UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 29, 1996
OR
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-6217
INTEL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 94-1672743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 Mission College Boulevard, Santa Clara, California 95052-8119
(Address of principal executive offices) (Zip Code)
(408) 765-8080
(Registrant's telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since
last report.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes_X_ No___
Shares outstanding of the Registrant's common stock:
Class Outstanding at June 29, 1996
Common Stock, $.001 par value 824.3 million
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Intel Corporation
Consolidated Condensed Statements of Income (unaudited)
(in millions, except per share amounts)
Three Months Ended Six Months Ended
Jun. 29, Jul. 1, Jun. 29, Jul. 1,
1996 1995 1996 1995
Net revenues $ 4,621 $ 3,894 $ 9,265 $ 7,451
Costs and expenses:
Cost of sales 2,150 1,805 4,571 3,414
Research and
development 438 316 839 610
Marketing, general and
administrative 518 447 1,035 834
------- ------- ------- -------
Operating costs and expenses 3,106 2,568 6,445 4,858
------- ------- ------- -------
Operating income 1,515 1,326 2,820 2,593
Interest expense (3) (10) (8) (17)
Interest and other
income, net 89 83 165 239
------- ------- ------- -------
Income before provision
for taxes 1,601 1,399 2,977 2,815
Provision for taxes 560 520 1,042 1,047
------- ------- ------- -------
Net income $ 1,041 $ 879 $ 1,935 $ 1,768
======= ======= ======= =======
Earnings per common and
common equivalent share $ 1.17 $ 0.99 $ 2.19 $ 2.01
======= ======= ======= =======
Cash dividends declared
per common share $ 0.05 $ 0.04 $ 0.09 $ 0.07
======= ======= ======= =======
Weighted average number
of common and common
equivalent shares
outstanding 888 888 884 880
======= ======= ======= =======
(See Notes to Consolidated Condensed Financial Statements.)
<PAGE> 3
PART I - (continued)
Item 1. Financial Statements (Continued)
Intel Corporation
Consolidated Condensed Balance Sheets Jun. 29, Dec. 30,
(in millions) 1996 1995
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,809 $ 1,463
Short-term investments 1,906 995
Accounts receivable, net 2,900 3,116
Inventories:
Raw materials 382 674
Work in process 693 707
Finished goods 404 623
------- -------
1,479 2,004
------- -------
Deferred tax assets 417 408
Other current assets 114 111
------- -------
Total current assets 9,625 8,097
------- -------
Property, plant and equipment, at cost 13,216 11,792
Less: Accumulated depreciation (5,074) (4,321)
------- -------
Property, plant and equipment, net 8,142 7,471
Long-term investments 1,327 1,653
Other assets 206 283
------- -------
TOTAL ASSETS $19,300 $17,504
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 241 $ 346
Accounts payable 756 864
Accrued compensation and benefits 629 758
Accrued advertising 298 218
Other accrued liabilities 468 328
Deferred income on shipments to distributors 306 304
Income taxes payable 815 801
------- -------
Total current liabilities 3,513 3,619
------- -------
Long-term debt 399 400
Deferred tax liabilities 754 620
Put warrants 750 725
Stockholders' equity:
Preferred stock -- --
Common stock and capital in excess
of par value 2,747 2,583
Retained earnings 11,137 9,557
------- -------
Total stockholders' equity 13,884 12,140
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $19,300 $17,504
======= =======
(See Notes to Consolidated Condensed Financial Statements.)
<PAGE> 4
PART I - (continued)
Item 1. Financial Statements (Continued)
Intel Corporation
Consolidated Condensed Statements of Cash Flows (unaudited, in millions)
Six Months
Ended
Jun. 29, Jul. 1,
1996 1995
Cash flows provided by (used for) operating
activities:
Net income $ 1,935 $ 1,768
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 873 622
Net loss on retirements of property, plant and
equipment 60 39
Amortization of debt discount -- 9
Change in deferred tax assets and liabilities 103 111
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 216 (906)
Decrease (increase) in inventories 525 (358)
Decrease (increase) in other assets 136 (170)
(Decrease) increase in accounts payable (108) 161
(Decrease) in accrued compensation and
benefits (129) (48)
Increase in income taxes payable 14 311
Increase (decrease) in other liabilities 214 (73)
Tax benefit from employee stock plans 62 69
Purchases of trading assets (75) --
Gain on trading assets (4) --
------- -------
Total adjustments 1,887 (233)
------- -------
Net cash provided by operating activities 3,822 1,535
------- -------
Cash flows provided by (used for) investing
activities:
Additions to property, plant and equipment (1,604) (1,614)
Purchases of long-term, available-for-sale
investments (36) (98)
Sales of long-term, available-for-sale
investments -- 67
Maturities and other changes in available-for-
sale investments, net (466) 536
------- -------
Net cash (used for) investing activities (2,106) (1,109)
Cash flows provided by (used for) financing
activities:
(Decrease) in short-term debt, net (105) (19)
Proceeds from sales of shares through employee
stock plans and other 134 120
Proceeds from sales of put warrants 36 16
Repurchase and retirement of common stock (369) (650)
Payment of dividends to stockholders (66) (50)
------- -------
Net cash (used for) financing activities (370) (583)
------- -------
Net increase (decrease) in cash and cash
equivalents $ 1,346 $ (157)
======= =======
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest $ 24 $ 50
Income taxes $ 819 $ 556
Certain 1995 amounts have been reclassified to conform to the 1996
presentation.
(See Notes to Consolidated Condensed Financial Statements.)
<PAGE> 5
PART I - (continued)
Item 1. Financial Statements (Continued)
Intel Corporation, Notes to Consolidated Condensed Financial Statements
1. The accompanying interim consolidated condensed financial
statements of Intel Corporation ("Intel," the "Company" or the
"Registrant") have been prepared in conformity with generally
accepted accounting principles, consistent in all material
respects with those applied in the Annual Report on Form 10-K for
the year ended December 30, 1995. The interim financial
information is unaudited, but reflects all normal adjustments
which are, in the opinion of management, necessary to provide a
fair statement of results for the interim periods presented. The
interim financial statements should be read in connection with the
financial statements in the Company's Annual Report on Form 10-K
for the year ended December 30, 1995.
2. Interest and other income includes (in millions):
Three Months Six Months
Ended Ended
Jun. 29, Jul. 1, Jun. 29, Jul. 1,
1996 1995 1996 1995
----------------- -----------------
Interest income $ 78 $ 75 $158 $149
Foreign currency
gains 7 4 14 10
Other income
(expense), net 4 4 (7) 80
---- ---- ---- ----
Total $ 89 $ 83 $165 $239
==== ==== ==== ====
Other income for the six months ended July 1, 1995 included
approximately $58 million from the settlement of all ongoing
litigation with Advanced Micro Devices, Inc. and $23 million from
the sale of a portion of the Company's interest in VLSI
Technologies, Inc.
3. Earnings per common and common equivalent share as presented on
the face of the statements of income represent primary earnings
per share. Dual presentation of primary and fully diluted earnings
per share has not been made because the differences are
insignificant.
4. The Company's available-for-sale investments are reported at fair
value, with unrealized gains and losses, net of tax, recorded in
stockholders' equity. Realized gains or losses and declines in
value, if any, judged to be other than temporary on available-for-
sale securities are reported in other income or expense. Beginning
in the first quarter of 1996, the Company purchased securities
classified as trading assets. The Company's trading assets ($79
million at June 29, 1996) are held to generate returns to offset
changes in certain liabilities related to deferred compensation
arrangements. The trading assets consist of marketable equity
securities and are stated at fair value. Both realized and
unrealized gains and losses are included in other income or
expense and generally offset the change in the deferred
compensation liability which is also included in other income or
expense.
5. As more fully described in the Company's Annual Report, Intel
enters into derivative financial instruments to reduce financial
market risks. These instruments are used to hedge foreign
currency, equity and interest rate market exposures of underlying
assets, liabilities and other obligations. The Company does not
use derivative financial instruments for speculative or trading
purposes. The Company's accounting policies for these instruments
are based on the Company's designation of such instruments as
hedging transactions. The criteria the Company uses for
designating an instrument as a hedge include its effectiveness in
risk reduction and one-to-one matching of derivative instruments
to underlying transactions. Gains and losses on currency forward
contracts, and options that are designated and effective as hedges
of anticipated transactions, for which a firm commitment has been
attained, are deferred and recognized in income in the same period
that the underlying transactions are settled.
