As filed with the Securities and Exchange Commission on March 31,
1997
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTEL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-1672743
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2200 Mission College Blvd. 95052-8119
Santa Clara, CA (Zip Code)
(Address of Principal Executive
Offices)
Intel Corporation 1997 Stock Option Plan
(Full Title of the Plan)
F. THOMAS DUNLAP, JR.
Vice President, General Counsel and Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
(Name and Address of Agent for Service)
(408) 765-8080
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
RONALD O. MUELLER, ESQ.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW, Suite 900
Washington, DC 20036
(202) 955-8500
- ----------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee (3)
Registered (1) Price Per Offering Price
Share (2)
- ---------- -------- -------- -------- --------
Common
Stock, par 65,000,000 $132.25 $8,596,250,000 $2,604,924.24
value
$0.001 per
share
- ----------------------------------------------------------------
(1) Pursuant to Rule 416(a), also covers additional securities
that may be offered as a result of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of determining the
registration fee.
(3) Calculated pursuant to Rule 457(c) based upon the average
of the high and low prices of the Common Stock on the
Nasdaq National Market on March 25, 1997, which was
$132.25.
<PAGE> II-1
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Company" or the
Registrant"), relating to 65,000,000 shares of its common stock,
par value $0.001 per share (the "Common Stock") issuable to
eligible non-officer employees of the Company under the Intel
Corporation 1997 Stock Option Plan (the "Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement
pursuant to Note to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not filed as part of this Registration Statement
pursuant to Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with
the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by
reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Securities Act"), that contains
audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed;
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by Registrant's latest annual report or prospectus
referred to in (1) above;
(3) The description of the Common Stock set forth under the
caption "Description of Capital Stock" in the Registrant's
registration statement on Form S-3, as amended, filed with
the Commission on April 18, 1995, File No. 33-56107,
together with any amendment or report filed with the
Commission for the purpose of updating such description.
<PAGE> II-2
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
makes provision for the indemnification of officers and directors
of corporations in terms sufficiently broad to indemnify the
officers and directors of the Corporation under certain
circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act of 1933, as
amended (the "Act"). Section 102(b)(7) of the DGCL permits a
corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
As permitted by the DGCL, the Corporation's Certificate of
Incorporation (the "Charter") provides that, to the fullest
extent permitted by the DGCL or decisional law, no director shall
be personally liable to the Corporation or to its stockholders
for monetary damages for breach of his fiduciary duty as a
director. The effect of this provision in the Charter is to
eliminate the rights of the Corporation and its stockholders
(through stockholders' derivative suits on behalf of the
Corporation) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including
breaches resulting from negligent or grossly negligent behavior)
except in the situations described in
<PAGE> II-3
clauses (i)-(iv), inclusive, above. These provisions will not
alter the liability of directors under federal securities laws.
The Corporation's Bylaws (the "Bylaws") provide that the
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other corporation or
enterprise (including an employee benefit plan), against all
expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes and penalties, and amounts
paid or to be paid in settlement, and any interest, assessments,
or other charges imposed thereof, and any taxes imposed on such
person as a result of such payments) reasonably incurred or
suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in such action,
suit or proceeding, to the fullest extent authorized by the DGCL,
provided that the Corporation shall indemnify such person in
connection with any such action, suit or proceeding initiated by
such person only if authorized by the Board of Directors of the
Corporation or brought to enforce certain indemnification rights.
The Bylaws also provide that expenses incurred by an officer or
director of the Corporation (acting in his capacity as such) in
defending any such action, suit or proceeding shall be paid by
the Corporation, provided that if required by the DGCL such
expenses shall be advanced only upon delivery to the Corporation
of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation. Expenses
incurred by other agents of the Corporation may be advanced upon
such terms and conditions as the Board of Directors of the
Corporation deems appropriate. Any obligation to reimburse the
Corporation for expenses advanced under such provisions shall be
unsecured and no interest shall be charged thereon.
The Bylaws also provide that indemnification provided for in the
Bylaws shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that any right of
indemnification or protection provided under the Bylaws shall not
be adversely affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any such
expenses, liability and loss, whether or not the Corporation
would have the power to indemnify such person against such
expenses, liability or loss under the DGCL or the Bylaws.
In addition to the above, the Corporation has entered into
indemnification agreements with each of its directors and certain
of its officers. The indemnification agreements provide
directors and officers with the same indemnification by the
Corporation as described above and assure directors and officers
that indemnification will continue to be provided despite future
changes in the Bylaws of the Corporation. The Corporation also
provides indemnity insurance pursuant to which officers and
directors are indemnified or
<PAGE> II-4
insured against liability or loss under certain circumstances,
which may include liability or related loss under the Securities
Act and the Exchange Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Unless otherwise indicated below as being incorporated by
reference to another filing of the Company with the Commission,
each of the following exhibits is filed herewith:
4.1 Intel Corporation Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of Registrant's
Form 10-Q for the quarter ended June 26, 1993 as filed on
August 10, 1993).
