senior Debt Securities.
Subordinated Debt Securities
Except as described in the related Prospectus Supplement, the Subordinated
Debt Securities will be junior and subordinate in right of payment to all Senior
Indebtedness of the Issuer, whether outstanding at the date of the Subordinated
Indenture, if any, or issuance, as the case may be, or incurred after such date.
The term "Senior Indebtedness" will be defined to mean (1) all indebtedness of
the Issuer for money borrowed (including purchase-money obligations with an
original maturity in excess of one year) or evidence by debentures, notes or
other corporate debt securities or similar instruments issued by the Issuer, (2)
indebtedness or obligations of the Issuer constituting a guarantee of
indebtedness of or an obligation of others of the type referred to in (1) above,
or (3) any modification, extension, renewal or refunding of any of the
indebtedness or obligations referred to in (1) or (2) above, except any
indebtedness or obligation or modification, extension, renewal or refunding
that, under the express provisions of the instrument creating or evidencing it,
or pursuant to which it is outstanding, is not superior in right of payment to
the Subordinated Debt Securities. "Subordinated Indebtedness" will be defined to
mean all indebtedness of the Issuer that is subordinate and junior in right of
payment to any other indebtedness of the Issuer.
Upon any distribution of assets of the Issuer in connection with any
dissolution, winding up, liquidation or reorganization of the Issuer, the
holders of all Senior Indebtedness will first be entitled to receive payment in
full of principal of, and interest, if any, on, such Senior Indebtedness before
the holders of Subordinated Debt Securities are entitled to receive any payment
thereon. If any Subordinated Debt Security is declared due and payable because
of the occurrence of an event of default, under circumstances when the
provisions of the foregoing sentence are not applicable, the trustee under a
Subordinated Indenture, if any, or the holders of Subordinated Debt Securities
shall be entitled to payment only after there shall first have been paid in full
the Senior Indebtedness outstanding at the time such Subordinated Debt Security
so becomes due and payable because of such event of default. During the
continuance of any default with respect to Senior Indebtedness, or if a default
would be caused by any payment upon or in respect of the Subordinated Debt
Securities, or if any Subordinated Debt Securities are declared or become
payable before their stated maturity because of an event of default, no payment
may be made by the Issuer or be due or payable upon or in respect of the
Subordinated Debt Securities until all Senior Indebtedness has been paid in
full.
This subordination will not prevent the occurrence of any event of default.
There is no limitation on the issuance of additional Senior Indebtedness in a
Subordinated Indenture.
Intel Guarantee
Intel will fully and unconditionally guarantee to the holders from time to
time of any Intel Overseas Debt Securities: (1) the full and prompt payment of
the principal of and any redemption premium on any Debt Securities when and as
the same shall become due, whether at the stated maturity thereof, by
acceleration, call for redemption or otherwise and (2) the full and prompt
payment of the interest on any Debt Securities when and as the same shall become
due. The Guarantee will remain in effect until the entire principal of, and
interest and premium if any on, the Intel Overseas Debt Securities shall have
been paid in full or otherwise discharged in accordance with the provisions of
the Indenture, if any, or form of Intel Overseas Debt Security, as the case may
be. In the event of a default in the payment of principal of or any premium on
any Intel Overseas Debt Security when and as the same shall become due, whether
at the stated maturity thereof, by
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acceleration, call for redemption or otherwise, or in the event of a default in
any sinking fund payment, or in the event of a default in the payment of any
interest on any Debt Security when and as the same shall become due, the Trustee
or holders thereof will have the right to proceed first and directly against
Intel without first proceeding against Intel Overseas or exhausting any other
remedies which it may have. Any Guarantee may be subordinated to other
obligations of Intel in the same manner as described in the first and third
sentences of the second paragraph under "Subordinated Debt Securities."
DESCRIPTION OF THE WARRANTS TO PURCHASE COMMON OR PREFERRED STOCK
The following statements with respect to the Common Stock Warrants and
Preferred Stock Warrants (collectively, the "Stock Warrants") are summaries of,
and subject to, the detailed provisions of a warrant agreement ("Stock Warrant
Agreement") to be entered into by Intel and a warrant agent to be selected at
the time of issue (the "Stock Warrant Agent"), which Stock Warrant Agreement may
include or incorporate by reference standard warrant provisions substantially in
the form of the Standard Stock Warrant Provisions (the "Stock Warrant
Provisions") filed as an exhibit to the 1993 Registration Statement.
General
The Stock Warrants, evidenced by warrant certificates (the "Stock Warrant
Certificates"), may be issued under the Stock Warrant Agreement independently or
together with any Securities offered by any Prospectus Supplement and may be
attached to or separate from such Securities. If Stock Warrants are offered, the
related Prospectus Supplement will describe the terms of the Stock Warrants,
including without limitation the following: (1) the offering price, if any; (2)
the designation and terms of the Common or Preferred Stock purchasable upon
exercise of the Stock Warrants; (3) the number of shares of Common or Preferred
Stock purchasable upon exercise of one Stock Warrant and the initial price at
which such shares may be purchased upon exercise; (4) the date on which the
right to exercise the Stock Warrants shall commence and the date on which such
right shall expire; (5) Federal income tax consequences; (6) call provisions, if
any; (7) the currency, currencies or currency units in which the offering price,
if any, and exercise price are payable; (8) the antidilution provisions of the
Stock Warrants; and (9) any other terms of the Stock Warrants. The shares of
Common or Preferred Stock issuable upon exercise of the Stock Warrants will,
when issued in accordance with the Stock Warrant Agreement, be fully paid and
nonassessable.
Exercise of Stock Warrants
Stock Warrants may be exercised by surrendering to the Stock Warrant Agent
the Stock Warrant certificate signed by the warrantholder, or its duly
authorized agent, indicating the warrantholder's election to exercise all or a
portion of the Stock Warrants evidenced by the certificate. Surrendered Stock
Warrant certificates shall be accompanied by payment of the aggregate exercise
price of the Stock Warrants to be exercised, as set forth in the related
Prospectus Supplement, which payment may be made in the form of cash or a check
equal to the exercise price. Certificates evidencing duly exercised Stock
Warrants will be delivered by the Stock Warrant Agent to the transfer agent for
the Common Stock or the Preferred Stock, as the case may be. Upon receipt
thereof, the transfer agent shall deliver or cause to be delivered, to or upon
the written order of the exercising warrantholder, a certificate representing
the number of shares of Common Stock or Preferred Stock purchased. If fewer than
all of the Stock Warrants evidenced by any certificate are exercised, the Stock
Warrant Agent shall deliver to the exercising warrantholder a new Stock Warrant
certificate representing the unexercised Stock Warrants.
Antidilution Provisions
The exercise price payable and the number of shares of Common or Preferred
Stock purchasable upon the exercise of each Stock Warrant will be subject to
adjustment in certain events, including the issuance of a stock dividend to
holders of Common or Preferred Stock, respectively, or a combination,
subdivision or reclassification of Common or Preferred Stock, respectively. In
lieu of adjusting the number of shares of Common or Preferred Stock purchasable
upon exercise of each Stock Warrant, Intel may elect to adjust the
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number of Stock Warrants. No adjustment in the number of shares purchasable upon
exercise of the Stock Warrants will be required until cumulative adjustments
require an adjustment of at least 1% thereof. Intel may, at its option, reduce
the exercise price at any time. No fractional shares will be issued upon
exercise of Stock Warrants, but Intel will pay the cash value of any fractional
shares otherwise issuable. Notwithstanding the foregoing, in case of any
consolidation, merger, or sale or conveyance of the property of Intel as an
entirety or substantially as an entirety, the holder of each outstanding Stock
Warrant shall have the right to the kind and amount of shares of stock and other
securities and property (including cash) receivable by a holder of the number of
shares of Common or Preferred Stock into which such Stock Warrants were
exercisable immediately prior thereto.
No Rights as Stockholders
Holders of Stock Warrants will not be entitled, by virtue of being such
holders, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of stockholders for the election of
directors of Intel or any other matter, or to exercise any rights whatsoever as
stockholders of Intel.
DESCRIPTION OF THE THIRD PARTY WARRANTS
The following statements with respect to the Third Party Warrants are
summaries of, and subject to, the detailed provisions of a warrant agreement
(the "Third Party Warrant Agreement") to be entered into by Intel and a warrant
agent to be selected at the time of issue (the "Third Party Warrant Agent"),
which Third Party Warrant Agreement may include or incorporate by reference
standard warrant provisions substantially in the form of the Stock Warrant
Provisions filed as an exhibit to the 1993 Registration Statement or other
provisions set forth in the Third Party Warrant Agreement which will be filed as
an exhibit to or incorporated by reference in the Registration Statement of
which this Prospectus forms a part.
General
The Third Party Warrants, evidenced by warrant certificates (the "Third
Party Warrant Certificates"), may be issued under the Third Party Warrant
Agreement independently or together with any Securities offered by any
Prospectus Supplement and may be attached to or separate from such Securities.
If Third Party Warrants are offered, the related Prospectus Supplement will
describe the terms of the warrants, including without limitation the following:
(1) the offering price, if any; (2) the designation, aggregate principal amount
and terms of the Third Party Securities purchasable upon exercise of the
warrants; (3) if applicable, the designation and terms of the Third Party
Securities with which the Third Party Warrants are issued and the number of
Third Party Warrants issued with each such Third Party Security; (4) if
applicable, the date on and after which the Third Party Warrants and the related
Third Party Securities will be separately transferable; (5) the number or
principal amount of Third Party Securities purchasable upon exercise of one
Third Party Warrant and the price at which such principal amount of Third Party
Securities may be purchased upon exercise; (6) the date on which the right to
exercise the Third Party Warrants shall commence and the date on which such
right shall expire; (7) Federal income tax consequences; (8) whether the
warrants represented by the Third Party Warrant certificates will be issued in
registered or bearer form; (9) the currency, currencies or currency units in
which the offering price, if any, and exercise price are payable; (10) the
antidilution provisions of the Third Party Warrants; and (11) any other terms of
the Third Party Warrants.