<PAGE> 6
PART I - (continued)
Item 1. Financial Statements (Continued)
Intel Corporation, Notes to Consolidated Condensed Financial Statements
(continued)
Gains and losses on currency forward contracts, options and swaps
that are designated and effective as hedges of existing
transactions are recognized in income in the same period as losses
and gains on the underlying transactions are recognized and
generally offset. Gains and losses on options hedging investments
in non-marketable instruments are deferred and recognized in
income in the same period as the hedges mature or when the
underlying transaction is sold, whichever comes first. Income or
expense on swaps is accrued as an adjustment to the yield of the
related investments or debt they hedge.
6. During the second quarter of 1996, the Company repurchased 2.0
million shares of Common Stock under the Company's authorized
repurchase program at a cost of $135 million. As of June 29, 1996,
after reserving shares to cover the outstanding put warrants,
approximately 24.1 million shares remained available under the
repurchase program (total authorization of 110 million shares)
authorized by the Board of Directors. (See Item 2. Management's
Discussion and Analysis for subsequent activity.)
7. In a series of private placements during the 1991-1996 period, the
Company sold put warrants that entitle the holder of each warrant
to sell one share of Common Stock to the Company, at a specified
price, if the holder exercises the warrant. Activity during the
first half of 1996 is summarized as follows:
Put Warrants Outstanding
Cumulative
Proceeds Number Potential
(In millions) Received Of Warrants Obligation
-----------------------------------------------------------
December 30, 1995 $ 279 12.0 $ 725
Sales 18 3.0 175
Exercises (1.8) (108)
Expirations -- (1.5) (58)
----- ----- -----
March 30, 1996 $297 11.7 $734
Sales 18 3.0 202
Expirations -- (3.0) (186)
----- ----- -----
June 29, 1996 $315 11.7 $750
===== ===== =====
The amount related to the Company's potential buyback obligation
has been reclassified from Stockholders' Equity and recorded as
put warrants. The 11.7 million put warrants outstanding on June
29, 1996 expire on various dates between July 1996 and May 1997
and have exercise prices ranging from $56 to $69 per share, with
an average exercise price of $64. There is no material dilutive
effect on earnings per share for the periods presented. (See Item
2. Management's Discussion and Analysis for subsequent activity.)
8. On March 29, 1995, Thorn EMI North America Inc. brought suit in
Federal Court in Delaware against Intel alleging that certain
Intel manufacturing processes infringe a U.S. patent. In April
1996, the plaintiff filed documents with the Federal Court in
Delaware indicating that in addition to an injunction it plans to
seek damages, if it prevails, equal to between one (1) and one and
one half (1 1/2) percent of Intel's net revenues derived from
sales of Intel486(TM), Pentium(R) and Pentium(R) Pro processors.
On May 28, 1996, the Court granted Intel's motion for summary
judgment as to several of the fabrication processes at issue,
including all processes currently used to make Pentium and Pentium
Pro processors. In June 1996, the Court held a "Markman" hearing
to resolve remaining disputed issues of claim interpretation, and
on June 11, 1996 announced its rulings, which were largely
consistent with Intel's proposed interpretations. The parties
subsequently agreed to dismiss the jury, and Intel moved for
summary judgment on the processes remaining in the case. This
motion is currently under consideration. The Company believes this
lawsuit to be without merit and will defend the case vigorously.
Although the ultimate outcome of this lawsuit cannot be determined
at this time, management, including internal counsel, continues to
believe that the ultimate outcome will not have a material adverse
effect on Intel's financial position or overall trends in results
of operations. This estimate of the potential impact on the
Company could change in the future.
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations - Second Quarter of 1996 Compared to Second
Quarter of 1995
Revenues for Q2 1996 increased by 19% compared to Q2 1995. Higher
volumes of the rapidly ramping Pentium(R) processor family, partially
offset by lower prices and decreasing revenues from sales of related
board level products, drove the overall growth in revenues. Revenues
from the Intel486(TM) microprocessor family declined substantially,
primarily due to a major shift in market demand toward the Company's
more advanced microprocessors. Chipsets and flash memory also showed
significant revenue growth between these periods. Revenue from
royalties was higher than normal during the second quarter of 1996.
Cost of sales rose by 19% from Q2 1995 to Q2 1996, primarily due to
increased unit volumes. Gross margin was 53% in Q2 1996 versus 54% in
Q2 1995. Although the Company's gross margin percentage had been
declining since Q2 1995, it returned to the prior year's level,
primarily due to lower memory inventory write offs than the Company has
been experiencing recently. In addition, gross margin in the second
quarter of 1996 benefited from the higher than normal royalties during
the period.
A majority and growing portion of the Company's revenues, and a
substantial majority of its gross margin, are derived from sales of the
Pentium processor family including related board level products.
Although sales of the Intel486 microprocessor family represented a
significant portion of Q2 1995 revenues and gross margin, revenues and
gross margin for these products were negligible for Q2 1996.
Research and development expenses and marketing, general and
administrative expenses rose by a total of $193 million, or 25%, from
Q2 1995 to Q2 1996. Spending for internal product and process
development programs, personnel related spending and Intel Inside(R)
and other advertising and marketing expenses accounted for most of the
increase.
Interest and other income for Q2 1996 increased by $6 million over the
prior year due primarily to the higher average investment balance in Q2
1996, offset in part by lower average interest rates on investments.
The $7 million decrease in interest expense between Q2 1995 and Q2 1996
is primarily the result of lower weighted average borrowing balances.
The Company utilizes investments and corresponding interest rate swaps
to preserve principal while enhancing the yield on its investment
portfolio without significantly increasing risk, and uses forward
contracts, options and swaps to hedge foreign currency, equity and
interest rate market exposures. Gains and losses on these instruments
are generally offset by those on the underlying hedged transactions; as
a result, there was no net impact on the Company's financial results in
either Q2 1996 or Q2 1995 from hedging activities.
The provision for taxes increased by $40 million, or 8%, primarily as a
result of higher pretax earnings in 1996. In addition, the effective
tax rate decreased from 37.2% for Q2 1995 to 35% for Q2 1996.
<PAGE> 8
Results of Operations - First Half of 1996 Compared to First Half of 1995
Revenues for the first half of 1996 increased by 24% compared to the
first half of 1995. Higher volumes of the rapidly ramping Pentium
processor family, partially offset by lower prices and decreasing
revenues from sales of related board level products drove the overall
growth in revenues. Revenues from the Intel486 microprocessor family
declined substantially, primarily due to a major shift in market demand
toward the Company's more advanced microprocessors. Chipsets and flash
memory also showed significant revenue growth between these periods.
Revenue from royalties was higher than normal during the first half of
1996.
Results of Operations - First Half of 1996 Compared to First Half of
1995 (continued)
Cost of sales rose by 34% from the first half of 1995 to the first half
of 1996, primarily due to increased unit volumes. Gross margin was 51%
in the first half of 1996 versus 54% in the first half of 1995 as 1996
costs were impacted by inventory reserves and increased costs
associated with bringing on advanced manufacturing processes.
A majority and growing portion of the Company's revenues, and a
substantial majority of its gross margin, are derived from sales of the
Pentium processor family including related board level products.
Although sales of the Intel486 microprocessor family represented a
significant portion of revenues and gross margin in the first half of
1995, revenues and gross margin for these products were negligible for
the first half of 1996.
Research and development expenses and marketing, general and
administrative expenses rose by a total of $430 million, or 30%, from
the first half of 1995 to the first half of 1996. Spending for internal
product and process development programs, personnel related spending
and Intel Inside(R) and other advertising and marketing expenses
accounted for most of the increase.
Interest and other income for the first half 1996 decreased by $74
million over the prior year due primarily to the gains in the first
half of 1995 from the settlement of litigation with Advanced Micro
Devices, Inc. and the sale of a portion of Intel's interest in VLSI
Technology, Inc.
