As filed with the Securities and Exchange Commission on November
19, 1998
Registration Statement No. 333-20951
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 PUERTO RICO RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
F. Thomas Dunlap, Jr.
Vice President and Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
(408) 765-8080
(Name and Address of Agent for Service)
(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
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Aggregate Registration
to be Registered Price Per Offering Fee
Registered Share Price
- ---------- ---------- --------- --------- ------------
Common
Stock, par N/A N/A N/A N/A
value
$0.001 per
share
<PAGE> II-1
INTRODUCTION
The purpose of this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 filed by Intel Corporation, a
Delaware corporation (the "Corporation") and the Intel Puerto
Rico Retirement Savings Plan (the "Plan"), is to reflect a change
in the employer of the eligible employees to whom shares of the
Corporation's common stock, par value $0.001 per share (the
"Common Stock"), are offered and sold, under the Plan, as well as
to interests in the Plan. Effective September 26, 1998, the
eligible employees are employees of Intel Puerto Rico, Ltd., a
Caymen Islands corporation ("Intel Puerto Rico"). Intel Puerto
Rico is the "named fiduciary," the "administrator" and the "plan
sponsor" of the Plan. Prior to September 26, 1998, the eligible
employees were employed by Intel Puerto Rico, Inc., a California
corporation.
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 Corporation heretofore filed with
the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference:
(1) The Corporation'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 Corporation'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 Corporation'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 Corporation's
registration statement on Form S-3, as amended, filed with the
Commission on April 18, 1995, File No. 33-56107,
<PAGE> II.2
together with any amendment or report filed with the
Commission for the purpose of updating such description.
All reports and other documents subsequently filed by the
Corporation or by the Plan pursuant to Sections 13(a) and (c), 14
and 15(d) of the Exchange Act (including the Plan's latest annual
report) 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
<PAGE> II.3
stockholders' derivative suits on behalf of the Corporation) to
recover monetary damages against a director for breach of
fiduciary duty as a director thereof (including breaches
resulting from negligent or grossly negligent behavior) except in
the situations described in clauses (i)-(iv), inclusive, above.
These provisions will not alter the liability of directors under
federal securities laws.
The Corporation's Bylaws (the "Bylaws") provide that the
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other corporation or
enterprise (including an employee benefit plan), against all
expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes and penalties, and amounts
paid or to be paid in settlement, and any interest, assessments,
or other charges imposed thereof, and any taxes imposed on such
person as a result of such payments) reasonably incurred or
suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in such action,
suit or proceeding, to the fullest extent authorized by the DGCL,
provided that the Corporation shall indemnify such person in
connection with any such action, suit or proceeding initiated by
such person only if authorized by the Board of Directors of the
Corporation or brought to enforce certain indemnification rights.
The Bylaws also provide that expenses incurred by an officer or
director of the Corporation (acting in his capacity as such) in
defending any such action, suit or proceeding shall be paid by
the Corporation, provided that if required by the DGCL such
expenses shall be advanced only upon delivery to the Corporation
of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation. Expenses
incurred by other agents of the Corporation may be advanced upon
such terms and conditions as the Board of Directors of the
Corporation deems appropriate. Any obligation to reimburse the
Corporation for expenses advanced under such provisions shall be
unsecured and no interest shall be charged thereon.
The Bylaws also provide that indemnification provided for in the
Bylaws shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that any right of
indemnification or protection provided under the Bylaws shall not
be adversely affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any such
expenses, liability and loss, whether or not the Corporation
would have the power to indemnify such person against such
expenses, liability or loss under the DGCL or the Bylaws.
In addition to the above, the Corporation has entered into
indemnification agreements with each of its directors and certain
of its officers. The indemnification agreements provide
directors and officers with the same indemnification by the
Corporation as described above and assure directors and officers
that indemnification will continue to
<PAGE> II.4
be provided despite future changes in the Bylaws of the
Corporation. The Corporation also provides indemnity insurance
pursuant to which officers and directors are indemnified or
insured against liability or loss under certain circumstances,
which may include liability or related loss under the Securities
Act and the Exchange Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
3.1 Intel Corporation Restated Certificate of Incorporation
dated May 11, 1993 and Certificate of Amendment to the
Restated Certificate of Incorporation dated June 2, 1997
(incorporated by reference to Exhibit 3.1 of Registrant's
Form 10-K as filed on March 25, 1998).
3.2 Intel Corporation Bylaws as amended (incorporated by
reference to Exhibit 3.1 of Registrant's Form 10-Q for the
quarter ended June 27, 1998, as filed on August 10, 1998).
4.3 Agreement to Provide Instruments Defining the Rights of
Security Holders (incorporated by reference to Exhibit 4.1
of Corporation's Form 10-K as filed on March 28, 1986).
5.1 Internal Revenue Service determination letter, dated
December 10, 1992, regarding qualification of the Intel
Puerto Rico Retirement Savings Plan under Section 401 of the
Internal Revenue Code or 1986, as amended.*
5.2 Treasury Department (Puerto Rico) determination letter,
dated May 11, 1993, regarding qualification of the Intel
Puerto Rico Retirement Savings Plan under Section 1165 of
the Puerto Rico Internal Revenue Code of 1994, as amended.*
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24. Power of Attorney (contained on signature page hereto).*
__________________
* Previously filed.
Item 9. Undertakings.
(1) The undersigned Corporation hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
<PAGE> II.5
(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 Corporation 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 Corporation hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Corporation's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE> II.6
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Corporation pursuant to the
foregoing provisions, or otherwise, the Corporation 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 Corporation of
expenses incurred or paid by a director, officer or
controlling person of the Corporation 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 Corporation 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>
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 Post-Effective Amendment to the 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 16th day of November, 1998.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
* Chairman Emeritus of the Nov.16, 1998
Gordon E. Moore Board
* Chairman of the Board Nov.16, 1998
Andrew S. Grove
* President and Director Nov.16, 1998
Craig R. Barrett (Principal Executive
Officer)
* Vice President, Principal Nov.16, 1998
Andy D. Bryant Accounting and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
Director
John Browne
* Director Nov.16, 1998
Winston H. Chen
* Director Nov.16, 1998
D. James Guzy
<PAGE>
* Director Nov.16, 1998
Arthur Rock
* Director Nov.16, 1998
Jane E. Shaw
* Director Nov.16, 1998
Leslie L. Vadasz
* Director Nov.16, 1998
David B. Yoffie
* Director Nov.16, 1998
Charles E. Young
* By:
Name: F. Thomas Dunlap, Jr.
Title: Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Intel Puerto Rico Retirement Savings Plan has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California on this 16th day of November, 1998.
INTEL PUERTO RICO RETIREMENT SAVINGS PLAN
By: /s/Arvind Sodhani
Name: Arvind Sodhani
Title: Treasurer
EXHIBIT INDEX
Exhibit
Number Description
23.1 Consent of Ernst & Young LLP, Independent Auditors.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-
Effective Amendment No. 1 to the Registration Statement (Form S-
8) pertaining to the Intel Puerto Rico Retirement Savings Plan,
of our report dated January 12, 1998, with respect to the
consolidated financial statements and schedule of Intel
Corporation included in and/or incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 27, 1997,
filed with the Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
November 16, 1998