The Prospectus Supplement will identify the Third Party Securities, the
Third Party Issuer, all documents filed by the Third Party Issuer pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of such
Third Party Issuer's last completed fiscal year for which a Form 10-K annual
report has been filed and the document or documents filed under the Exchange
Act which contain a description of the Third Party Securities being sold or, if
no such document or documents exist, the Prospectus Supplement will include a
description of the Third Party Securities being sold. Third Party Warrants may
be offered only with respect to Third Party Securities of Third Party Issuers
that are eligible to use Form S-3 (or any successor form) for primary offerings
under the rules and regulations of the Commission. To the extent the Securities
Act requires registration of the Third Party Securities by the Third Party
Issuer, such as where the Third Party is an affiliate of Intel, in connection
with the issuance and/or exercise of Third Party Warrants, Intel will cause the
Third Party Issuer to file a Third Party Registration Statement under the
Securities Act. Where the exercise of Third Party Warrants would require the
Third Party to have an effective Third Party Registration Statement at the time
of exercise, the exercise will be subject to the effectiveness of such
registration statement.
For example, if Intel is an affiliate of the Third Party Issuer, the
Third Party Securities that can be acquired upon exercise of the Third Party
Warrants will be the subject of a registration statement filed under the
Securities Act by the Third Party Issuer prior to any offer of such Third
Party Warrants, and a Third Party Registration Statement will have been
declared effective prior to any sale of Third Party Warrants, except in the
case of Third Party Warrants which are not immediately exercisable, in which
case, such a registration statement would have to be effective, absent an
exemption, when the holder of any Third Party Warrants elects to exercise them
to acquire Third Party Securities.
Third Party Warrant Certificates may be exchanged for new Third Party
Warrant Certificates of different denominations and may (if in registered form)
be presented for registration of transfer at the corporate trust office of the
Third Party Warrant Agent, which will be listed in the related Prospectus
Supplement, or at such other office as may be set forth therein. Warrantholders
do not have any of the rights of holders of Third Party Securities (except as
may be otherwise set forth in the Prospectus Supplement).
Exercise of Third Party Warrants
Third Party Warrants may be exercised by surrendering the Third Party
Warrant Certificate at the corporate trust office of the Third Party Warrant
Agent, with the form of election to purchase on the reverse
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side of the Third Party Warrant Certificate properly completed and executed, and
by payment in full of the exercise price, as set forth in the Prospectus
Supplement. Upon the exercise of Third Party Warrants, the Third Party Warrant
Agent will, as soon as practicable, deliver the Third Party Securities in
authorized denominations in accordance with the instructions of the exercising
warrantholder and at the sole cost and risk of such holder. If less than all of
the Third Party Warrants evidenced by the Third Party Warrant Certificate are
exercised, a new Third Party Warrant Certificate will be issued for the
remaining amount of Third Party Warrants.
DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES
The following statements with respect to the Debt Warrants are summaries
of, and subject to, the detailed provisions of a warrant agreement (the "Debt
Warrant Agreement") to be entered into by Intel and a warrant agent to be
selected at the time of issue (the "Debt Warrant Agent"), which Debt Warrant
Agreement may include or incorporate by reference standard warrant provisions
substantially in the form of the Standard Debt Securities Warrant Provisions
(the "Debt Warrant Provisions") filed as an exhibit to the 1993 Registration
Statement.
General
The Debt Warrants, evidenced by warrant certificates (the "Debt Warrant
Certificates"), may be issued under the Debt Warrant Agreement independently or
together with any Securities offered by any Prospectus Supplement and may be
attached to or separate from such Securities. If Debt Warrants are offered, the
related Prospectus Supplement will describe the terms of the warrants, including
without limitation the following: (1) the offering price, if any; (2) the
designation, aggregate principal amount and terms of the Debt Securities
purchasable upon exercise of the warrants; (3) if applicable, the designation
and terms of the Debt Securities with which the Debt Warrants are issued and the
number of Debt Warrants issued with each such Debt Security; (4) if applicable,
the date on and after which the Debt Warrants and the related Securities will be
separately transferable; (5) the principal amount of Debt Securities purchasable
upon exercise of one Debt Warrant and the price at which such principal amount
of Debt Securities may be purchased upon exercise; (6) the date on which the
right to exercise the Debt Warrants shall commence and the date on which such
right shall expire; (7) Federal income tax consequences; (8) whether the
warrants represented by the Debt Warrant certificates will be issued in
registered or bearer form; (9) the currency, currencies or currency units in
which the offering price, if any, and exercise price are payable; (10) the
antidilution provisions of the Debt Warrants; and (11) any other terms of the
Debt Warrants.
Debt Warrant Certificates may be exchanged for new Debt Warrant
Certificates of different denominations and may (if in registered form) be
presented for registration of transfer at the corporate trust office of the Debt
Warrant Agent, which will be listed in the related Prospectus Supplement, or at
such other office as may be set forth therein. Warrantholders do not have any of
the rights of holders of Debt Securities (except to the extent that the consent
of warrantholders may be required for certain modifications of the terms of an
Indenture or form of the Debt Security, as the case may be, and the series of
Debt Securities issuable upon exercise of the Debt Warrants) and are not
entitled to payments of principal of and interest, if any, on the Debt
Securities.
Exercise of Debt Warrants
Debt Warrants may be exercised by surrendering the Debt Warrant Certificate
at the corporate trust office of the Debt Warrant Agent, with the form of
election to purchase on the reverse side of the Debt Warrant Certificate
properly completed and executed, and by payment in full of the exercise price,
as set forth in the Prospectus Supplement. Upon the exercise of Debt Warrants,
the Debt Warrant Agent will, as soon as practicable, deliver the Debt Securities
in authorized denominations in accordance with the instructions of the
exercising warrantholder and at the sole cost and risk of such holder. If less
than all of the Debt Warrants evidenced by the Debt Warrant Certificate are
exercised, a new Debt Warrant Certificate will be issued for the remaining
amount of Debt Warrants.
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DESCRIPTION OF THE FOREIGN CURRENCY EXCHANGE WARRANTS
Risk Factors
Investment in the Currency Warrants may entail a number of risks, including
those related to fluctuations in the foreign currency markets and potential
illiquidity in the secondary market. Prospective purchasers of the Currency
Warrants should recognize that their Currency Warrants, other than those having
a Minimum Expiration Value, may expire worthless. Purchasers should be prepared
to sustain a loss of some or all of the purchase price of their Currency
Warrants. Prospective purchasers of the Currency Warrants should be experienced
with respect to options and options transactions and understand the risks of
foreign currency transactions and should reach an investment decision only after
careful consideration, with their advisors, of the suitability of the Currency
Warrants in light of their particular financial circumstances, the information
set forth below and the information regarding the Currency Warrants set forth in
the related Prospectus Supplement. Prospective purchasers of the Currency
Warrants are urged to read the information set forth under "Risk Factors" in the
related Prospectus Supplement.
General
The following description of the terms of the Currency Warrants sets forth
certain general terms and provisions of the Currency Warrants to which any
Prospectus Supplement may relate. The particular terms of the Currency Warrants
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions do not apply to the Currency Warrants so offered will be
described in such Prospectus Supplement.
Each issue of Currency Warrants will be issued under a separate warrant
agreement (each, a "Currency Warrant Agreement") to be entered into between
Intel and a bank or trust company, as warrant agent (the "Currency Warrant
Agent"), all as described in the Prospectus Supplement relating to such Currency
Warrants. A single bank or trust company may act as Currency Warrant Agent for
more than one issue of Currency Warrants. The Currency Warrant Agent will act
solely as the agent of Intel under the applicable Currency Warrant Agreement and
will not assume any obligation or relationship of agency or trust for or with
any holders of such Currency Warrants (the "Currency Warrantholders"). A copy of
the form of Currency Warrant Agreement, including warrant certificates, as
amended, is filed as an exhibit to the 1988 Registration Statement. The
following summaries of certain provisions of the Currency Warrants and the form
of Currency Warrant Agreement do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Currency Warrants and the Currency Warrant Agreement.
Intel will have the right to "reopen" any outstanding issue of Currency
Warrants by issuing additional Currency Warrants of such issue. Intel has not
determined the specific circumstances under which it may decide to reopen an
outstanding issue of Currency Warrants. Although Intel would do so only in a
manner which it believes would not have a material adverse effect on the trading
price of the outstanding Currency Warrants of such issue, there can be no
assurance that the reopening of any outstanding issue of Currency Warrants would
not have a material adverse effect on the trading price of outstanding Currency
Warrants of such issue.
Each Currency Warrant will entitle the Currency Warrantholder to receive
from Intel upon exercise the Cash Settlement Value of such Warrant, which will
be a cash amount in U.S. dollars (1) in the case of a Currency Put Warrant,
determined by reference to the amount, if any, by which a predetermined exchange
rate of a Reference Currency as compared to the U.S. dollar or a predetermined
level or range of levels of a Currency Index, as applicable (the "Strike Rate"),
exceeds the then-current spot exchange rate of such Reference Currency as
compared to the U.S. dollar or the then-current level or range of levels of such
Currency Index, as applicable (the "Spot Rate") on a date following the date of
exercise (the "Valuation Date") (which will generally be the relevant business
day following the date of exercise) and (2) in the case of a Currency Call
Warrant, determined by reference to the amount, if any, by which the Spot Rate
on the Valuation Date exercise exceeds the Strike Rate. The Prospectus
Supplement for an issue of Currency Warrants will set forth the formula pursuant
to which the Cash Settlement Value of such Currency Warrants will be determined.
The Strike Rate may either be a fixed amount or an amount that varies during the
term of
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such Currency Warrants in accordance with a schedule or formula. Certain
Currency Warrants will, if specified in the related Prospectus Supplement,
entitle the Currency Warrantholder to receive from Intel, upon automatic
exercise at expiration and under any other circumstances specified in the
related Prospectus Supplement, an amount equal to the greater of the applicable
Cash Settlement Value and the Minimum Expiration Value of such Currency
Warrants. In addition, if so specified in the related Prospectus Supplement,
following the occurrence of an Extraordinary Event or Exercise Limitation Event
(as defined below) described in such Prospectus Supplement, the Cash Settlement
Value of a Currency Warrant may, at the option of Intel, be determined on a
different basis, including in connection with automatic exercise at expiration.