The $9 million decrease in interest expense between the first half of
1995 and the first half of 1996 is primarily the result of lower
weighted average borrowing balances.
The Company utilizes investments and corresponding interest rate swaps
to preserve principal while enhancing the yield on its investment
portfolio without significantly increasing risk, and uses forward
contracts, options and swaps to hedge foreign currency, equity and
interest rate market exposures. Gains and losses on these instruments
are generally offset by those on the underlying hedged transactions; as
a result, there was no net impact on the Company's financial results in
either the first half 1996 or the first half 1995 from hedging
activities.
The provision for taxes decreased by $5 million, primarily due to a
decrease in the effective tax rate from 37.2% for the first half of
1995 to 35% for the first half of 1996, offset substantially by an
increase in pretax earnings in 1996.
Financial Condition
The Company's financial condition remains very strong. As of June 29,
1996, Intel's portfolio of cash and investments totaled $6.04 billion,
up from $4.11 billion at December 30, 1995. The Company's other sources
of liquidity include credit lines and commercial paper borrowing
arrangements that exceed $1.8 billion in the aggregate. The Company
also retains the authority to issue an aggregate of approximately $1.4
billion in debt, equity and other securities under SEC shelf
registration statements.
The Company funded most of its investment needs during the first half
of 1996 with cash generated from operations, which totaled $3.82
billion. Major uses of cash during the first half of 1996 included
capital spending of $1.6 billion for property, plant and equipment,
primarily for microprocessor manufacturing capacity.
Inventory levels, particularly raw material and finished goods,
decreased significantly during the first half of 1996, primarily
attributable to the sell-through of purchased parts inventory and lower
costs of manufacturing in the first half of 1996.
The Company's five largest customers accounted for approximately 30% of
net revenues for the six month period ended June 29, 1996. At June 29,
1996, these customers accounted for approximately 22% of net accounts
receivable.
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Financial Condition (continued)
Key financing activities in the first half of 1996 included the
repurchase of 6.1 million shares of Common Stock for $369 million as
part of the Company's authorized stock repurchase program, including
1.8 million shares for $108 million upon the exercise of outstanding
put warrants. The Company also sold 6 million put warrants, receiving
proceeds of $36 million, while 4.5 million previously outstanding put
warrants expired unexercised. Through August 9, 1996, the Company
repurchased 8 million shares of its Common Stock for $598 million,
issued 3 million put warrants and 2.7 million put warrants expired
unexercised. As of August 9, 1996, Intel had the potential obligation
to repurchase 12 million shares of Common Stock at an aggregate cost of
$795 million under outstanding put warrants. The exercise price of
these warrants ranges from $56.25 to $80.75 per share, with an average
exercise price of $66 per share. Certain of these put warrants expire
upon the Company's stock price reaching certain levels above the
exercise price for such put warrants. As of August 9, 1996, 15.8
million shares remained available for repurchase under the repurchase
authorization, after reserving shares to cover outstanding put
warrants.
Management considers cash flow from operations and available sources of
liquidity to be adequate to meet business requirements in the
foreseeable future, including planned capital expenditure programs,
working capital requirements, the put warrant obligation and the
dividend program.
Outlook
The statements contained in this Outlook are based on current
expectations. These statements are forward looking and actual results
may differ materially.
Although the Company's book-to-bill ratio was above 1.0 for Q2 1996,
the Company expects revenue for the third quarter of 1996 to be
approximately equal to the second quarter revenue of $4.6 billion. The
Company believes that many customers will continue to place orders for
immediate delivery ("turns"), consistent with the second quarter. In a
turns environment, however, customer order patterns are inherently
difficult to predict. Revenue is also a function of the distribution of
microprocessor speed and performance levels, which is difficult to
forecast. Because of the large price difference between the highest and
lowest performance microprocessors, this distribution affects the
average price Intel will realize and has a large impact on Intel's
revenues.
Intel's strategy has been and continues to be to introduce ever higher
performance microprocessors and work with the software industry to
develop compelling applications that can take advantage of this higher
performance, thus driving demand toward the newer products. In line
with this strategy, the Company continues to be on track to position
the 120-MHz and 133-MHz Pentium processors as the entry-level
processors in the fourth quarter of 1996. If the market demand does not
continue to grow and move rapidly toward higher performance products,
revenue and gross margin may be impacted, the manufacturing capacity
installed might be under-utilized and capital spending may be slowed.
The Company may continue to reduce microprocessor prices aggressively
and systematically to bring its technology to market. The Company
recently announced that it will cut prices on certain members of the
Pentium processor family more than previously planned in Q3 1996 and
plans to hold those prices through the end of 1996. The Company's
pricing policy is subject to change.
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Outlook (continued)
The Company expects gross margin percentage in the third quarter to be
at the upper end of the model of 50 percent plus or minus a couple of
points. Intel's gross margin percentage varies depending in part on the
mix of microprocessors and related motherboards within a product family
because motherboards generally have lower gross margin percentages than
microprocessors. Various other factors, including unit volumes and
costs and yield issues, sell-through of purchased components, processor
speed mix and mix of shipments of other semiconductors will also
continue to affect the amount of cost of sales and the variability of
gross margin percentages.
To implement its strategy, Intel continues to build capacity to produce
high-performance microprocessors and other products. The Company
currently expects capital expenditures for 1996 to be about $3.6
billion. This spending plan is dependent upon delivery times of various
machines and construction schedules for new facilities. The current
estimate is lower than the previous estimate of $4 billion due to
delays in beginning a new facility, improvements in the rate of
equipment re-utilization, and early conversion and high yields on the
.35 micron manufacturing process.
Spending on research and development and marketing, general and
administrative expenses is expected to increase about 3 to 4 percent in
the third quarter of 1996 from the $956 million in the second quarter
of 1996. Expense projections in the third quarter of 1996 are subject
to changes based primarily on utilization of cooperative marketing
programs by customers.
The Company's future results of operations and the other forward
looking statements contained in this outlook involve a number of risks
and uncertainties. In addition to the factors discussed above, among
the other factors that could cause actual results to differ materially
are the following: business conditions and growth in the personal
computer industry and general economy; changes in customer order
patterns, including timing of delivery and changes in seasonal
fluctuations in PC buying patterns; competitive factors, such as rival
chip architectures, competing software-compatible microprocessors,
acceptance of new products and price pressures; risk of nonpayment of
customer receivables; risk of inventory obsolescence due to shifts in
market demand; variations in inventory valuation; timing of software
industry product introductions; continued success in technological
advances, including the manufacturing ramp; excess or shortage of
manufacturing capacity; risks associated with foreign operations;
changes in the mix of microprocessor speeds and related motherboards;
costs and yield issues associated with initiating production at new
factories; and litigation involving intellectual property and consumer
issues.
Intel believes that it has the product offerings, facilities,
personnel, and competitive and financial resources for continued
business success, but future revenues, costs, margins, product mix and
profits are all influenced by a number of factors, as discussed above.
<PAGE> 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
A. Litigation
Reference is made to Item 3. Legal Proceedings, in the Registrant's
Annual Report on Form 10-K for the year ended December 30, 1995 and
Part II, Item 1. Legal Proceedings, in the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended April 1, 1996 for a
description of the following legal proceeding.
Thorn EMI North America, Inc.
vs. Intel, DEL (C95-199)
On May 28, 1996, the Court granted Intel's motion for summary judgment
as to several of the fabrication processes at issue, including all
processes currently used to make Pentium(R) and Pentium(R) Pro
processors. In June 1996, the Court held a "Markman" hearing to
resolve remaining disputed issues of claim interpretation, and on June
11, 1996 announced its rulings, which were largely consistent with
Intel's proposed interpretations. The parties subsequently agreed to
dismiss the jury, and Intel moved for summary judgment on the processes
remaining in the case. This motion is currently under consideration.
The Company believes this lawsuit to be without merit and will defend
the case vigorously. Although the ultimate outcome of this lawsuit
cannot be determined at this time, management, including internal
counsel, continues to believe that the ultimate outcome will not have a
material adverse effect on Intel's financial position or overall trends
in results of operations. This estimate of the potential impact on the
Company could change in the future.