4.2 Intel Corporation Bylaws as amended (incorporated by
reference to Exhibit 4.2 of Registrant's Registration
Statement on Form S-8 as filed on February 3, 1997).
4.3 Agreement to Provide Instruments Defining the Rights of
Security Holders (incorporated by reference to Exhibit 4.1
of Registrant's Form 10-K as filed on March 28, 1986).
4.4 Warrant Agreement dated as of March 1, 1993, as amended,
between the Registrant and Harris Trust and Savings Bank
(as successor Warrant agent) related to the issuance of
1998 Step-Up Warrants to Purchase Common Stock of Intel
Corporation (incorporated by reference to Exhibit 4.6 of
Registrant's Form 10-K as filed on March 25, 1993),
together with the First Amendment to Warrant Agreement
dated as of October 18, 1993 and the Second Amendment to
Warrant Agreement dated as of January 17, 1994
(incorporated by reference to Exhibit 4.4 of the
Registrant's Form 10-K as filed on March 25, 1994) and
the Third Amendment to Warrant Agreement dated as of May
1, 1995 (incorporated by reference to Exhibit 4.2 of the
Registrant's Form 10-K as filed on March 29, 1996).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24. Power of Attorney (contained on signature page hereto).
<PAGE> II-5
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low or
high and of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(a)(i) and
(1)(a)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference
in this registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in
the
<PAGE> II-6
Registration Statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE> II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, there-unto duly authorized, in the
City of Santa Clara, State of California, on this 26th day of
March, 1997.
INTEL CORPORATION
/s/Andy D. Bryant
By: Andy D. Bryant
Vice President, Chief Financial
Officer
Each person whose signature appears below constitutes and
appoints F. Thomas Dunlap, Jr. and Andy D. Bryant, and each of
them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, severally, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/Gordon E. Moore Chairman of the Board March 26, 1997
Gordon E. Moore
/s/Andrew S. Grove Principal Executive March 26, 1997
Andrew S. Grove Officer, President and
Director (Principal
Executive Officer)
/s/Craig R. Barrett Executive Vice President, March 26, 1997
Craig R. Barrett Chief Operating Officer
and Director
<PAGE> II-8
John Browne Director
/s/Andy D. Bryant Vice President, Principal March 26, 1997
Andy D. Bryant Accounting and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/Winston H. Chen Director March 26, 1997
Winston H. Chen
/s/D. James Guzy Director March 26, 1997
D. James Guzy
/s/Max Palevsky Director March 26, 1997
Max Palevsky
/s/Arthur Rock Director March 26, 1997
Arthur Rock
/s/Jane E. Shaw Director March 26, 1997
Jane E. Shaw
/s/Leslie L. Vadasz Director March 26, 1997
Leslie L. Vadasz
/s/David B. Yoffie Director March 26, 1997
David B. Yoffie
/s/Charles E. Young Director March 26, 1997
Charles E. Young
<PAGE> II-9
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------------------------------------------------
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
Exhibit 5.1
March 28, 1997
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
Re: Proposed Offering of up to 65,000,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to an aggregate of 65,000,000 shares of Common Stock,
par value $.001 per share, of Intel Corporation, a Delaware
corporation (the "Company"), which are the subject of a
registration statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"). The shares of Common Stock (the "Shares") subject to the
Registration Statement are to be issued under the Intel
Corporation 1997 Stock Option Plan (the "Plan").
We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of
the Company and of public officials and such other documents as
we have determined relevant and necessary as the basis for the
opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such copies.
Based upon our examination mentioned above, we are of the opinion
that the Shares have been validly authorized for issuance and,
when issued and sold in accordance with the terms set forth in
the Registration Statement and the Plan, and, when (a) the
Registration Statement has become effective under the Act, (b)
the pertinent provisions of any applicable state securities law
have been complied with, and (c) in the case of options issued
under the Plans, the Shares have
<PAGE> 2
been paid for, the Shares so issued will be legally issued and
will be fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm appearing
on the cover of the Registration Statement. In giving this
consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Act or
the General Rules and Regulations of the Commission.
Very truly yours,
/s/Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the
caption "Experts" in the Registration Statement (Form S-8) and
the related prospectus pertaining to the Intel Corporation 1997
Stock Option Plan and to the incorporation by reference therein
of our report dated January 13, 1997, with respect to the
consolidated financial statements and schedule of Intel
Corporation included and incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 28, 1996, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
March 26, 1997