A Currency Warrant will be settled only in U.S. dollars and, accordingly,
will not entitle a Currency Warrantholder to sell, deliver, purchase or take
delivery of any non-U.S. currency to or from Intel, and Intel will be under no
obligation to, nor will it, purchase or take delivery of or sell or deliver any
non-U.S. currency from or to Currency Warrantholders pursuant to the Currency
Warrants.
Unless otherwise specified in the related Prospectus Supplement, the
Currency Warrants will be deemed to be automatically exercised upon expiration
and, if so specified in the related Prospectus Supplement, may be deemed to be
automatically exercised upon the occurrence of other events. Upon such automatic
exercise, Currency Warrantholders will be entitled to receive the Cash
Settlement Value of the Currency Warrants, if any, except that holders of any
Currency Warrants having a Minimum Expiration Value will be entitled to receive
an amount equal to the greater of such Cash Settlement Value and the applicable
Minimum Expiration Value. The Minimum Expiration Value may be either a fixed
amount or an amount that varies during the term of the Currency Warrants in
accordance with a schedule or formula. Any Minimum Expiration Value applicable
to an issue of Currency Warrants, as well as any additional circumstances
resulting in the automatic exercise of such Warrants, will be specified in the
related Prospectus Supplement.
If so specified in the related Prospectus Supplement, the Currency Warrants
may be canceled by Intel upon the occurrence of one or more events
("Extraordinary Events") described in such Prospectus Supplement. In addition,
if so specified in the related Prospectus Supplement, any exercise of the
Currency Warrants may be suspended by Intel, and the valuation of or payment for
such Warrants may be postponed upon the occurrence of an Extraordinary Event or
certain other events ("Exercise Limitation Events") described in such Prospectus
Supplement. Upon such cancellation or such suspension or postponement, the
affected Warrantholders may be entitled to receive only the applicable
Cancellation Amount or Alternative Settlement Amount specified in such
Prospectus Supplement. The Cancellation Amount or Alternative Settlement Amount
may be either a fixed amount or an amount that varies during the term of the
Currency Warrants in accordance with a specified schedule or formula.
Reference is hereby made to the Prospectus Supplement relating to the
particular issue of Currency Warrants offered thereby for the terms of such
Currency Warrants, including, where applicable: (1) the aggregate amount of such
Currency Warrants; (2) the offering price of such Currency Warrants; (3) either
(a) the Reference Currency, which may be a nonU.S. currency or units of two or
more non-U.S. currencies, or (b) the Currency Index (including each Index
Currency included therein), which may be compiled and published by a third party
or based on Index Currencies selected by Intel or an affiliate of Intel, in
either case relating to such Currency Warrants; (4) whether such Currency
Warrants are Currency Put Warrants or Currency Call Warrants; (5) the date on
which the right to exercise such Currency Warrants commences and the date on
which such right expires; (6) the manner in which such Currency Warrants may be
exercised; (7) the minimum number, if any, of such Currency Warrants exercisable
at any one time; (8) the maximum number, if any, of such Currency Warrants that
may, subject to Intel's election, be exercised by all Currency Warrantholders
(or by any person or entity) on any day; (9) any provisions permitting a
Currency Warrantholder to condition an exercise notice on the absence of certain
specified changes in the Spot Rate after the exercise date, any provisions
permitting Intel to suspend exercise of or to redeem such Currency Warrants
based on market conditions or other circumstances and any other special
provisions relating to the exercise of such Currency Warrants; (10) any
provisions for the automatic exercise of such Currency Warrants other than at
expiration; (11) any provisions permitting Intel to suspend the exercise of, or
postpone the valuation of or payment for, such Currency Warrants; (12) the
method of determining the amount payable
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in connection with the exercise or cancellation of such Currency Warrants,
including the Strike Rate, the method of determining the Spot Rate, the method
of expressing movements in either the exchange rate of the applicable Reference
Currency in relation to U.S. dollars as a cash amount in U.S. dollars or the
applicable Currency Index as a cash amount in U.S. dollars, and any Cancellation
Amount or Minimum Expiration Value applicable to such Currency Warrants; (13)
the time or times at which amounts will be payable in respect of such Currency
Warrants following exercise or automatic exercise; (14) a national securities
exchange or quotation system on which such Currency Warrants will be listed;
(15) any provisions for issuing such Currency Warrants in certificated form from
the perspective of Currency Warrantholders; (16) if such Currency Warrants are
not issued in book-entry form, the place or places at which payment of the Cash
Settlement Value, Cancellation Amount, if any, Alternative Settlement Amount, if
any, and Minimum Expiration Value, if any, of such Currency Warrants is to be
made by Intel, and (17) any other material terms of such Currency Warrants.
Prospective purchasers of Currency Warrants should be aware of special
United States federal income tax considerations applicable to instruments such
as the Currency Warrants. The Prospectus Supplement relating to each issue of
Currency Warrants will describe such tax considerations. The summary of United
States federal income tax considerations contained in such Prospectus Supplement
will be presented for informational purposes only, however, and will not be
intended as legal or tax advice or prospective purchasers. Prospective
purchasers of Currency Warrants are urged to consult their own tax advisors
prior to any acquisition of Currency Warrants.
Book-Entry Procedures and Settlement
Unless otherwise specified in the related Prospectus Supplement, the
Currency Warrants offered thereby will be issued in book-entry form from the
perspective of Currency Warrantholders. Such Currency Warrants will be issued in
the form of one or more global certificates registered in the name of the
nominee of the depository, The Depository Trust Company ("DTC," which term, as
used herein, includes any successor depository selected by Intel).
DTC is a limited-purpose trust company which was created to hold securities
for its participating organizations (the "Participants") and to facilitate the
clearance and settlement of securities transactions between Participants in such
securities through electronic book-entry changes in accounts of its
Participants. Participants include securities brokers and dealers, banks and
trust companies, clearing corporations and certain other organizations. Access
to DTC's system is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("indirect participants"). Persons
who are not Participants may beneficially own securities held by DTC only
through Participants or indirect participants.
Under the related Currency Warrant Agreement, DTC's nominee for all
purposes will be considered the sole owner or holder of the Currency Warrants
that are held in book-entry form. Currency Warrantholders that hold Currency
Warrants in book-entry form will not be entitled to have Currency Warrants
registered in their names, will not be considered the holders thereof under the
related Currency Warrant Agreement and will not be entitled to exchange their
book-entry Currency Warrants for Currency Warrants in definitive form ("Currency
Warrant Certificates"), except under the limited circumstances described below.
A Currency Warrantholder that is not a Participant will have its ownership
of a Currency Warrant recorded on or through the records of the brokerage firm
or other entity that maintains such Currency Warrantholder's account. In turn,
the total number of Currency Warrants in book-entry form held by an individual
brokerage firm for its clients will be maintained on the records of DTC in the
name of such brokerage firm (or in the name of a Participant that acts as agent
for the Currency Warrantholder's brokerage firm if such firm is not a
Participant). Therefore, a Currency Warrantholder must rely upon the foregoing
procedures to evidence such Currency Warrantholder's ownership of a Currency
Warrant in book-entry form. Transfer of ownership of any Currency Warrant may be
effected only through DTC and, if applicable, the brokerage firm or other entity
that maintains the selling Currency Warrantholder's book-entry account. The laws
of some states of the United States may require that certain purchasers of
securities take physical
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delivery of such securities in definitive form. Such limits on transfer and such
laws may impair the ability to own, transfer or pledge Currency Warrants in
book-entry form.
Neither Intel nor the Currency Warrant Agent will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial owners of book-entry Currency Warrants, or for
maintaining, supervising or reviewing any records relating to such beneficial
owners.
The Cash Settlement Value and, if applicable, the Cancellation Amount,
Alternative Settlement Amount or Minimum Expiration Value payable in respect of
Currency Warrants in book-entry form will be paid by the Currency Warrant Agent
to DTC or, if so specified in the related Prospectus Supplement, to the
Participants. DTC will be responsible for crediting the amount of payments that
it receives from the Currency Warrant Agent to the accounts of, or the Currency
Warrant Agent will make such payments directly to, the Participants or indirect
participants, as the case may be, in accordance with each of their respective
standard procedures. Each Participant or indirect participant will be
responsible for disbursing such payments to the Currency Warrantholders that it
represents and to each brokerage firm or other entity for which it acts as
agent. Each such brokerage firm or other entity will be responsible for
disbursing funds to the Currency Warrantholders that it represents. It is
suggested that any purchaser of Currency Warrants with accounts at more than one
brokerage firm only effect transactions in the Currency Warrants, including
exercises, through the brokerage firm or firms through which such purchaser's
Currency Warrants are held.
Intel understands that under existing industry practices, in the event that
Intel requests any action of Currency Warrantholders or that Currency
Warrantholders which own Currency Warrants in book-entry form desire to give or
take any action which Currency Warrantholders are entitled to give or take under
the Currency Warrant Agreement, DTC would authorize the Participants to give or
take such action or would otherwise act upon the instructions of Currency
Warrantholders owning Currency Warrants through such Participants. Accordingly,
each Currency Warrantholder which owns a Currency Warrant in book-entry form
must rely on the procedures of DTC and, if such Currency Warrantholder is not a
Participant, on the procedures of the Participant through which such Currency
Warrantholder owns its Currency Warrant, to exercise any rights of a Currency
Warrantholder under the Currency Warrant Agreement.
If DTC is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by Intel within ninety days, or if certain
events of bankruptcy or insolvency occur with respect to Intel, Intel will issue
Currency Warrant Certificates in exchange for the global certificate or
certificates. In addition, Intel may at any time determine not to have the
Currency Warrants available in book-entry form and, in such event, will issue
Currency Warrant Certificates in exchange for the global certificate or
certificates. In either instance, an owner of a beneficial interest in the
global certificate or certificates will be entitled to have Currency Warrants
equal in aggregate amount to such beneficial interest registered in its name and
will be entitled to physical delivery of Currency Warrant Certificates
representing such Currency Warrants. The registered owner of such Currency
Warrants will be entitled to receive the Cash Settlement Value and, if
applicable, the Minimum Expiration Value payable in respect of such Currency
Warrants, upon surrender of such Currency Warrant Certificates to the Currency
Warrant Agent in accordance with the procedures set forth in the related
Prospectus Supplement.