Item 2. Changes in Securities
On July 17, 1996, the Board of Directors amended the Bylaws of Intel
Corporation to require stockholders to give written notice to the
Company not less than 60 days nor more than 120 days prior to the first
anniversary of the preceding year's annual stockholders' meeting for
nominations or other business to be properly brought before an annual
stockholders' meeting. The amended Bylaws also specify certain
information that must be set forth in any such notice. Reference is
made to Exhibit 3.1 of this Quarterly Report on Form 10-Q for an
amended and restated copy of the Bylaws of Intel Corporation.
<PAGE> 12
Item 4. Submission of Matters to a Vote of Security Holders
At Intel Corporation's Annual Meeting of Stockholders held on May
22, 1996, the following proposals were adopted by the margins indicated.
Number of Shares
Voted for Withheld
--------- --------
1. To elect a board of directors
to hold office until the next
annual meeting of stockholders or
until their respective successors
have been elected or appointed.
C. Barrett 722,842,763 1,322,666
W. Chen 722,889,225 1,276,204
A. Grove 722,876,011 1,289,418
J. Guzy 722,870,448 1,294,981
G. Moore 722,887,157 1,278,272
M. Palevsky 722,853,031 1,312,398
A. Rock 722,869,667 1,295,762
J. Shaw 722,881,807 1,283,622
L. Vadasz 722,835,502 1,329,927
D. Yoffie 722,847,351 1,318,078
C. Young 722,858,101 1,307,328
Number of Shares
Voted Voted No
For Against Abstained Vote
--------------------------------------------
2. To ratify the appointment 721,999,541 873,145 1,292,739 3
of the accounting firm of
Ernst & Young LLP as
independent auditors for the
Company for the current year.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Intel Corporation Bylaws, as amended
10.1 Intel Corporation Sheltered Employee Retirement Plan Plus, as
amended and restated effective July 15, 1996 (incorporated by
reference to Exhibit 4.1.1 of Registrant's Post-Effective
Amendment No. 1 to Form S-8 Registration Statement [Registration
Statement No. 33-63489] as filed on July 17, 1996).
11.1 Statement re: computation of earnings per share.
12.1 Statement setting forth the computation of ratios of earnings
to fixed charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter ended June 29, 1996.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
INTEL CORPORATION
(Registrant)
Date: August 9, 1996 By: /s/Andy D. Bryant
----------------------------
Andy D. Bryant
Vice President and
Chief Financial and
Principal Accounting Officer
Exhibit 11.1
INTEL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(In millions, except per share amounts)
<TABLE>
Three Months Ended Six Months Ended
------------------ ----------------
Jun. 29, Jul. 1, Jun. 29, Jul. 1,
1996 1995 1996 1995
------------------ -----------------
<S> <C> <C> <C> <C>
PRIMARY SHARES CALCULATION:
Reconciliation of weighted average number
of shares outstanding to amount used in
primary earnings per share computation:
Weighted average number of
shares outstanding 824 828 823 828
Add shares issuable from assumed exercise
of options and warrants 64 60 61 52
------ ------ ------ ------
Weighted average number of shares
outstanding as adjusted 888 888 884 880
====== ====== ====== ======
FULLY DILUTED SHARES CALCULATION:
Reconciliation of weighted average number
of shares outstanding to amount used in
fully diluted earnings per share
computation:
Weighted average number of shares
outstanding 824 828 823 828
Add shares issuable from assumed
exercise of options and warrants 67 69 67 69
------ ------ ------ ------
Weighted average number of shares
outstanding as adjusted 891 897 890 897
====== ====== ====== ======
NET INCOME $1,041 $ 879 $1,935 $1,768
====== ====== ====== ======
PRIMARY EARNINGS PER SHARE $ 1.17 $ .99 $ 2.19 $ 2.01
====== ====== ====== ======
(1) FULLY DILUTED EARNINGS PER SHARE $ 1.17 $ .98 $ 2.17 $ 1.97
====== ====== ====== ======
(1) Earnings per common equivalent share presented on the face of the
statements of income represent primary earnings per share. Dual presentation
of primary and fully diluted earnings per share has not been made on the
statement of income because the differences are insignificant.
</TABLE>
Exhibit 12.1
INTEL CORPORATION
STATEMENT SETTING FORTH THE COMPUTATION
OF RATIOS OF EARNINGS TO FIXED CHARGES
(in millions)
Six Months Ended
Jun. 29, Jul. 1,
1996 1995
----------------------
Income before taxes $ 2,977 $ 2,815
Add fixed charges net of
capitalized interest 13 22
Income before taxes and fixed
charges (net of capitalized
interest) $ 2,990 $ 2,837
Fixed charges:
Interest* $ 8 $ 17
Capitalized interest 17 23
Estimated interest component
of rental expense 5 5
Total $ 30 $ 45
Ratio of earnings before taxes and
fixed charges, to fixed charges 99.7 63.0
* Interest expense includes the amortization of underwriting fees for
the relevant periods outstanding.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from Intel
Corporation's CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND
CONSOLIDATED BALANCE SHEETS and is qualified in its entirety by
reference to such financial statements. </LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> JUN-29-1996
<CASH> 2809
<SECURITIES> 1906
<RECEIVABLES> 2900<F3>
<ALLOWANCES> 0
<INVENTORY> 1479
<CURRENT-ASSETS> 9624
<PP&E> 13216
<DEPRECIATION> 5074
<TOTAL-ASSETS> 19300
<CURRENT-LIABILITIES> 3513
<BONDS> 399
750<F1>
0
<COMMON> 2748
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 19300
<SALES> 9265
<TOTAL-REVENUES> 9265
<CGS> 4571
<TOTAL-COSTS> 4571
<OTHER-EXPENSES> 839<F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> 2977
<INCOME-TAX> 1042
<INCOME-CONTINUING> 1935
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1935
<EPS-PRIMARY> 2.19
<EPS-DILUTED> 0
<FN>
<F1>Item consists of put warrants.
<F2>Item consists of research and development.
<F3>Item shown net of allowance, consistent with the balance sheet
presentation.
</FN>
</TABLE>
EXHIBIT 3.1
INTEL CORPORATION
BYLAWS
ARTICLE I
Offices
Section 1. Registered Office. The registered
office of the corporation in the State of Delaware shall be
in the City of Wilmington, County of New Castle.
Section 2. Other Offices. The corporation shall
also have and maintain an office or principal place of
business at 2200 Mission College Boulevard, Santa Clara,
County of Santa Clara, State of California, and may also
have offices at such other places, both within and
without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the
corporation may require.
ARTICLE II
Stockholders' Meetings
Section 1. Place of Meetings. Meetings of
the stockholders of the corporation shall be held at such
place, either within or without the State of Delaware,
as may be designated from time to time by the Board of
Directors, or, if not so designated, then at the office of
the corporation required to be maintained pursuant to
Section 2 of Article I hereof.
Section 2. Annual Meetings. The annual
meetings of the stockholders of the corporation, commencing
with the year 1990, for the purpose of election of directors and for
such other business as may lawfully come before it, shall
be held on such date and at such time as may be
designated from time to time by the Board of Directors,
but in no event more than fifteen (15) months after the
date of the preceding annual meeting.
Section 3. Special Meetings. Special meetings
of the stockholders of the corporation may be called, for
any purpose or purposes, by the Chairman of the Board or
the President or the Board of Directors at any time.
Section 4. Notice of Meetings.
(a) Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each
meeting of stockholders, specifying the place, date and
hour and purpose or purposes of the meeting, shall be
given not less than ten nor more than sixty days before
the date of the meeting to each stockholder entitled to
vote thereat, directed to his address as it appears upon
the books of the corporation.
(b) If at any meeting action is proposed to be
taken which, if taken, would entitle stockholders
fulfilling the requirements of section 262(d) of the
Delaware General Corporation Law to an appraisal of the
fair value of their shares, the notice of such meeting shall
contain a statement of that purpose and to that effect and
shall be accompanied by a copy of that statutory section.
