As filed with the Securities and Exchange Commission on November
19, 1998
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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 Number)
2200 Mission College Blvd.
Santa Clara, California 95052-8119
(Address of Principal Executive Offices) (Zip Code)
INTEL CORPORATION SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
(Full title of the Plans)
F. Thomas Dunlap, Jr.
Vice President and Secretary
2200 Mission College Blvd.
Santa Clara, California 95052-8119
(408) 765-8080
(Name and address of agent for service)
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed
offering maximum
Title of Amount to price per aggregate Amount of
securities be share or offering registration
to be registered obligation price fee
registered (1)
- ----------- -------- -------- -------- --------
Intel $200,000,000 100% $200,000,000 $55,600
Corporation
Sheltered
Employee
Retirement
Plan Plus
Obligations(1)
(1) The Intel Corporation Sheltered Employee Retirement Plan Plus
Obligations are unsecured obligations of Intel Corporation to pay
deferred compensation in the future in accordance with the terms
of the Intel Corporation Sheltered Employee Retirement Plan Plus.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Company" or the
"Registrant"), relating to $200,000,000 of unsecured obligations
of the Company to pay deferred compensation in the future (the
"Obligations") in accordance with the terms of the Company's
Sheltered Employee Retirement Plan Plus (the "SERPLUS") to be
registered hereby, which obligations are in addition to the
$245,000,000 of obligations registered on the Company's Form S-8
filed on October 18, 1995 (Commission File No. 33-63489) (the
"Prior Registration Statement"). Pursuant to Instruction E of
Form S-8, the contents of the Prior Registration Statement, to
the extent relating to the registration of Obligations and except
as otherwise set forth in this Registration Statement, are
incorporated by reference herein.
Item 8. Exhibits.
Exhibit Description
No.
4.1 Intel Corporation Sheltered Employee Retirement Plan
Plus, as amended and restated, effective November 1,
1995 (incorporated by reference to Exhibit 4.1 of
Registrant's Registration Statement on Form S-8 as
filed on October 18, 1995).
4.1.1 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
Registration Statement on Form S-8 as filed on July
17, 1996).
4.1.2 First Amendment, dated September 30, 1998, to Intel
Corporation Sheltered Employee Retirement Plan Plus,
as amended and restated, effective July 15, 1996.
4.2 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).
4.3 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).
4.4 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).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, State of California, on the 30th day of October,
1998.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President and Secretary
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
Chairman Emeritus and Oct. 30, 1998
/s/Gordon E. Moore Director
Gordon E. Moore
/s/Andrew S. Grove Chairman of the Board Oct. 30, 1998
Andrew S. Grove
President and Chief Oct. 30, 1998
/s/Craig R. Barrett Executive
Craig R. Barrett Officer
/s/Andy D. Bryant Vice President, Principal Oct. 30, 1998
Andy D. Bryant Accounting and Chief
Financial Officer
/s/John Browne Director Oct. 30, 1998
John Browne
/s/Winston H. Chen Director Oct. 30, 1998
Winston H. Chen
/s/D. James Guzy Director Oct. 30, 1998
D. James Guzy
/s/Arthur Rock Director Oct. 30, 1998
Arthur Rock
<PAGE>
/s/Jane E. Shaw Director Oct. 30, 1998
Jane E. Shaw
Director Oct. __, 1998
Leslie L. Vadasz
/s/David B. Yoffie Director Oct. 30, 1998
David B. Yoffie
/s/Charles E. Young Director Oct. 30, 1998
Charles E. Young
The 401k Savings Plan. Pursuant to the requirements of the
Securities Act of 1933, the Intel Corporation 401(k) 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 the 30th day of October,
1998.
INTEL CORPORATION
By: /s/Arvind Sodhani
Name: Arvind Sodhani
Title: Vice President and Treasurer
Intel Corporation
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
No.
4.1.2 First Amendment, dated September 30, 1998, to Intel
Corporation Sheltered Employee Retirement Plan Plus,
as amended and restated, effective July 15, 1996.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
<PAGE>
EXHIBIT 4.1.2
FIRST AMENDMENT
TO THE INTEL CORPORATION
SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
(As Amended and Restated July 15, 1996)
1. Section 2(b) is amended and restated to read as follows:
(b) Commencement of Participation - Earnings Deferrals. In the
case of Earnings Deferrals, an Eligible Employee may commence
participation in the Plan effective as of the first day of the
Plan Year following the Employee's date of hire, provided that he
or she has given any required notices and made any required
elections in the time and manner prescribed by the Company.
2. The foregoing amendments shall take effect for persons
determined to be Eligible Employees with respect to amounts
earned after December 31, 1998.
<PAGE>
EXHIBIT 5.1
OPINION OF GIBSON, DUNN & CRUTCHER LLP
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052-8119
Re: Registration Statement on Form S-8 with respect to Intel
Corporation's Sheltered Employee Retirement Plan Plus
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Intel Corporation, a
Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of $200,000,000 of general
unsecured obligations (the "Obligations") of the Company to pay
deferred compensation in the future in accordance with the
Company's Sheltered Employee Retirement Plan Plus ("SERPLUS").
As your counsel, we have examined the Company's Certificate of
Incorporation and Bylaws, each as amended to date, and the
records of certain corporate proceedings and actions taken and
proposed to be taken by the Company in connection with the sale
and issuance of the Obligations under the SERPLUS.
Based upon the foregoing, and in reliance thereon, we are of the
opinion that the Obligations being offered under SERPLUS, when
accrued in accordance with the provisions of SERPLUS, will be
valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors'
rights or by general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/GIBSON, DUNN & CRUTCHER
GIBSON, DUNN & CRUTCHER
ROM/KRL
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Intel Corporation
Sheltered Employee Retirement Plan Plus, 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