Listing
Unless otherwise indicated in the related Prospectus Supplement, the
Currency Warrants offered thereby will be listed on a national securities
exchange or quotation system as specified in such Prospectus Supplement. It is
expected that such exchange or system will cease trading an issue of Currency
Warrants as of the close of business on the expiration date of such Currency
Warrants or the date on which such Currency Warrants are delisted on such
exchange or system.
Modification
Unless otherwise indicated in a Prospectus Supplement, the related Currency
Warrant Agreement and the terms of the related Currency Warrants may be amended
by Intel and the Currency Warrant Agent, without the consent of any Currency
Warrantholders, for the purpose of curing any ambiguity or curing,
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correcting or supplementing any defective or inconsistent provision contained
therein, maintaining the listing of such Currency Warrants on a national
securities exchange or quotation system, maintaining the registration of such
Currency Warrants under the Exchange Act, permitting the issuance of individual
Currency Warrant certificates to Currency Warrantholders, reflecting the
issuance by Intel of additional Currency Warrants of the same issue or
reflecting the appointment of a successor depository, or in any other manner
which Intel may deem necessary or desirable and which, as determined by Intel in
its sole discretion, will not materially and adversely affect the interests of
the Currency Warrantholders.
Intel and the Currency Warrant Agent also may modify or amend the Currency
Warrant Agreement and the terms of the related Currency Warrants, with the
consent of the holders of not less than a majority in number of the then
outstanding Currency Warrants affected by such modification or amendment, for
any purpose, provided that no such modification or amendment that (1) decreases
the Strike Rate (in the case of Currency Put Warrants) or increases the Strike
Rate (in the case of Currency Call Warrants), (2) otherwise changes the
determination of the Cash Settlement Value or Cancellation Amount, Alternative
Settlement Amount or Minimum Expiration Value, if any, of the Warrants (or any
aspects of such determination) so as to reduce the amount receivable upon
exercise, cancellation or expiration, (3) shortens the period of time during
which the Currency Warrants may be exercised, (4) decreases the Minimum
Expiration Value, if any, or (5) otherwise materially and adversely affects the
exercise rights of the Currency Warrantholders or reduces the percentage of the
number of outstanding Currency Warrants the consent of whose holders is required
for modification or amendment of the Currency Warrant Agreement or the terms of
the related Currency Warrants, may be made without the consent of each Currency
Warrantholder affected thereby.
Additional Issuances of Other Currency Warrants
Intel shall be entitled to issue additional Currency Warrants on the same
or different terms from any outstanding Currency Warrants without the consent of
the Currency Warrantholders.
Merger or Consolidation, Sale or Other Dispositions
Unless otherwise indicated in the related Prospectus Supplement, if at any
time there shall be a merger or consolidation, sale, transfer, conveyance or
other disposition of substantially all of the assets of Intel, then in any such
event the successor or assuming corporation shall succeed to and be substituted
for Intel, with the same effect as if it had been named in the Currency Warrant
Agreement and in the related Currency Warrants as Intel. Intel shall thereupon
be relieved of any further obligation under such Currency Warrant Agreement and
Currency Warrants, and, in the event of any such sale, transfer, conveyance
(other than by way of lease) or other disposition, Intel as the predecessor
corporation may thereupon or at any time thereafter be dissolved, wound up or
liquidated.
Enforceability of Rights by Currency Warrantholders
Any Currency Warrantholder may, without the consent of the Currency Warrant
Agent, enforce by appropriate legal action, on its own behalf, its right to
exercise, and to receive payment for, its Currency Warrants.
Federal Income Tax Considerations
Prospective purchasers of Currency Warrants should be aware of special
United States federal income tax considerations applicable to instruments such
as the Currency Warrants. The Prospectus Supplement relating to each issue of
Currency Warrants will describe such tax considerations. The summary of United
States federal income tax considerations contained in such Prospectus Supplement
will be presented for informational purposes only, however, and will not be
intended as legal or tax advice to prospective purchasers. Prospective
purchasers of Currency Warrants are urged to consult their own tax advisors
prior to any acquisition of Currency Warrants.
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DESCRIPTION OF THE STOCK INDEX WARRANTS
Risk Factors
Investment in the Stock Index Warrants involves a high degree of risk,
including risks arising from fluctuations in the prices of the Underlying
Stocks, risks relating to the Stock Index, general risks applicable to the stock
market (or markets) on which the Underlying Stocks are traded and, in the case
of Stock Index Warrants relating to a Foreign Stock Index and settled based on
then-current currency exchange rates, foreign exchange risks. Prospective
purchasers of the Stock Index Warrants should recognize that their Stock Index
Warrants, other than those having a Minimum Expiration Value, may expire
worthless. Purchasers should be prepared to sustain a loss of some or all of the
purchase price of their Stock Index Warrants. Prospective purchasers of the
Stock Index Warrants should be experienced with respect to options and options
transactions and understand the risks of stock index (and, if applicable,
foreign currency) transactions and should reach an investment decision only
after careful consideration, with their advisors, of the suitability of the
Stock Index Warrants in light of their particular financial circumstances, the
information set forth below and the information regarding the Stock Index
Warrants and the Stock Index set forth in the related Prospectus Supplement.
Prospective purchasers of the Stock Index Warrants are urged to read the
information set forth under "Risk Factors" in the related Prospectus Supplement.
General
The following description of the terms of the Stock Index Warrants sets
forth certain general terms and provisions of the Stock Index Warrants to which
any Prospectus Supplement may relate. The particular terms of the Stock Index
Warrants offered by any related Prospectus Supplement and the extent, if any, to
which such general provisions do not apply to the Stock Index Warrants so
offered will be described in such Prospectus Supplement.
Each issue of Stock Index Warrants will be issued under a separate warrant
agreement (each, a "Stock Index Warrant Agreement") to be entered into between
Intel and a bank or trust company, as warrant agent (the "Stock Index Warrant
Agent"), all as described in the Prospectus Supplement relating to such Stock
Index Warrants. A single bank or trust company may act as Stock Index Warrant
Agent for more than one issue of Stock Index Warrants. The Stock Index Warrant
Agent will act solely as the agent of Intel under the applicable Stock Index
Warrant Agreement and will not assume any obligation or relationship of agency
or trust for or with any holders of such Stock Index Warrants (the "Stock Index
Warrantholders"). A copy of the form of Stock Index Warrant Agreement, including
the form of warrant certificate, is filed as an exhibit to the 1992 Registration
Statement. The following summaries of certain provisions of the Stock Index
Warrants and the form of Stock Index Warrant Agreement do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Stock Index Warrants and the Stock Index
Warrant Agreement.
Intel will have the right to "reopen" any outstanding issue of Stock Index
Warrants by issuing additional Stock Index Warrants of such issue. Intel has not
determined the specific circumstances under which it may decide to reopen an
outstanding issue of Stock Index Warrants. Although Intel would do so only in a
manner which it believes would not have a material adverse effect on the trading
price of the outstanding Stock Index Warrants of such issue, there can be no
assurance that the reopening of any outstanding issue of Stock Index Warrants
would not have a material adverse effect on the trading price of outstanding
Stock Index Warrants of such issue.
Each Stock Index Warrant will entitle the Stock Index Warrantholder to
receive from Intel upon exercise the Cash Settlement Value of such Stock Index
Warrant, which will be an amount in cash (1) in the case of a Stock Index Put
Warrant, determined by reference to the amount, if any, by which a predetermined
level or range of levels of the Stock Index (the "Strike Index") exceeds the
level of the Stock Index (the "Spot Index") on the Valuation Date, (2) in the
case of a Stock Index Call Warrant, determined by reference to the amount, if
any, by which the Spot Index on the Valuation Date exceeds the Strike Index and
(3) in the case of any other type of Stock Index Warrant, in the manner
described in the related Prospectus Supplement. The
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Prospectus Supplement for an issue of Stock Index Warrants will set forth the
formula pursuant to which the Cash Settlement Value of such Stock Index Warrants
will be determined. The Strike Index may either be a fixed level of the Stock
Index or a level that varies during the term of the Stock Index Warrants in
accordance with a schedule or formula. Certain Stock Index Warrants will, if
specified in the related Prospectus Supplement, entitle the Stock Index
Warrantholder to receive from Intel, upon automatic exercise at expiration and
under any other circumstances specified in the related Prospectus Supplement, an
amount equal to the greater of the applicable Cash Settlement Value and the
Minimum Expiration Value of such Stock Index Warrants. In addition, if so
specified in the related Prospectus Supplement, following the occurrence of an
Extraordinary Event or Exercise Limitation Event described in such Prospectus
Supplement, the Cash Settlement Value of a Stock Index Warrant may, at the
option of Intel, be determined on a different basis, including in connection
with automatic exercise at expiration. Unless otherwise specified in the related
Prospectus Supplement, the Stock Index will be an established, broadly-based
index related to a major domestic or foreign equity trading market, and the Cash
Settlement Value, if any (and, if applicable, the Minimum Expiration Value), of
the Stock Index Warrants will be payable in U.S. dollars.
Unless otherwise indicated in the related Prospectus Supplement, a Stock
Index Warrant will be settled only in cash and, accordingly, will not require or
entitle a Stock Index Warrantholder to sell, deliver, purchase or take delivery
of any securities (including the Underlying Stocks) to or from Intel, and Intel
will be under no obligation to, nor will it, purchase or take delivery of or
sell or deliver any securities (including the Underlying Stocks) from or to
Stock Index Warrantholders pursuant to the Stock Index Warrants.
Unless otherwise specified in the related Prospectus Supplement, the Stock
Index Warrants will be deemed to be automatically exercised upon expiration and,
if so specified in the related Prospectus Supplement, may be deemed to be
automatically exercised upon the occurrence of other events. Upon such automatic
exercise, Stock Index Warrantholders will be entitled to receive the Cash
Settlement Value of the Stock Index Warrants, except that holders of Stock Index
Warrants having a Minimum Expiration Value will be entitled to receive an amount
equal to the greater of such Cash Settlement Value and the applicable Minimum
Expiration Value. The Minimum Expiration Value may be either a fixed amount or
an amount that varies during the term of the Stock Index Warrants in accordance
with a schedule or formula. Any Minimum Expiration Value applicable to an issue
of Stock Index Warrants, as well as any additional circumstances resulting in
the automatic exercise of such Stock Index Warrants, will be specified in the
related Prospectus Supplement.