(c) When a meeting is adjourned to another
time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken unless the
adjournment is for more than
thirty days, or unless after the adjournment a new record
date is fixed for the adjourned meeting, in which event a
notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
(d) Notice of the time, place and purpose of
any meeting of stockholders may be waived in writing,
either before or after such meeting, and to the extent
permitted by law, will be waived by any stockholder by his
attendance thereat, in person or by proxy. Any
stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
(e) Unless and until voted, every proxy
shall be revocable at the pleasure of the person who
executed it or of his legal representatives or assigns,
except in those cases where an irrevocable proxy permitted
by statute has been given.
Section 5. Quorum and Voting.
(a) At all meetings of stockholders, except
where otherwise provided by law, the Certificate of
Incorporation, or these Bylaws, the presence, in
person or by proxy duly authorized, of the holders
of a majority of the outstanding shares of stock entitled to
vote shall constitute a quorum for the transaction of
business. Shares, the voting of which at said meeting
have been enjoined, or which for any reason
cannot be lawfully voted at such meeting, shall not be
counted to determine a quorum at said meeting. In the
absence of a quorum, any meeting of stockholders may be
adjourned, from time to time, by vote of the holders of
a majority of the shares represented thereat, but no
other business shall be transacted at such meeting. At
such adjourned meeting at which a quorum is present or
represented, any business may be transacted which might
have been transacted at the original meeting. The
stockholders present at a duly called or convened meeting,
at which a quorum is present, may continue to transact
business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
(b) Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, all action
taken by the holders of a majority of the voting power
represented at any meeting at which a quorum is present
shall be valid and binding upon the corporation.
Section 6. Voting Rights.
(a) Except as otherwise provided by law, only
persons in whose names shares entitled to vote stand on the
stock records of the corporation on the record date
for determining the stockholders entitled to vote at said
meeting shall be entitled to vote at such meeting.
Shares standing in the names of two or more persons shall be
voted or represented in accordance with the determination of
the majority of such persons, or, if only one of such
persons is present in person or represented by proxy, such
person shall have the right to vote such shares and such
shares shall be deemed to be represented for the purpose of
determining a quorum.
(b) Every person entitled to vote or execute
consents shall have the right to do so either in person or
by an agent or agents authorized by a written proxy
executed by such person or his duly authorized agent,
which proxy shall be filed with the Secretary of the
corporation at or before the meeting at which it is to be
used. Said proxy so appointed need not be a
stockholder. No proxy shall be voted on after three years
from its date unless the proxy provides for a longer period.
Section 7. List of Stockholders. The officer
who has charge of the stock ledger of the corporation shall
prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders
entitled to vote at said meeting, arranged in
alphabetical order, showing the address of and the
number of shares registered in the name of
each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be
held and which place shall be specified in the notice of
the meeting, or, if not specified, at the place where said
meeting is to be held, and the list shall be produced and
kept at the time and place of meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 8. Action Without Meeting. Unless
otherwise provided in the Certificate of Incorporation, any
action required by statute to be taken at any annual or
special meeting of stockholders of the corporation, or any
action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, are signed by
the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and
voted. To be effective, a written consent must be
delivered to the corporation by delivery to its
registered office in Delaware, its principal place
of business, or an officer or agent of the
corporation having custody of the book in
which proceedings of meetings of stockholders
are recorded. Delivery made to a corporation's
registered office shall be by hand or by
certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written
consent shall be effective to take the corporate action
referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required by
this Section to the corporation, written consents
signed by a sufficient number of holders to take action
are delivered to the corporation in accordance with this
Section. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not
consented in writing.
Section 9. Nominations and Stockholder Business.
(a) Nominations of persons for election to the
Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors, or (c) by any stockholder of the
Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 9, who is
entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 9.
(b) For nominations or other business to be
properly brought before an annual meeting by a stockholder
pursuant to this Section 9, the stockholder must have given
timely notice thereof in writing to the Secretary of the
Corporation, and such business must be a proper subject
for stockholder action under the Delaware General
Corporation Law. To be timely, a
stockholder's notice shall be delivered to the secretary at
the principal executive offices of the Corporation not less
than 60 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date
of the annual meeting is advanced by
more than 30 days or delayed (other than as a result of
adjournment) by more than 60 days from such anniversary
date, notice by the stockholder to be timely must be
delivered not later than the close of business on the
later of the 60th day prior to such
annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first
made. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for
election or reelection as a director all information
relating to such person that is required to be disclosed
in solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (including such person's
written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any
other business that the stockholder proposes to bring
before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material
interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and
the beneficial owners if any, on whose behalf the nomination
or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and
of such beneficial owner, and (ii) the class and number of
shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner.
(c) Notwithstanding anything in this Section 9
to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement specifying
the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 9 shall
also be considered timely, but only with respect to
nominees for any new positions created by such increase,
if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public
announcement is first made by the Corporation.
(d) Only such business shall be conducted at a
special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of
meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders
at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction
of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of
giving of notice provided for in this section, who is
entitled to vote at the meeting and who complies with
the notice procedures set forth in this section.
Nominations by stockholders of persons for election to the
Board of Directors may be made at such a special
meeting of Stockholders if the stockholder's notice
required by this section shall be delivered to the
secretary at the principal executive offices of the
Corporation not earlier than the 120th day prior to such
special meeting and not later than the close of business on the
later of the 60th day prior to such special meeting or the
10th day following the day on which public announcement is first
made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting.
(e) Only those persons who are nominated in
accordance with the procedures set forth in this section
shall be eligible for election as directors at any meeting
of stockholders. Only such business shall be conducted at
a meeting of stockholders as shall have been brought before
the meeting in accordance with the procedures
set forth in this section. The chairman of the
meeting shall have the power and duty to determine
whether a nomination or any business proposed to be
brought before the meeting was made in accordance
with the procedures set forth in this section and,
if any proposed nomination or business is not in
compliance with this section, to declare that such
defective proposal shall be disregarded.
(f) For purposes of this section,
"public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document
publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 9 13, 14 or 15(d)
of the Exchange Act.
(g) Notwithstanding the foregoing provisions of
this Section 9, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set
forth in this Section 9. Nothing in this Section 9
shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE III
Directors
Section 1. Number and Term of Office. The
number of directors which shall constitute the whole of
the Board of Directors shall be eleven (11). With the
exception of the first Board of Directors, which shall be
elected by the incorporator, and except as provided in
Section 3 of this Article III, the directors shall be
elected by a plurality vote of the shares represented in
person or by proxy, at the stockholders annual meeting in
each year and entitled to vote on the election of
directors. Elected directors shall hold office until the
next annual meeting and until their successors shall be duly
elected and qualified. Directors need not be stockholders.
If, for any cause, the Board of Directors shall not have
been elected at an annual meeting, they may be elected
as soon thereafter as convenient at a special meeting of
the stockholders called for that purpose in the manner
provided in these Bylaws.
Section 2. Powers. The powers of the
corporation shall be exercised, its business conducted
and its property controlled by or under the direction of
the Board of Directors.
Section 3. Vacancies. Vacancies and newly
created directorships resulting from any increase in
the authorized number of directors may be filled by a
majority of the directors then in office, although less
than a quorum, or by a sole remaining director, and
each director so elected shall hold office for the
unexpired portion of the term of the director whose place
shall be vacant, and until his successor shall have been
duly elected and qualified. A vacancy in the Board
of Directors shall be deemed to exist under this Section in the
case of the death, removal or resignation of any director,
or if the stockholders fail at any meeting of
stockholders at which directors are to be elected
(including any meeting referred to in Section 4 below)
to elect the number of directors then constituting
the whole Board.
Section 4. Resignations and Removals.
(a) Any director may resign at any time by
delivering his written resignation to the Secretary, such
resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such
specification is made, it shall be deemed effective at the
pleasure of the Board of Directors. When one or more
directors shall resign from the Board, effective at a future
date, a majority of the directors then in office, including
those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective,
and each director so chosen shall hold office for the
unexpired portion of the term of the director whose place
shall be vacated and until his successor shall have been
duly elected and qualified.
