PROSPECTUS SUPPLEMENT
(To Prospectus and Prospectus Supplement Dated March 8, 1993)
[INTEL LOGO]
Common Stock Issuable Upon Exercise Of
1998 Step-Up Warrants
80,000,000 Shares
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This Prospectus Supplement relates to 80,000,000 shares of
common stock, $.001 par value per share (the "Common Stock"), of
Intel Corporation (the "Company") issuable upon exercise of the
1998 Step-Up Warrants (the "Warrants") of the Company.
The Common Stock is quoted on The Nasdaq Stock Market under
the symbol "INTC." The last reported sales price per share of
the Common Stock, as quoted on The Nasdaq Stock Market on
February 27, 1998, was $89.6875 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting
Discounts and Proceeds to
Price to Public Commissions Company(1)
Per Share $20.875 --- $20.875
Total(2) $1,665,700,070 --- $1,665,700,070
1. Before deducting expenses payable by the Company estimated
at $70,500.
2. Based on the number of Warrants outstanding as of March 2,
1998, and includes $280,895,880 from exercises of Warrants
prior to that date.
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The date of this Prospectus Supplement is March 2, 1998
<PAGE> SI-2
THE OFFERING
Common Stock offered by the Company . . 80,000,000 shares
Use of Proceeds . . . . . . . . . . . . The net proceeds from
the sale of the Common
Stock will be used by
the Company for general
corporate purposes.
Listing . . . . . . . . . . . . . . . . The Common Stock is
listed on The Nasdaq
Stock Market under the
symbol "INTC."
DETERMINATION OF OFFER PRICE
The offering price of the Common Stock issuable upon
exercise of the Warrants was determined pursuant to the terms and
conditions of the Warrants and the Warrant Agreement dated as of
March 1, 1993, as amended (the "Warrant Agreement").
<PAGE> SI-3
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is quoted on The Nasdaq Stock
Market under the symbol INTC. The Company's Common Stock also
trades on The Swiss Exchange. The following table sets forth,
for the periods indicated, the high and low closing prices of the
Common Stock as reported on The Nasdaq Stock Market:
Fiscal Year High(1) Low(1)
1996:
First Quarter $ 30.50 $25.00
Second Quarter 38.44 28.44
Third Quarter 48.69 34.50
Fourth Quarter 68.75 47.72
1997:
First Quarter $ 82.38 $65.19
Second Quarter 84.66 65.25
Third Quarter 100.50 69.53
Fourth Quarter 95.38 69.13
1998:
First Quarter
(through February 27, 1998) $94.19 $70.25
(1) As adjusted for a two-for-one stock split effected as a
special stock distribution of the Company's Common Stock that
occurred on July 13, 1997.
On February 27, 1998, the closing price of the Common Stock
on The Nasdaq Stock Market was $89.6875 per share.
USE OF PROCEEDS
The net proceeds from the issuance of the Common Stock upon
exercise of the Warrants are estimated to be $1,665,629,570
(after deducting expenses associated with the exercise of the
Warrants, estimated at $70,500). The Company intends to use such
proceeds from the issuance of the Common Stock for general
corporate purposes.
DESCRIPTION OF THE WARRANTS
Reference is made to the discussion of "Description of the
Warrants" in the Prospectus Supplement dated March 8, 1993 (the
"First Prospectus Supplement"). In 1993, the Company issued 80
million Warrants to purchase 80 million shares of Common Stock
(as adjusted for stock splits and stock splits effected as
special stock distributions). The current exercise price of the
Warrants is $20.875 per share (as adjusted for stock splits and
stock splits effected as special stock distributions). The
Warrants expire on March 14, 1998. The complete terms and
<PAGE> SI-4
conditions of the Warrants are described in the Warrant
Agreement, as amended, the form of which has been filed as an
exhibit to the Registration Statement and is incorporated by
reference herein, and this description is qualified in its
entirety by reference thereto.
DESCRIPTION OF THE COMMON STOCK
The description of the Company's Common Stock contained in
Amendment No. 1 to the Company's Registration Statement on Form S-
3 (Registration No. 33-56107), filed with the Securities and
Exchange Commission ("Commission") on April 18, 1995, including
any amendment or report filed for the purpose of updating such
description, is hereby incorporated by reference and made a part
hereof.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Reference is made to the discussion of "Certain Federal
Income Tax Consequences" in the First Prospectus Supplement. Set
forth below is a discussion of certain United States Federal
income tax consequences to holders of the Common Stock acquired
upon exercise of Warrants upon the sale or exchange of such
Common Stock. The discussion does not purport to deal with all
aspects of Federal taxation that may be applicable to particular
investors, and holders of the Common Stock acquired upon exercise
of the Warrants should consult their tax advisors regarding the
tax consequences of such exercise, and the sale, exchange or
other disposition of the Common Stock, as well as the tax
consequences arising under the laws of any state or other taxing
jurisdiction.
Gain or loss from the sale or exchange of the Common Stock
received upon exercise of the Warrant will be a capital gain or
loss to its holder. Such capital gain will be a long-term gain
or loss if the holder has held the Common Stock for more than 18
months at the time of the sale or exchange, a mid-term gain or
loss if the holder held such Common Stock for between 12 and 18
months, or a short-term gain or loss if the holder held such
Common Stock for less than 12 months at the time of the sale or
exchange.