If so specified in the related Prospectus Supplement, the Stock Index
Warrants may be canceled by Intel, upon the occurrence of an Extraordinary Event
described in such Prospectus Supplement. In addition, if so specified in the
related Prospectus Supplement any exercise of the Stock Index Warrants may be
suspended by Intel, and the valuation of or payment for such Warrants may be
postponed upon the occurrence of an Exercise Limitation Event described in such
Prospectus Supplement. Upon such cancellation or such suspension or
postponement, the affected Stock Index Warrantholders may be entitled to receive
only the applicable Cancellation Amount or Alternative Settlement Amount
specified in such Prospectus Supplement. The Cancellation Amount or Alternative
Settlement Amount may be either a fixed amount or an amount that varies during
the term of the Stock Index Warrants in accordance with a specified schedule or
formula.
Reference is hereby made to the Prospectus Supplement relating to the
particular issue of Stock Index Warrants offered thereby for the terms of such
Stock Index Warrants, including, where applicable: (1) the aggregate amount of
such Stock Index Warrants; (2) the offering price of such Stock Index Warrants;
(3) the Stock Index for such Stock Index Warrants, which may be based on U.S. or
foreign stocks or a combination thereof and may be a preexisting U.S. or foreign
stock index compiled and published by a third party or an index based on a group
of Underlying Stocks selected by Intel solely in connection with the issuance of
such Stock Index Warrants, and certain information regarding such Stock Index
and the Underlying Stocks; (4) whether such Stock Index Warrants are Stock Index
Put Warrants, Stock Index Call Warrants or another type of Stock Index Warrants;
(5) the date on which the right to exercise such Stock Index Warrants commences
and the date on which such right expires; (6) the manner in which such Stock
Index Warrants may be exercised; (7) the minimum number, if any, of such Stock
Index Warrants exercisable at any one time; (8) the maximum number, if any, of
such Stock Index Warrants that may, subject to Intel's election, be
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exercised by all Stock Index Warrantholders (or by any person or entity) on any
day; (9) any provisions permitting a Stock Index Warrantholder to condition an
exercise notice on the absence of certain specified changes in the Spot Index
after the exercise date, any provisions permitting Intel to suspend exercise of
or to redeem such Stock Index Warrants based on market conditions or other
circumstances and any other special provisions relating to the exercise of such
Stock Index Warrants; (10) any provisions for the automatic exercise of such
Stock Index Warrants other than at expiration; (11) any provisions permitting
Intel to suspend the exercise of or postpone the valuation of or payment for,
such Stock Index Warrants upon the occurrence of certain events; (12) the method
of determining the amount payable in connection with the exercise or
cancellation of such Stock Index Warrants, including the Strike Index, the
method of determining the Spot Index, the method of expressing movements in the
Stock Index as a cash amount in the currency in which the Cash Settlement Value
of such Stock Index Warrants is payable, including, in the case of Stock Index
Warrants relating to a Foreign Stock Index, the method of converting amounts in
the relevant foreign currency or currencies into U.S. dollars (or such other
currency in which such Stock Index Warrants are payable), and any Cash
Settlement Value (which may be based on a different formula upon the occurrence
of an Extraordinary Event or Exercise Limitation Event) or Cancellation Amount,
Alternative Settlement Amount or Minimum Expiration Value, if any, applicable to
such Stock Index Warrants; (13) the method of providing for a substitute index
or otherwise determining the amount payable in connection with the exercise of
such Stock Index Warrants if the Stock Index changes or ceases to be made
available by its publisher; (14) the time or times at which amounts will be
payable in respect of such Stock Index Warrants following exercise or automatic
exercise; (15) a national securities exchange or quotation system on which such
Stock Index Warrants will be listed; (16) any provisions for issuing such Stock
Index Warrants in certificated form from the perspective of Stock Index
Warrantholders; (17) if such Stock Index Warrants are not issued in book-entry
form, the place or places at and the procedures by which payment of the Cash
Settlement Value, Cancellation Amount, if any, Alternative Settlement Amount, if
any, and Minimum Expiration Value, if any, of such Stock Index Warrants is to be
made by Intel; and (18) any other terms of such Stock Index Warrants.
Book-Entry Procedures and Settlement
Unless otherwise specified in the related Prospectus Supplement, the
procedures set forth under "Description of the Foreign Currency Exchange
Warrants -- Book-Entry Procedures and Settlement" will apply to the Stock Index
Warrants.
Listing
Unless otherwise indicated in the related Prospectus Supplement, the Stock
Index Warrants offered thereby will be listed on a national securities exchange
or quotation system as specified in such Prospectus Supplement. It is expected
that such exchange or system will cease trading an issue of Stock Index Warrants
as of the close of business on the expiration date of such Stock Index Warrants
or on the date such Stock Index Warrants are delisted on such exchange or
system. If the Stock Index Warrants are not traded on a national securities
exchange or quotation system or are delisted from an exchange or system, the
liquidity of the Stock Index Warrants would be adversely affected.
Before Stock Index Warrants may be listed on a national securities exchange
or quotation system, the Stock Index underlying such Stock Index Warrants must
have been previously reviewed and approved by the Commission in the context of a
proposal to trade stock index options or stock index warrants relating to the
Stock Index on a national securities exchange or quotation system.
Alternatively, if no standardized options or warrants have previously traded on
such Stock Index, then the listing exchange or system must obtain the
Commission's approval to list and trade the Stock Index Warrants.
Modification
Unless otherwise specified in a Prospectus Supplement, the related Stock
Index Warrant Agreement and the terms of the related Stock Index Warrants may be
amended by Intel and the Stock Index Warrant Agent, without the consent of the
holders of any Stock Index Warrants, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision
contained therein, maintaining the
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listing of such Stock Index Warrants on a national securities exchange or
quotation system, maintaining registration of such Stock Index Warrants under
the Exchange Act, permitting the issuance of individual certificates evidencing
Stock Index Warrants to Stock Index Warrantholders, reflecting the issuance by
Intel of additional Stock Index Warrants of the same issue or reflecting the
appointment of a successor depository, or for any other purpose which Intel may
deem necessary or desirable and which will not materially and adversely affect
the interests of the Stock Index Warrantholders.
Unless otherwise specified in a Prospectus Supplement, Intel and the Stock
Index Warrant Agent also may modify or amend the related Stock Index Warrant
Agreement and the terms of the related Stock Index Warrants, with the consent of
the holders of not less than a majority in number of the then outstanding Stock
Index Warrants affected by such modification or amendment, for any purpose,
provided that no such modification or amendment that (1) decreases the Strike
Index (in the case of Stock Index Put Warrants) or increases the Strike Index
(in the case of Stock Index Call Warrants), (2) otherwise changes the
determination of the Cash Settlement Value, or Cancellation Amount, Alternative
Settlement Value or Minimum Expiration Value, if any, of the Stock Index
Warrants (or any aspects of such determination) so as to reduce the amount
receivable upon exercise, cancellation or expiration, (3) shortens the period of
time during which the Stock Index Warrants may be exercised, (4) decreases the
Minimum Expiration Value, if any, or (5) otherwise materially and adversely
affects the exercise rights of the holders of the Stock Index Warrants or
reduces the percentage of the number of outstanding Stock Index Warrants the
consent of whose holders is required for modification or amendment of the Stock
Index Warrant Agreement or the terms of the related Stock Index Warrants, may be
made without the consent of each Stock Index Warrantholder affected thereby.
Additional Issuances of Other Stock Index Warrants; Merger, Consolidation, Sale
or Other Dispositions; Enforceability of Rights by Stock Index Warrantholders;
and Federal Income Tax Consequences
Unless otherwise indicated in the related Prospectus Supplement, the
information set forth under "Description of the Foreign Currency Exchange
Warrants -- Additional Issuances of Other Currency Warrants; -- Merger,
Consolidation, Sale or Other Dispositions; -- Enforceability of Rights by
Currency Warrantholders; and -- Federal Income Tax Consequences" will apply to
the Stock Index Warrants and the holders thereof.
DESCRIPTION OF THE OTHER WARRANTS
Risk Factors
Investment in the Other Warrants may entail a number of risks, including
those related to fluctuations in the price of the underlying Exercise Item and
potential illiquidity in the secondary market. Prospective purchasers of the
Other Warrants should recognize that Other Warrants, other than those having a
Minimum Expiration Value, may expire worthless. Purchasers should be prepared to
sustain a loss of some or all of the purchase price of Other Warrants.
Prospective purchasers of the Other Warrants should be experienced with respect
to options and options transactions and understand the risks of commodity-based
transactions and should reach an investment decision only after careful
consideration, with their advisors, of the suitability of the Other Warrants in
light of their particular financial circumstances, the information set forth
below and the information regarding the Other Warrants set forth in the related
Prospectus Supplement. Prospective purchasers of the Other Warrants are urged to
read the information set forth under "Risk Factors" in the related Prospectus
Supplement.
General
The following description of the terms of the Other Warrants sets forth
certain general terms and provisions of the Other Warrants to which any
Prospectus Supplement may relate. The particular terms of the Other Warrants
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions do not apply to the Other Warrants so offered will be
described in such Prospectus Supplement.
Each issue of Other Warrants will be issued under a separate warrant
agreement (each, an "Other Warrant Agreement") to be entered into between Intel
and a bank or trust company, as warrant agent (the "Other Warrant Agent"), all
as described in the Prospectus Supplement relating to such Other Warrants. A
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single bank or trust company may act as Other Warrant Agent for more than one
issue of Other Warrants. The Other Warrant Agent will act solely as the agent of
Intel under the applicable Other Warrant Agreement and will not assume any
obligation or relationship of agency or trust for or with any holders of such
Other Warrants (the "Other Warrantholders"). A copy of the form of Other Warrant
Agreement, including warrant certificates, as amended, will be filed as an
exhibit to or incorporated by reference in the 1993 Registration Statement. The
following summaries of certain provisions of the Other Warrants and the form of
Other Warrant Agreement do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provisions of the Other
Warrants and the Other Warrant Agreement.
Intel will have the right to "reopen" any outstanding issue of Other
Warrants by issuing additional Other Warrants of such issue. Intel has not
determined the specific circumstances under which it may decide to reopen an
outstanding issue of Other Warrants. Although Intel would do so only in a manner
which it believes would not have a material adverse effect on the trading price
of the outstanding Other Warrants of such issue, there can be no assurance that
the reopening of any outstanding issue of Other Warrants would not have a
material adverse effect on the trading price of outstanding Other Warrants of
such issue.