(b) Except as provided in Section 141 of the
Delaware General Corporation Law, at a special meeting of
stockholders called for the purpose in the manner
hereinabove provided, the Board of Directors, or any
individual director, may be removed from office, with or
without cause, and a new director or directors elected
by a vote of stockholders holding a majority of the
outstanding shares entitled to vote at an election of
directors.
Section 5. Meetings.
(a) The annual meeting of the Board of Directors
shall be held immediately after the annual stockholders'
meeting and at the place where such meeting is held or at
the place announced by the Chairman at such meeting. No
notice of an annual meeting of the Board of Directors
shall be necessary and such meeting shall be held for the
purpose of electing officers and transacting such other
business as may lawfully come before it.
(b) Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in
the office of the corporation required to be maintained
pursuant to Section 2 of Article I hereof. Regular
meetings of the Board of Directors may also be held at
any place within or without the State of Delaware which
has been designated by resolutions of the Board of Directors
or the written consent of all directors. Notice of
regular meetings of the directors is hereby dispensed with
and no notice whatever of any such meetings need be given.
(c) Special meetings of the Board of Directors
may be held at any time and place within or without
the State of Delaware whenever called by the Chairman
of the Board, the President or by any two of the
directors.
(d) Written notice of the time and place of
all special meetings of the Board of Directors shall be
delivered personally to each director or sent by telegram at
least 24 hours before the start of the meeting, or sent by
first class mail at least 72 hours before the start of the
meeting. Notice of any meeting may be waived in writing
at any time before or after the meeting and will be waived
by any director by attendance thereat.
Section 6. Quorum and Voting.
(a) A quorum of the Board of Directors shall
consist of a majority of the exact number of directors fixed
from time to time in accordance with Section 1 of Article
III of these Bylaws, but not less than one; provided,
however, at any meeting whether a quorum be present or
otherwise, a majority of the directors present may adjourn
from time to time until the time fixed for the next
regular meeting of the Board of Directors, without
notice other than by announcement at the meeting.
(b) At each meeting of the Board at which a
quorum is present, all questions and business shall be
determined by a vote of a majority of the directors
present, unless a different vote be required by law, the
Certificate of Incorporation, or these Bylaws.
(c) Notwithstanding any of the foregoing, any
action stated in any Rights Agreement between this
Corporation and the rights agent appointed thereunder
from time to time, as such Rights Agreement may be
entered into or adopted by this Corporation and
amended from time to time (the "Rights Agreement")
to be taken by the Board of Directors after a
Person has become an Acquiring Person shall require the
presence in office of Continuing Directors and the
concurrence of a majority of the Continuing Directors.
Capitalized terms in this paragraph shall have the meanings
indicated in the Rights Agreement.
(d) Any member of the Board of Directors, or of
any committee thereof, may participate in a meeting by
means of conference telephone or similar communication
equipment by means of which all persons participating in
the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in
person at such meeting.
(e) The transactions of any meeting of the
Board of Directors, or any committee thereof, however
called or noticed, or wherever held, shall be as valid as
though had at a meeting duly held after regular call and
notice, if a quorum be present and if, either before or
after the meeting, each of the directors not present shall
sign a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All
such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the
meeting.
Section 7. Action Without Meeting. Unless
otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all
members of the Board or of such committee, as the case
may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of
the Board or committee.
Section 8. Fees and Compensation. Directors
shall not receive any stated salary for their services as
directors but by resolution of the Board, a fixed fee, with
or without expense of attendance, may be allowed for
attendance at each meeting and at each meeting of any
committee of the Board of Directors. Nothing herein
contained shall be construed to preclude any director from
serving the corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving
compensation therefor.
Section 9. Committees.
(a) Executive Committee: The Board of Directors
may, by resolution passed by a majority of the whole Board,
appoint an Executive Committee of not less than one member,
each of whom shall be a director. The Executive Committee, to
the extent permitted by law, shall have and may exercise
when the Board of Directors is not in session all
powers of the Board in the management of the business
and affairs of the corporation, including, without
limitation, the power and authority to declare a dividend
or to authorize the issuance of stock, except such
committee shall not have the power or authority to amend
the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders
the sale, lease or exchange of all or substantially all
of the corporation's property and assets, to recommend
to the stockholders of the Corporation a dissolution of
the Corporation or a revocation of a dissolution, or to
amend these Bylaws.
(b) Other Committees: The Board of Directors
may, by resolution passed by a majority of the whole Board,
from time to time, appoint such other committees as may be
permitted by law. Such other committees appointed by the
Board of Directors shall have such powers and perform such
duties as may be prescribed by the resolution or
resolutions creating such committee, but in no event shall
any such committee have the powers denied to the
Executive Committee in these Bylaws.
(c) Term: The members of all committees of the
Board of Directors shall serve a term coexistent with that
of the Board of Directors which shall have appointed such
committee. The Board, subject to the provisions of subsections
(a) or (b) of this Section 9, may at any time increase or
decrease the number of members of a committee or
terminate the existence of a committee; provided, that
no committee shall consist of less than one member. The
membership of a committee member shall terminate on the
date of his death or voluntary resignation, but the Board
may at any time for any reason remove any individual
committee member and the Board may fill any committee
vacancy created by death, resignation, removal or increase
in the number of members of the committee. The Board of
Directors may designate one or more directors as
alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the
committee, and, in addition, in the absence or
disqualification of any member of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in the place
of any such absent or disqualified member.
(d) Meetings: Unless the Board of Directors
shall otherwise provide, regular meetings of the Executive
Committee or any other committee appointed pursuant to this
Section 9 shall be held at such times and places as are
determined by the Board of Directors, or by any such
committee, and when notice thereof has been given to each
member of such committee, no further notice of such regular
meetings need be given thereafter; special meetings of any
such committee may be held at the principal office of the
corporation required to be maintained pursuant to Section
2 of Article I hereof; or at any place which has been
designated from time to time by resolution of such
committee or by written consent of all members thereof,
and may be called by any director who is a member of such
committee, upon written notice to the members of such
committee of the time and place of such special meeting
given in the manner provided for the giving of written
notice to members of the Board of Directors of the time and
place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be
waived in writing at any time after the meeting and will
be waived by any director by attendance thereat. A
majority of the authorized number of
members of any such committee shall constitute a quorum for
the transaction of business, and the act of a majority
of those present at any meeting at which a quorum is
present shall be the act of such committee.
Section 10. Emeritus Director. The Board of
Directors may, from time to time, elect one or more
Emeritus Directors, each of whom shall serve, at the
pleasure of the Board, until the first meeting of the Board
next following the Annual Meeting of Stockholders and for a
maximum period of 3 years, subject to an annual review,
or until earlier resignation or removal by the Board
(except that founders of the company may remain as Emeritus
Directors, subject to the annual review, or until
earlier resignation or removal by the Board). Emeritus
Directors shall serve as advisors and consultants to the
Board of Directors and may be appointed by the Board
to serve as advisors and consultants to committees of
the Board. Emeritus Directors may be invited to attend
meetings of the Board or any committee of the Board for
which they have been appointed to serve as advisors and
consultants and, if present, may participate in the
discussions occurring during such meetings. Emeritus
Directors shall not be permitted to vote on matters
brought before the Board or any committee thereof and
shall not be counted for the purpose of determining
whether a quorum of the Board or the committee is
present. Emeritus Directors shall receive no fee for
their services as Emeritus Directors. Emeritus Directors
will not be entitled to receive reimbursement for
expenses of meeting attendance, except as approved by the
Chairman of the Board. Emeritus Directors may be
removed at any time by the Board of Directors.
ARTICLE IV
Officers
Section 1. Officers Designated. The officers of
the corporation shall be a Chairman of the Board of
Directors who shall be a member of the Board of Directors,
a President, one or more Vice Presidents, a Secretary, and
a Treasurer. The order of the seniority of the Vice
Presidents shall be in the order of their nomination,
unless otherwise determined by the Board of Directors.