Holders Other Than U.S. Persons
A holder of Common Stock acquired upon exercise of the
Warrants who is an individual but is neither a citizen nor
resident of the United States should consult his or her tax
advisors regarding the general exemption from United States
income taxation of gain realized upon their disposition of Common
Stock received upon exercise of the Warrants and the special
United States information reporting and backup withholding rules
which can become applicable if such dispositions are effected
through certain brokers, generally brokers which are U.S.
Persons.
PLAN OF DISTRIBUTION
The Company will issue Common Stock upon exercise of the
Warrants, in accordance with the terms and conditions of the
Warrants and the Warrant Agreement, through Harris Trust and
Savings Bank, as warrant agent (the "Warrant Agent").
<PAGE> SI-5
Upon surrender of the Warrant certificate (the "Warrant
Certificate") evidencing such Warrants in accordance with the
terms and conditions of the Warrants and the Warrant Agreement,
and upon payment of the exercise price for the number of shares
of Common Stock in respect of which such Warrants are being
exercised in lawful money of the United States of America, the
Warrant Agent will requisition from the Company's Common Stock
transfer agent for issuance and delivery to or upon written order
of the registered holder of such Warrant Certificate and in such
name or names as such registered holder shall designate, a
certificate or certificates for the shares issuable upon the
exercise of the Warrants evidenced by such Warrant Certificate.
Such certificate or certificates shall be deemed to have been
issued and any person so designated to be named therein shall be
deemed to have become the holder of record of such shares as of
the date of the surrender of such Warrant Certificate duly
executed and payment of the exercise price.
The Warrant Agent will account promptly to the Company with
respect to Warrants exercised and concurrently pay or deliver to
the Company all moneys and other consideration received by it on
the purchase of the shares of Common Stock through exercise of
the Warrants.
Under the terms and conditions of the Warrant Agreement, the
Company has indemnified the Warrant Agent to hold it harmless
against any and all losses, liabilities and expenses, including
judgments, costs and reasonable counsel fees and expenses for any
actions arising out of or in connection with the Warrant
Agreement. The Company will pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in
connection with the Warrant Agreement.
<PAGE>
No dealer, sales
representative, or any other
person has been authorized to
give any information or to
make any representations in
connection with this offering
other than those contained in
the Prospectus Supplements or [INTEL LOGO]
the Prospectus and, if given
or made, such information or 1998 Step-Up
representation must not be Warrants to Purchase
relied upon as having been 80,000,000 Shares
authorized by Intel of Common Stock
Corporation or by any agent.
The Prospectus Supplements and
the Prospectus do not
constitute an offer to sell,
or a solicitation of an offer
to purchase, any securities
other than the securities to
which the Prospectus
Supplements relate or an offer
to or a solicitation of any
person in any jurisdiction
where such an offer or
solicitation would be
unlawful. Neither the delivery
of the Prospectus Supplements
or the Prospectus, nor any
sale made hereunder or
thereunder, shall, under any
circumstances, create any
implication that there has
been no change in the affairs
of Intel Corporation or that
the information contained
herein or therein is correct
as of any time subsequent to
the date hereof or thereof.
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TABLE OF CONTENTS --------------------
Second Prospectus Supplement PROSPECTUS SUPPLEMENT
Page
The Offering. . . . . . . SI-2 March 2, 1998
Determination of Offer Price . --------------------
. . . . . . . . . . . . . SI-2
Price Range of Common Stock .
. . . . . . . . . . . . . SI-3
Use of Proceeds . . . . . SI-3
Description of the Warrants .
. . . . . . . . . . . . . SI-3
Description of the Common
Stock . . . . . . . . . . SI-4
Certain Federal Income Tax
Consequences . . . . . . SI-4 TABLE OF CONTENTS (Continued)
Plan of Distribution . . SI-4 Prospectus (Continued) Page
First Prospectus Supplement Description of the Common
Summary of the Offerings . S-2 Stock . . . . . . . . . . . 6
Stock Split . . . . . . . S-3 Description of the Preferred
Capitalization . . . . . . S-3 Stock . . . . . . . . . . . 7
Dividend Policy . . . . . S-3 Description of the Depository
Price Range of Common StockS-4 Shares . . . . . . . . . . . 8
Use of Proceeds . . . . . S-4 Description of the Debt
Description of the WarrantsS-5 Securities . . . . . . . . .11
Certain Federal Income Tax Description of the Warrants to
Consequences . . . . . . . S-6 Purchase Common or Preferred
Underwriting . . . . . . . S-8 Stock . . . . . . . . . . . 15
Legal Matters . . . . . .S-10 Description of the Third Party
Prospectus Warrants . . . . . . . . . 16
Available Information . . . 4 Description of the Warrants to
Incorporation of Certain Purchase Debt Securities . .17
Documents by Reference . . . 4 Description of the Foreign
Intel . . . . . . . . . . . 5 Currency Exchange Warrants .18
Intel Overseas . . . . . . . 5 Description of the Stock Index
Use of Proceeds . . . . . . 5 Warrants . . . . . . . . . .22
General Description of Description of the Other
Securities . . . . . . . . . 6 Warrants . . . . . . . . . .26
Plan of Distribution . . . .29
ERISA Considerations . . . .29
Legal Matters . . . . . . .30
Experts . . . . . . . . . .30
Index of Terms . . . . . . .31