Each Other Warrant will entitle the Other Warrantholder to receive from
Intel upon exercise the Cash Settlement Value of such Warrant, which will be a
cash amount in U.S. dollars (1) in the case of an Other Put Warrant, determined
by reference to the amount, if any, by which a predetermined value of a
Commodity or a predetermined level or range of levels of a Commodity Index, as
applicable (the "Commodity Strike Rate"), exceeds the then-current value of a
Commodity or the level of the Commodity Index, as applicable (the "Commodity
Spot Rate") on a date following the date of exercise (the "Valuation Date")
(which will generally be the relevant business day following the date of
exercise) and (2) in the case of an Other Call Warrant, determined by reference
to the amount, if any, by which the Commodity Spot Rate on the Valuation Date
exercise exceeds the Commodity Strike Rate. The Prospectus Supplement for an
issue of Other Warrants will set forth the formula pursuant to which the Cash
Settlement Value of such Other Warrants will be determined. The Commodity Strike
Rate may either be a fixed amount or an amount that varies during the term of
such Other Warrants in accordance with a schedule or formula. Certain Other
Warrants will, if specified in the related Prospectus Supplement, entitle the
Other Warrantholder to receive from Intel, upon automatic exercise at expiration
and under any other circumstances specified in the related Prospectus
Supplement, an amount equal to the greater of the applicable Cash Settlement
Value and the Minimum Expiration Value of such Other Warrants. In addition, if
so specified in the related Prospectus Supplement, following the occurrence of
an Extraordinary Event or Exercise Limitation Event (as defined below) described
in such Prospectus Supplement, the Cash Settlement Value of an Other Warrant
may, at the option of Intel, be determined on a different basis, including in
connection with automatic exercise at expiration.
An Other Warrant will be settled only in U.S. dollars and, accordingly,
will not entitle an Other Warrantholder to sell, deliver, purchase or take
delivery of any Commodity or non-U.S. currency to or from Intel, and Intel will
be under no obligation to, nor will it, purchase or take delivery of or sell or
deliver any Commodity or non-U.S. currency from or to Other Warrantholders
pursuant to the Other Warrants.
Unless otherwise specified in the related Prospectus Supplement, the Other
Warrants will be deemed to be automatically exercised upon expiration and, if so
specified in the related Prospectus Supplement, may be deemed to be
automatically exercised upon the occurrence of other events. Upon such automatic
exercise, Other Warrantholders will be entitled to receive the Cash Settlement
Value of the Other Warrants, if any, except that holders of any Other Warrants
having a Minimum Expiration Value will be entitled to receive an amount equal to
the greater of such Cash Settlement Value and the applicable Minimum Expiration
Value. The Minimum Expiration Value may be either a fixed amount or an amount
that varies during the term of the Other Warrants in accordance with a schedule
or formula. Any Minimum Expiration Value applicable to an issue of Other
Warrants, as well as any additional circumstances resulting in the automatic
exercise of such Warrants, will be specified in the related Prospectus
Supplement.
If so specified in the related Prospectus Supplement, the Other Warrants
may be canceled by Intel upon the occurrence of one or more events
("Extraordinary Events") described in such Prospectus Supplement. In addition,
if so specified in the related Prospectus Supplement, any exercise of the Other
Warrants may be
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suspended by Intel, and the valuation of or payment for such Warrants may be
postponed upon the occurrence of an Extraordinary Event or certain other events
("Exercise Limitation Events") described in such Prospectus Supplement. Upon
such cancellation or such suspension or postponement, the affected
Warrantholders may be entitled to receive only the applicable Cancellation
Amount or Alternative Settlement Amount specified in such Prospectus Supplement.
The Cancellation Amount or Alternative Settlement Amount may be either a fixed
amount or an amount that varies during the term of the Other Warrants in
accordance with a specified schedule or formula.
Reference is hereby made to the Prospectus Supplement relating to the
particular issue of Other Warrants offered thereby for the terms of such Other
Warrants, including, where applicable: (1) the aggregate amount of such Other
Warrants; (2) the offering price of such Other Warrants; (3) either (a) the
Commodity, or (b) the Commodity Index, which may be compiled and published by a
third party or based on Commodity Indices selected by Intel or an affiliate of
Intel, in either case relating to such Other Warrants; (4) whether such Other
Warrants are Other Put Warrants or Other Call Warrants; (5) the date on which
the right to exercise such Other Warrants commences and the date on which such
right expires; (6) the manner in which such Other Warrants may be exercised; (7)
the minimum number, if any, of such Other Warrants exercisable at any one time;
(8) the maximum number, if any, of such Other Warrants that may, subject to
Intel's election, be exercised by all Other Warrantholders (or by any person or
entity) on any day; (9) any provisions permitting an Other Warrantholder to
condition an exercise notice on the absence of certain specified changes in the
Commodity Spot Rate after the exercise date, any provisions permitting Intel to
suspend exercise of or to redeem such Other Warrants based on market conditions
or other circumstances and any other special provisions relating to the exercise
of such Other Warrants; (10) any provisions for the automatic exercise of such
Other Warrants other than at expiration; (11) any provisions permitting Intel to
suspend the exercise of, or postpone the valuation of or payment for, such Other
Warrants; (12) the method of determining the amount payable in connection with
the exercise or cancellation of such Other Warrants, including the Commodity
Strike Rate, the method of determining the Commodity Spot Rate, the method of
expressing movements in either the Commodity or the Commodity Index as a cash
amount in U.S. dollars, and any Cancellation Amount or Minimum Expiration Value
applicable to such Other Warrants; (13) the time or times at which amounts will
be payable in respect of such Other Warrants following exercise or automatic
exercise; (14) a national securities exchange or quotation system on which such
Other Warrants will be listed; (15) any provisions for issuing such Other
Warrants in certificated form from the perspective of Other Warrantholders; (16)
if such Other Warrants are not issued in book-entry form, the place or places at
which payment of the Cash Settlement Value, Cancellation Amount, if any,
Alternative Settlement Amount, if any, and Minimum Expiration Value, if any, of
such Other Warrants is to be made by Intel, and (17) any other material terms of
such Other Warrants.
Prospective purchasers of Other Warrants should be aware of special United
States federal income tax considerations applicable to instruments such as the
Other Warrants. The Prospectus Supplement relating to each issue of Other
Warrants will describe such tax considerations. The summary of United States
federal income tax considerations contained in such Prospectus Supplement will
be presented for informational purposes only, however, and will not be intended
as legal or tax advice or prospective purchasers. Prospective purchasers of
Other Warrants are urged to consult their own tax advisors prior to any
acquisition of Other Warrants.
Book-Entry Procedures and Settlement
Unless otherwise specified in the related Prospectus Supplement, the
procedures set forth under "Description of the Foreign Currency Exchange
Warrants -- Book-Entry Procedures and Settlement" will apply to the Other
Warrants.
Listing
Unless otherwise indicated in the related Prospectus Supplement, the Other
Warrants offered thereby will be listed on a national securities exchange or
quotation system as specified in such Prospectus Supplement. It is expected that
such exchange or system will cease trading an issue of Other Warrants as of
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the close of business on the expiration date of such Other Warrants or on the
date such Other Warrants are delisted on such exchange or system. If the Other
Warrants are not traded on a national securities exchange or quotation system or
are delisted from an exchange or system, the liquidity of the Other Warrants
would be adversely affected.
Before Other Warrants may be listed on a national securities exchange or
quotation system, the Exercise Item underlying such Other Warrants must have
been previously reviewed and approved by the Commission in the context of a
proposal to trade options or warrants relating to the Exercise Item on a
national securities exchange or quotation system. The listing exchange or system
may be required to obtain the Commission's approval to list and trade the Other
Warrants.
Modification
Unless otherwise indicated in a Prospectus Supplement, the related Other
Warrant Agreement and the terms of the related Other Warrants may be amended by
Intel and the Other Warrant Agent, without the consent of any Other
Warrantholders, for the purpose of curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision contained therein,
maintaining the listing of such Other Warrants on a national securities exchange
or quotation system, maintaining the registration of such Other Warrants under
the Exchange Act, permitting the issuance of individual Other Warrant
certificates to Other Warrantholders, reflecting the issuance by Intel of
additional Other Warrants of the same issue or reflecting the appointment of a
successor depository, or in any other manner which Intel may deem necessary or
desirable and which, as determined by Intel in its sole discretion, will not
materially and adversely affect the interests of the Other Warrantholders.
Intel and the Other Warrant Agent also may modify or amend the Other
Warrant Agreement and the terms of the related Other Warrants, with the consent
of the holders of not less than a majority in number of the then outstanding
Other Warrants affected by such modification or amendment, for any purpose,
provided that no such modification or amendment that (1) decreases the Strike
Rate (in the case of Other Put Warrants) or increases the Strike Rate (in the
case of Other Call Warrants), (2) otherwise changes the determination of the
Cash Settlement Value or Cancellation Amount, Alternative Settlement Amount or
Minimum Expiration Value, if any, of the Warrants (or any aspects of such
determination) so as to reduce the amount receivable upon exercise, cancellation
or expiration, (3) shortens the period of time during which the Other Warrants
may be exercised, (4) decreases the Minimum Expiration Value, if any, or (5)
otherwise materially and adversely affects the exercise rights of the Other
Warrantholders or reduces the percentage of the number of outstanding Other
Warrants the consent of whose holders is required for modification or amendment
of the Other Warrant Agreement or the terms of the related Other Warrants, may
be made without the consent of each Other Warrantholder affected thereby.
Additional Issuances of Other Stock Index Warrants; Merger, Consolidation, Sale
or Other Dispositions; Enforceability of Rights by Stock Index Warrantholders;
and Federal Income Tax Consequences
Unless otherwise indicated in the related Prospectus Supplement, the
information set forth under "Description of the Foreign Currency Exchange
Warrants -- Additional Issuances of Other Currency Warrants; -- Merger,
Consolidation, Sale or Other Dispositions; -- Enforceability of Rights by
Currency Warrantholders; and -- Federal Income Tax Consequences" will apply to
the Other Warrants and the holders thereof.