The Board of Directors or the Chairman of the Board or
the President may also appoint one or more assistant
secretaries, assistant treasurers, and such other officers
and agents with such powers and duties as it or he
shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers
as they shall deem appropriate. Any one person may hold
any number of offices of the corporation at any one time
unless specifically prohibited therefrom by law. The salaries
and other compensation of the officers of the corporation
shall be fixed by or in the manner designated by the Board
of Directors.
Section 2. Tenure and Duties of Officers.
(a) General: All officers shall hold office at
the pleasure of the Board of Directors and until their
successors shall have been duly elected and qualified,
unless sooner removed. Any officer elected or
appointed by the Board of Directors may be removed at
any time by the Board of Directors. If the office of any
officer becomes vacant for any reason, the vacancy may
be filled by the Board of Directors. Nothing in these
Bylaws shall be construed as creating any kind of
contractual right to employment with the corporation.
(b) Duties of the Chairman of the Board of
Directors: The Chairman of the Board of Directors (if
there be such an officer appointed) shall preside at all
meetings of the stockholders and the Board of Directors. The
Chairman of the Board of Directors shall perform such other
duties and have such other powers as the Board of Directors shall
designate from time to time.
(c) Duties of President: The President shall
preside at all meetings of the stockholders and at all
meetings of the Board of Directors, unless the Chairman of
the Board of Directors has been appointed and is present.
The President shall perform such other duties and have
such other powers as the Board of Directors shall
designate from time to time.
(d) Duties of Vice Presidents: The Vice
Presidents, in the order of their seniority, may
assume and perform the duties of the President in the
absence or disability of the President or whenever the
office of the President is vacant. The Vice President
shall perform such other duties and have such other
powers as the Board of Directors or the President shall
designate from time to time.
(e) Duties of Secretary: The Secretary shall
attend all meetings of the stockholders and of the Board of
Directors and any committee thereof, and shall record
all acts and proceedings thereof in the minute book of
the corporation and shall keep the seal of the
corporation in safe custody. The Secretary shall give
notice, in conformity with these Bylaws, of all meetings
of the stockholders, and of all meetings of the Board of
Directors and any Committee thereof requiring notice. The
Secretary shall perform such other duties and have such other
powers as the Board of Directors shall designate from time
to time. The President may direct any Assistant Secretary to
assume and perform the duties of the Secretary in the
absence or disability of the Secretary, and each Assistant
Secretary shall perform such other duties and have such other
powers as the Board of Directors or the President shall designate
from time to time.
(f) Duties of Chief Financial Officer and
Treasurer: The Chief Financial Officer and Treasurer shall control,
audit and arrange the financial affairs of the corporation.
He or she shall receive and deposit all monies belonging to
the corporation and shall pay out the same only in such
manner as the Board of Directors may from time to time
determine, and he or she shall perform such other further
duties as the Board of Directors may require. It shall be the
duty of the assistant treasurers to assist the Treasurer in
the performance of the Treasurer's duties and generally to
perform such other duties as may be delegated to them by the
Board of Directors.
ARTICLE V
Execution of Corporate Instruments, and
Voting of Securities Owned by the Corporation
Section 1. Execution of Corporate Instruments.
(a) The Board of Directors may, in its
discretion, determine the method and designate the signatory
officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign
the corporate name without limitation, except where
otherwise provided by law, and such execution or
signature shall be binding upon the corporation.
(b) Unless otherwise specifically determined by
the Board of Directors or otherwise required by law, formal
contracts of the corporation, promissory notes, deeds of trust,
mortgages and other evidences of indebtedness of the
corporation, and other corporate instruments or documents
requiring the corporate seal, and certificates of shares
of stock owned by the corporation, shall be executed,
signed or endorsed by the Chairman of the Board (if there
be such an officer appointed), the President, any Vice
President or the Secretary. All other instruments and
documents requiring the corporate signature, but not
requiring the corporate seal, may be executed as aforesaid
or in such other manner as may be directed by the Board of
Directors.
(c) All checks and drafts drawn on banks or
other depositaries on funds to the credit of the
corporation, or in special accounts of the corporation,
shall be signed by such person or persons as the Board of
Directors shall authorize so to do.
Section 2. Voting of Securities Owned by
Corporation. All stock and other securities of other
corporations owned or held by the corporation for itself,
or for other parties in any capacity, shall be voted, and
all proxies with respect thereto shall be executed, by
the person authorized so to do by resolution of the
Board of Directors or, in the absence of such authorization,
by the Chairman of the Board (if there be such an officer
appointed), or by the President, or by any Vice President.
ARTICLE VI
Shares of Stock
Section 1. Form and Execution of
Certificates. Certificates for the shares of stock of the
corporation shall be in such form as is consistent
with the Certificate of Incorporation and applicable
law. Every holder of stock in the corporation shall be
entitled to have a certificate signed by, or in the name
of the corporation by, the Chairman of the Board (if there
be such an officer appointed), or by the President or any
Vice President and by the Treasurer or Assistant Treasurer
or the Secretary or Assistant Secretary, certifying the
number of shares owned by him in the corporation. Any or
all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before
such certificate is issued, it may be issued with the
same effect as if he were such officer, transfer agent,
or registrar at the date of issue. If the corporation
shall be authorized to issue more than one class of stock
or more than one series of any class, the powers,
designations, preferences and relative, participating,
optional or other special rights of each class of stock
or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights shall
be set forth in full or summarized on the face or back
of the certificate which the corporation shall issue to
represent such class or series of stock, provided that,
except as otherwise provided in section 202 of the Delaware
General Corporation Law, in lieu of the foregoing
requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that
the corporation will furnish without charge
to each stockholder who so requests the powers,
designations, preferences and relative, participating,
optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
Section 2. Lost Certificates. The Board of
Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been
lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal
representative, to indemnify the corporation in such
manner as it shall require and/or to give the
corporation a surety bond in such form and amount as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate
alleged to have been lost or destroyed.
Section 3. Transfers. Transfers of record of
shares of stock of the corporation shall be made only upon
its books by the holders thereof, in person or by attorney
duly authorized, and upon the surrender of a certificate
or certificates for a like number of shares, properly
endorsed.
Section 4. Fixing Record Dates.
(a) In order that the corporation may determine
the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than
sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the date on
which the meeting is held. A determination of
stockholders of record entitled notice of or to vote at a
meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned
meeting.
(b) In order that the corporation may determine
the stockholders entitled to consent (if such written
consent is permitted under these Bylaws and the Certificate
of Incorporation) corporate action in writing without a
meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board
of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors.
If no record date has been fixed by the Board of
Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors
is required by the Delaware General Corporation Law,
shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered
office in Delaware, its principal place of business, or
an officer or agent of the corporation having custody
of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If
no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required
by law, the record date for determining stockholders
entitled to consent to corporate action in
writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the
resolution taking such prior action.
(c) In order that the corporation may determine
the stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of
Directors may fix a record date, which record date
shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date
shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for
determining stockholders for any such purpose shall be
at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
Section 5. Registered Stockholders. The
corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall
have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
Other Securities of the Corporation
All bonds, debentures and other corporate
securities of the corporation, other than stock certificates,
may be signed by the Chairman of the Board
(if there be such an officer appointed), or the
President or any Vice President or such other person as
may be authorized by the Board of Directors and the
corporate seal impressed thereon or a facsimile of such
seal imprinted thereon and attested by the signature of the
Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer; provided, however, that where any
such bond, debenture or other corporate security shall be
authenticated by the manual signature of a trustee under an
indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signature of the
persons signing and attesting the corporate seal on such
bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons.
Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated
by trustee as aforesaid, shall be signed by the Treasurer
or Assistant Treasurer of the corporation, or such other
person as may be authorized by the Board of Directors,
or bear imprinted thereon the facsimile signature of such
person. In case any officer who shall have signed or
attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear
thereon or before the bond, debenture or other corporate
security so signed or attested shall have been delivered,
such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and
issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used
thereon had not ceased to be such officer of the
corporation.
ARTICLE VIII
Corporate Seal
The corporation shall have a common seal, upon
which shall be inscribed:
"Intel Corporation
Incorporated March 1, 1989
Delaware"
In the event the corporation changes its name,
the corporate seal shall be changed to reflect such new name.