PLAN OF DISTRIBUTION
Intel and Intel Overseas may sell Securities (1) through underwriters or
dealers, (2) directly to one or more purchasers, or (3) through agents. A
Prospectus Supplement will set forth the terms of the offering of the Securities
offered thereby, including the name or names of any underwriters, the purchase
price of the Securities, and the proceeds to Intel or Intel Overseas from the
sale, any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price, any discounts or concessions
allowed or reallowed or paid to dealers, and any securities exchange or market
on which the Securities may be
29
<PAGE> 31
listed. Only underwriters so named in such Prospectus Supplement are deemed to
be underwriters in connection with the Securities offered thereby.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Prospectus Supplement if any of
the Securities are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Securities may also be sold directly by Intel or Intel Overseas or through
agents designated by Intel or Intel Overseas from time to time. Any agent
involved in the offering and sale of Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by Intel or
Intel Overseas to such agent will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in the related Prospectus Supplement, any such agent
will be acting on a best-efforts basis for the period of its appointment.
If so indicated in the related Prospectus Supplement, Intel or Intel
Overseas will authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase Securities providing for payment and
delivery on a future date specified in such Prospectus Supplement. There may be
limitations on the minimum amount which may be purchased by any such
institutional investor or on the portion of the aggregate principal amount of
the particular Securities which may be sold pursuant to such arrangements.
Institutional investors to which such offers may be made, when authorized,
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and such other
institutions as may be approved by Intel or Intel Overseas, as the case may be.
The obligations of any such purchasers pursuant to such delayed delivery and
payment arrangements will not be subject to any conditions except (1) the
purchase by an institution of the particular Securities shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject, and (2) if the particular Securities are
being sold to underwriters, Intel or Intel Overseas shall have sold to such
underwriters the total principal amount of such Securities less the principal
amount thereof covered by such arrangements. Underwriters will not have any
responsibility in respect of the validity of such arrangements or the
performance of Intel or Intel Overseas or such institutional investors
thereunder.
All Securities offered other than Common Stock will be a new issue of
securities with no established trading market. Any underwriters to whom such
Securities are sold by Intel or Intel Overseas for public offering and sale may
make a market in such Securities, but such underwriters will not be obligated to
do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of or the trading markets for any
such Securities.
Agents and underwriters may be entitled under agreements entered into with
Intel or Intel Overseas to indemnification by Intel or Intel Overseas against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribution with respect to payments which the agents
or underwriters may be required to make in respect thereof. Agents and
underwriters may engage in transactions with, or perform services for, Intel or
Intel Overseas in the ordinary course of business.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans ("Plans") which are
subject to ERISA, and on those persons who are fiduciaries with respect to such
Plans. In accordance with ERISA's general fiduciary requirements, a fiduciary
with respect to any such Plan who is considering the purchase of Currency
Warrants, Stock Index Warrants or Other Warrants on behalf of such Plan should
determine whether such purchase is permitted under the governing Plan documents,
is prudent and is appropriate for the Plan in view of its overall investment
policy and the composition and diversification of its portfolio. See the
discussions of the risks relating to an investment in such Warrants herein.
Other provisions of ERISA and section 4975 of the Internal Revenue
30
<PAGE> 32
Code of 1986, as amended (the "Code"), prohibit certain transactions involving
the assets of a Plan and persons who have certain specified relationships to the
Plan ("parties in interest" within the meaning of ERISA or "disqualified
persons" within the meaning of section 4975 of the Code). Thus, a Plan fiduciary
considering the purchase of such Warrants should consider whether such a
purchase might constitute or result in a prohibited transaction under ERISA or
section 4975 of the Code.
An underwriter involved in the sale of Securities and its affiliates, may
be considered a "party in interest" or a "disqualified person" with respect to a
Plan purchasing Securities because, among other reasons, such underwriter or its
affiliate provides services to the Plan. Intel might also be a "party in
interest" or "disqualified person" with respect to such a Plan. For a Plan
subject to the fiduciary responsibility provisions of ERISA or the prohibited
transaction provisions of section 4975 of the Code (including individual
retirement arrangements and other plans described in section 4975(a(1) of the
Code) the purchase of Securities from an underwriter considered a "party in
interest" or a "disqualified person" may constitute or result in a non-exempt
prohibited transaction under ERISA or section 4975 of the Code, unless such
Securities are acquired pursuant to and in accordance with an applicable
exemption, such as Prohibited Transaction Class Exemption ("PTCE") 84-14 (an
exemption for certain transactions determined by an independent qualified
professional asset manager), PTCE 91-38 (an exemption for certain transactions
involving bank collective funds) or PTCE 90-1 (an exemption for certain
transactions involving insurance company pooled separate accounts), or PTCE
75-1, Part II or Part III (exemptions for certain principal transactions
involving sales or purchases of securities between Plans and "parties in
interest"). If Intel is a "party in interest" or "disqualified person" with
respect to a Plan, such Plan should assure itself that PTCE 84-14, PTCE 91-38
and/or PTCE 90-1 is applicable. Any pension or other employee benefit plan
considering the acquisition of Securities should consult with its counsel.
LEGAL MATTERS
The legality of the Securities offered hereby will be passed upon by
Pillsbury Madison & Sutro, Menlo Park, California, counsel for Intel and Intel
Overseas.
EXPERTS
The consolidated financial statements of Intel Corporation incorporated by
reference in Intel Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated therein and herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
31
<PAGE> 33
INDEX OF TERMS
<TABLE>
<CAPTION>
PAGE ON WHICH
TERM TERM IS DEFINED
- ---------------------------------------------
<S> <C>
PAGE ON WHICH
TERM TERM IS DEFINED
- ---------------------------------------------
Alternative Settlement
Amount...................... 2
Business Combinations......... 6
Cancellation Amount........... 2
Cash Settlement Value......... 2
Certificate of
Incorporation............... 6
Code.......................... 30
Commission.................... 4
Commodity..................... 2
Commodity Index............... 2
Commodity Spot Rate........... 26
Commodity Strike Rate......... 26
Common Stock.................. 1
Common Stock Warrants......... 1
Company....................... 5
Consummation Date............. 7
Currency...................... 2
Currency Call Warrants........ 2
Currency Index................ 2
Currency Put Warrants......... 2
Currency Warrant Agent........ 18
Currency Warrant Agreement.... 18
Currency Warrant
Certificates................ 20
Currency Warrants............. 1
Currency Warrantholders....... 18
Debt Depositary............... 11
Debt Holders.................. 12
Debt Securities............... 1
Debt Warrants................. 1
Debt Warrant Agent............ 17
Debt Warrant Agreement........ 17
Debt Warrant Certificates..... 17
Debt Warrant Provisions....... 17
Deposit Agreement............. 9
Depositary.................... 8
Depositary Receipts........... 8
Depositary Shares............. 1
Determination Date............ 7
Disinterested Directors....... 6
Disqualified Preson........... 31
DTC........................... 20
ERISA......................... 30
Exchange Act.................. 4
Exercise Item................. 2
Exercise Limitation Events.... 19
Extraordinary Events.......... 19
Fair Price Provision.......... 6
Foreign Stock Index........... 2
Guarantee..................... 1
Indentures.................... 11
Index Currencies.............. 19
Indirect Participants......... 20
Intel......................... 1
Intel Debt Securities......... 1
Intel Overseas Corporation.... 1
Intel Overseas Debt
Securities.................. 1
Intel Overseas Standard
Indenture Provisions........ 11
Intel Standard Indenture
Provisions.................. 11
Interested Stockholder........ 6
Issuer........................ 11
Minimum Expiration Value...... 2
1988 Registration Statement... 4
1992 Registration Statement... 4
1993 Registration Statement... 4
1994 Registration Statement... 4
Other Call Warrants........... 3
Other Put Warrants............ 3
Other Warrant Agent........... 26
Other Warrant Agreement....... 26
Other Warrantholders........... 26
Other Warrants................ 1
Participants.................. 20
Party in Interest........... 30
Plans......................... 30
Preferred Stock............... 1
Preferred Stock Warrants...... 1
Prospectus Supplement......... 1
PTCE.......................... 31
Reference Currency............ 2
Registrants................... 2
Registration Statements....... 4
Securities.................... 1
Securities Act................ 4
Senior Debt Securities........ 11
Senior Indebtedness........... 14
Senior Indenture.............. 11
Spot Index.................... 23
Spot Rate..................... 19
Standard Indenture
Provisions.................. 11
Stock Index................... 2
Stock Index Call Warrants..... 2
Stock Index Put Warrants...... 2
Stock Index Warrant Agent..... 23
Stock Index Warrant
Agreement................... 23
Stock Index Warrantholders..... 23
Stock Index Warrants.......... 1
Stock Warrants................ 15
Stock Warrant Agent........... 15
Stock Warrant Agreement....... 15
Stock Warrant Certificates.... 15
Stock Warrant Provisions...... 15
Strike Index.................. 23
Strike Rate................... 18
Subordinated Debt
Securities.................. 11
Subordinated Indebtedness..... 14
Subordinated Indenture........ 11
Third Party Securities........ 12
Third Party Warrant Agent..... 16
Third Party Warrant
Agreement................... 16
Third Party Warrant
Certificates................. 16
Third Party Warrants.......... 1
Underlying Stocks............. 2
U.S. dollar, dollar, U.S. $,
$........................... 4
Valuation Date................ 19
Voting Stock.................. 6
</TABLE>
32
<PAGE> 34
------------------------------------------------------
------------------------------------------------------
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this Prospectus or any Prospectus
Supplement and, if given or made, such information or representation must not be
relied upon as having been authorized by Intel or Intel Overseas or by any
agent. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to purchase, any securities other than the securities to which it
relates or an offer to or a solicitation of any person in any jurisdiction where
such an offer or solicitation would be unlawful. Neither the delivery of this
Prospectus, any Prospectus Supplement nor any sale made hereunder or thereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of Intel or Intel Overseas or that the information
contained herein or therein is correct as of any time subsequent to the date
hereof or thereof.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................. 4
Incorporation of Certain Documents by
Reference........................... 4
Intel................................. 5
Intel Overseas........................ 5
Use of Proceeds....................... 5
General Description of Securities..... 6
Description of the Common Stock....... 6
Description of the Preferred Stock.... 7
Description of the Depositary
Shares.............................. 8
Description of the Debt Securities.... 11
Description of the Warrants to
Purchase Common or Preferred
Stock............................... 14
Description of the Third Party
Warrants............................ 18
Description of the Warrants to
Purchase Debt Securities............ 19
Description of the Foreign Currency
Exchange Warrants................... 20
Description of the Stock Index
Warrants............................ 24
Description of the Other Warrants..... 27
Plan of Distribution.................. 31
ERISA Considerations.................. 31
Legal Matters......................... 32
Experts............................... 32
Index of Terms........................ 33
- ---------------------------------------------
- ---------------------------------------------
</TABLE>
------------------------------------------------------
------------------------------------------------------
INTEL CORPORATION
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS TO PURCHASE COMMON STOCK
WARRANTS TO PURCHASE PREFERRED STOCK
THIRD PARTY WARRANTS
WARRANTS TO PURCHASE DEBT SECURITIES
FOREIGN CURRENCY EXCHANGE WARRANTS
STOCK INDEX WARRANTS
OTHER WARRANTS
GUARANTEES OF DEBT SECURITIES OF
INTEL OVERSEAS CORPORATION
INTEL OVERSEAS CORPORATION
DEBT SECURITIES
April 18, 1995
------------------------------------------------------
------------------------------------------------------
<PAGE> 35
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
<TABLE>
<S> <C>
1.1 Form of Intel Corporation Underwriting Agreement (filed as Exhibit 1.1 to Intel's
Registration Statement on Form S-3 (No. 33-58964) filed on March 2, 1993, and
incorporated herein).