ARTICLE IX
Indemnification of
Officers, Directors, Employees and Agents
Section 1. Right to Indemnification. Each
person who was or is a party or is threatened to be made a
party to or is involved (as a party, witness, or
otherwise), in any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative,
or investigative (hereinafter a "Proceeding"), by reason
of the fact that he, or a person of whom he is the legal
representative, is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee, or
agent of another corporation or of a partnership, joint
venture, trust, or other enterprise, including service
with respect to employee benefit plans, whether the basis
of the Proceeding is alleged action in an official
capacity as a director, officer, employee, or agent or
in any other capacity while serving as a director,
officer, employee, or agent (hereafter an "Agent"), shall
be indemnified and held harmless by the corporation to the
fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter
be amended or interpreted (but, in the case of any
such amendment or interpretation, only to the extent
that such amendment or interpretation permits the
corporation to provide broader indemnification rights
than were permitted prior thereto) against all expenses,
liability, and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties, and amounts paid
or to be paid in settlement, and any interest, assessments,
or other charges imposed thereon, and any federal, state,
local, or foreign taxes imposed on any Agent as a result of the
actual or deemed receipt of any payments under this
Article) reasonably incurred or suffered by such person
in connection with investigating, defending, being a witness
in, or participating in (including on appeal), or preparing for any
of the foregoing in, any Proceeding (hereinafter
"Expenses"); provided, however, that except as to actions
to enforce indemnification rights pursuant to Section 3 of
this Article, the corporation shall indemnify any Agent
seeking indemnification in connection with a Proceeding (or
part thereof) initiated by such person only if the
Proceeding (or part thereof) was authorized by the Board
of Directors of the corporation. The right to
indemnification conferred in this Article shall be a
contract right.
Section 2. Authority to Advance Expenses.
Expenses incurred by an officer or director (acting in his
capacity as such) in defending a Proceeding shall be paid
by the corporation in advance of the final disposition of
such Proceeding, provided, however, that if required by
the Delaware General Corporation Law, as amended, such
Expenses shall be advanced only upon delivery to the
corporation of an undertaking by or on behalf of such
director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this
Article or otherwise. Expenses incurred by other Agents
of the corporation (or by the directors or officers not acting
in their capacity as such, including service with respect to
employee benefit plans) may be advanced upon such terms and
conditions as the Board of Directors deems appropriate.
Any obligation to reimburse the corporation for Expense
advances shall be unsecured and no interest shall be charged
thereon.
Section 3. Right of Claimant to Bring Suit.
If a claim under Section 1 or 2 of this Article is not paid
in full by the corporation within thirty (30) days after a
written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim.
It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final
disposition where the required undertaking has been
tendered to the corporation) that the claimant has
not met the standards of conduct that make it
permissible under the Delaware General Corporation Law for
the corporation to indemnify the claimant for the amount
claimed. The burden of proving such a defense shall be on
the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal
counsel, or its stockholders) to have made a
determination prior to the commencement of such
action that indemnification of the claimant is proper under
the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.
Section 4. Provisions Nonexclusive. The
rights conferred on any person by this Article shall not be
exclusive of any other rights that such person may have or
hereafter acquire under any statute, provision of the
Certificate of Incorporation, agreement, vote of
stockholders or disinterested directors, or
otherwise, both as to action in an official capacity and
as to action in another capacity while holding such office.
To the extent that any provision of the Certificate, agreement, or
vote of the stockholders or disinterested directors is
inconsistent with these Bylaws, the provision, agreement,
or vote shall take precedence.
Section 5. Authority to Insure. The corporation
may purchase and maintain insurance to protect itself and
any Agent against any Expense, whether or not the
corporation would have the power to indemnify the Agent against
such Expense under applicable law or the provisions of this Article.
Section 6. Survival of Rights. The rights
provided by this Article shall continue as to a person who
has ceased to be an Agent and shall inure to the benefit
of the heirs, executors, and administrators of such a person.
Section 7. Settlement of Claims. The
corporation shall not be liable to indemnify any Agent under
this Article (a) for any amounts paid in settlement of
any action or claim effected without the corporation's
written consent, which consent shall not be unreasonably
withheld; or (b) for any judicial award if the corporation
was not given a reasonable and timely opportunity, at
its expense, to participate in the defense of such action.
Section 8. Effect of Amendment. Any
amendment, repeal, or modification of this Article shall
not adversely affect any right or protection of any Agent
existing at the time of such amendment, repeal, or modification.
Section 9. Subrogation. In the event of payment
under this Article, the corporation shall be subrogated to
the extent of such payment to all of the rights of
recovery of the Agent, who shall execute all papers
required and shall do everything that may be necessary
to secure such rights, including the execution of such
documents necessary to enable the corporation effectively to
bring suit to enforce such rights.
Section 10. No Duplication of Payments. The
corporation shall not be liable under this Article to make
any payment in connection with any claim made against the
Agent to the extent the Agent has otherwise actually
received payment (under any insurance policy, agreement,
vote, or otherwise) of the amounts otherwise indemnifiable
hereunder.
ARTICLE X
Notices
Whenever, under any provisions of these Bylaws,
notice is required to be given to any stockholder, the
same shall be given in writing, timely and duly deposited
in the United States Mail, postage prepaid, and addressed to
his last know post office address as shown by the stock
record of the corporation or its transfer agent. Any
notice required to be given to any director may be given
by the method hereinabove stated, or by telegram, except
that such notice other than one which is delivered
personally, shall be sent to such address as such director
shall have filed in writing with the Secretary of the
corporation, or, in the absence of such filing, to the
last known post office address of such director. If
no address of a stockholder or director be known, such
notice may be sent to the office of the corporation
required to be maintained pursuant to Section 2 of
Article I hereof. An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation
or its transfer agent appointed with respect to the class
of stock affected, specifying the name and address or
the names and addresses of the stockholder or
stockholders, director or directors, to whom any such
notice or notices was or were given, and the time and
method of giving the same, shall be conclusive evidence of
the statements therein contained. All notices given by mail,
as above provided, shall be deemed to have been given as at
the time of mailing and all notices given by telegram shall
be deemed to have been given as at the sending time recorded
by the telegraph company transmitting the same. It
shall not be necessary that the same method of giving
be employed in respect of all directors, but one permissible
method may be employed in respect of any one or more, and
any other permissible method or methods may be employed
in respect of any other or others. The period or limitation
of time within which any stockholder may exercise any option
or right, or enjoy any privilege or benefit, or be required
to act, or within which any director may exercise any power or
right, or enjoy any privilege, pursuant to any
notice sent him in the manner above provided, shall
not be affected or extended in any manner by the failure
of such a stockholder or such director to receive such notice.
Whenever any notice is required to be given under the provisions of
the statutes or of the Certificate of Incorporation, or
of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
Whenever notice is required to be given, under any provision
of law or of the Certificate of Incorporation or Bylaws of
the corporation, to any person with whom communication is
unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to
give such notice to such person. Any action or meeting
which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the
same force and effect as if such notice had been duly given. In
the event that the action taken by the corporation is such
as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the
certificate shall state, if such is the fact and if notice
is required, that notice was given to all persons entitled
to receive notice except such persons with whom communication
is unlawful.
ARTICLE XI
Amendments
Unless otherwise provided in the
Certificate of Incorporation, these Bylaws may be repealed,
altered or amended or new Bylaws adopted by written
consent of stockholders in the manner authorized by
Section 8 of Article II, or at any meeting of the
stockholders, either annual or special, by the affirmative
vote of a majority of the stock entitled to vote at such
meeting. The Board of Directors shall also have the
authority to repeal, alter or amend these Bylaws or
adopt new Bylaws (including, without limitation, the
amendment of any Bylaws setting forth the number of
directors who shall constitute the whole Board of
Directors) by unanimous written consent or at any
annual, regular, or special meeting by the affirmative vote
of a majority of the whole number of directors, subject to
the power of the stockholders to change or repeal such
Bylaws and provided that the Board of Directors shall not
make or alter any Bylaws fixing the qualifications,
classifications, term of office or compensation
of directors.