4.1 Restated Certificate of Incorporation of Intel (filed as Exhibit 3.1 to Intel's
Form 10-Q for the quarter ended March 27, 1993 as filed on May 11, 1993, and
incorporated herein).
* 4.2 Form of Intel Corporation Standard Indenture provisions.
</TABLE>
II-1
<PAGE> 36
<TABLE>
<S> <C>
4.3 Form of Warrant Agreement, including form of Warrant relating to the Stock Index
Warrants, as amended (filed as Exhibit 4.1 to Intel's Registration Statement on
Form S-3 (No. 33-20117) filed on November 4, 1992, and incorporated herein.)
*4.4 Form of Intel Overseas Corporation Standard Indenture Provisions.
4.5 Amended and Restated Bylaws of Intel, as amended through January 31, 1993 (filed
as Exhibit 4.5 to Intel's Registration Statement on Form S-3 (No. 33-58964) filed
on March 2, 1993, and incorporated herein).
4.6 Form of Standard Stock Warrant Provisions (filed as Exhibit 4.6 to Intel's
Registration Statement on Form S-3 (No. 33-58964) filed on March 2, 1993, and
incorporated herein).
4.7 Form of Standard Debt Securities Warrant Provisions, dated March 1, 1993 (filed as
Exhibit 4.7 to Intel's Registration Statement on Form S-3 (No. 33-58964) filed on
March 2, 1993, and incorporated herein).
4.8 Form of Deposit Agreement (filed as Exhibit 4.8 to Intel's Registration Statement
on Form S-3 (No. 33-58964) filed on March 2, 1993, and incorporated herein).
4.9 Form of Warrant Agreement, including form of Warrant, relating to the Foreign
Currency Exchange Warrants, as amended, (filed as Exhibit 4.12 to Intel's
Registration Statement on Form S-3 (No. 33-58964) filed on March 2, 1993, and
incorporated herein)
*5.1 Opinion of Pillsbury Madison & Sutro.
12.1 Statement re Computation of Ratios (filed as Exhibit 12.1 to Intel's Form 10-K for
the year ended December 31, 1994, and incorporated herein).
23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Pillsbury Madison & Sutro (included in its opinion filed as Exhibit 5.1
hereto).
*24.1 Powers of Attorney (Intel).
*24.2 Powers of Attorney (Intel Overseas).
</TABLE>
___________
* Previously filed.
Item 17. Undertakings.
Each of Intel and Intel Overseas (the "Registrants") hereby undertakes:
(1) 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 1993;
(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;
(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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs contained in periodic reports filed by Intel pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) 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.
II-2
<PAGE> 37
(3) 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.
Each of the Registrants hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of Intel's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described in Item 15 or otherwise, the
Registrants have 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. If a claim for
indemnification against such liabilities (other than the payment by a Registrant
of expenses incurred or paid by a director, officer or controlling person of a
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.
Each of the Registrants hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under Subsection
(a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act of 1939.
The Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by a Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
Prospectus 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) The Registrants will provide to the underwriters at the closing
specified in the underwriting agreement certificates in such denominations
and registered in such names as required by the underwriters to permit
prompt delivery to each purchaser.
II-3
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on the 18th
day of April, 1995.
INTEL CORPORATION
By /s/ ANDY D. BRYANT
----------------------------
(Andy D. Bryant,
Vice President and
Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons and in the capacities indicated on the 18th day of April, 1995.
<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
/s/ GORDON E. MOORE* Chairman of the Board of Directors
- ---------------------------------------------
(Gordon E. Moore)
/s/ ANDREW S. GROVE* President, Chief Executive Officer and
- --------------------------------------------- Director (Principal Executive Officer)
(Andrew S. Grove)
/s/ CRAIG R. BARRETT* Director
- ---------------------------------------------
(Craig R. Barrett)
/s/ WINSTON H. CHEN* Director
- ---------------------------------------------
(Winston H. Chen)
/s/ D. JAMES GUZY* Director
- ---------------------------------------------
(D. James Guzy)
/s/ MAX PALEVSKY* Director
- ---------------------------------------------
(Max Palevsky)
/s/ ARTHUR ROCK* Director
- ---------------------------------------------
(Arthur Rock)
/s/ JANE E. SHAW * Director
- ---------------------------------------------
(Jane E. Shaw)
/s/ LESLIE L. VADASZ* Director
- ---------------------------------------------
(Leslie L. Vadasz)
/s/ DAVID B. YOFFIE* Director
- ---------------------------------------------
(David B. Yoffie)
/s/ CHARLES E. YOUNG* Director
- ---------------------------------------------
(Charles E. Young)
/s/ ANDY D. BRYANT
- --------------------------------------------- Vice President and Chief Financial
(Andy D. Bryant) Officer (Principal Financial Officer
and Principal Accounting Officer)
*By /s/ ANDY D. BRYANT
----------------------------------------
Andy D. Bryant
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Intel Overseas
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on the 18th day of April, 1995.
INTEL OVERSEAS CORPORATION
By /s/ ARVIND SODHANI
-----------------------------------
(Arvind Sodhani, Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons and in the capacities indicated on the 18th day of April, 1995.
<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
/s/ ROBERT H. PERLMAN* President and Director (Principal
- --------------------------------------------- Executive Oficer)
(Robert H. Perlman)
/s/ ARVIND SODHANI Treasurer and Director (Principal
- --------------------------------------------- Financial Officer and Principal
(Arvind Sodhani) Accounting Officer)
/s/ THOMAS R. LAVELLE* Director
- ---------------------------------------------
(Thomas R. Lavelle)
*By /s/ ARVIND SODHANI
----------------------------------------
Arvind Sodhani
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 40
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit Description
--------- -----------
1.1 Form of Intel Corporation Underwriting Agreement (filed as Exhibit 1.1 to Intel's
Registration Statement on Form S-3 (No. 33-58964) filed on March 2, 1993, and
incorporated herein).
4.1 Restated Certificate of Incorporation of Intel (filed as Exhibit 3.1 to Intel's
Form 10-Q for the quarter ended March 27, 1993 as filed on May 11, 1993, and
incorporated herein).
*4.2 Form of Intel Corporation Standard Indenture provisions.
4.3 Form of Warrant Agreement, including form of Warrant relating to the Stock Index
Warrants, as amended (filed as Exhibit 4.1 to Intel's Registration Statement on
Form S-3 (No. 33-20117) filed on November 4, 1992, and incorporated herein.)
*4.4 Form of Intel Overseas Corporation Standard Indenture Provisions.
4.5 Amended and Restated Bylaws of Intel, as amended through January 31, 1993 (filed
as Exhibit 4.5 to Intel's Registration Statement on Form S-3 (No. 33-58964) filed
on March 2, 1993, and incorporated herein).
4.6 Form of Standard Stock Warrant Provisions (filed as Exhibit 4.6 to Intel's
Registration Statement on Form S-3 (No. 33-58964) filed on March 2, 1993, and
incorporated herein).
4.7 Form of Standard Debt Securities Warrant Provisions, dated March 1, 1993 (filed as
Exhibit 4.7 to Intel's Registration Statement on Form S-3 (No. 33-58964) filed on
March 2, 1993, and incorporated herein).
4.8 Form of Deposit Agreement (filed as Exhibit 4.8 to Intel's Registration Statement
on Form S-3 (No. 33-58964) filed on March 2, 1993, and incorporated herein).
4.9 Form of Warrant Agreement, including form of Warrant, relating to the Foreign
Currency Exchange Warrants, as amended, (filed as Exhibit 4.12 to Intel's
Registration Statement on Form S-3 (No. 33-58964) filed on March 2, 1993, and
incorporated herein)
*5.1 Opinion of Pillsbury Madison & Sutro.
12.1 Statement re Computation of Ratios (filed as Exhibit 12.1 to Intel's Form 10-K for
the year ended December 31, 1994, and incorporated herein).
23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Pillsbury Madison & Sutro (included in its opinion filed as Exhibit 5.1
hereto).
*24.1 Powers of Attorney (Intel).
*24.2 Powers of Attorney (Intel Overseas).
</TABLE>
- --------------
* Previously filed.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3, 33-56107) and related
Prospectus of Intel Corporation pertaining to Common Stock, Preferred Stock,
Depositary Shares, Debt Securities, Warrants to Purchase Common Stock, Warrants
to Purchase Preferred Stock, Third Party Warrants, Warrants to Purchase Debt
Securities, Foreign Currency Exchange Warrants, Stock Index Warrants, Other
Warrants and Guarantees of Debt Securities of Intel Overseas Corporation, and
Intel Overseas Corporation pertaining to Debt Securities and to the
incorporation by reference therein of our report dated January 16, 1995 with
respect to the consolidated financial statements of Intel Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1994 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
April 17, 1995
