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As filed with the Securities and Exchange Commission on November 12, 1999
Registration Statement No. 333-
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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
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)
IPIVOT, INC. 1977 STOCK OPTION/STOCK ISSUANCE PLAN
AS ASSUMED BY INTEL CORPORATION
(Full title of the Plan)
F. THOMAS DUNLAP, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CALIFORNIA 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
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.001 per share. 912,211 $80.84375 $73,746,558.03 $20,501.54
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</TABLE>
(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 November
9, 1999 which was $80.84375.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel Corporation, a
Delaware corporation (the "Company," "Corporation" or "Registrant"), relating to
912,211 shares of its common stock, par value $0.001 per share (the "Common
Stock"), issuable to eligible employees of the Company under the IPivot, Inc.
1997 Stock Option/Stock Issuance Plan as assumed by Intel Corporation (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, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1998;
(ii) The Company's Quarterly Reports on Forms 10-Q for the fiscal
quarter ended March 27, 1999; June 26, 1999 and September 25, 1999;
(iii) The Company's Current Reports on Forms 8-K, filed with the
Commission on January 14, 1999, March 12, 1999, April 14, 1999, July 8, 1999,
July 14, 1999, August 10, 1999 and October 13, 1999;
(iv) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (i) above; and
(v) The description of the Common Stock contained in Amendment No. 1 to
the Company's Registration Statement on Form S-3 (Registration No. 33-56107),
filed with the Commission on April 18, 1995, including any amendment or report
filed for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
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other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. 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 Company
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 Company'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 Company 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 Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) 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 Company's Bylaws (the "Bylaws") provide that the Company 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 Company or is or was
serving at the request of the Company 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, excise taxes and penalties under the Employee Retirement Income Security
Act of 1974, as amended, 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 Company 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 Company or brought to enforce certain
indemnification rights.
The Bylaws also provide that expenses incurred by an officer or director
of the Company (acting in his capacity as such) in defending any such action,
suit or proceeding shall be paid by the Company, provided that if required by
the DGCL such expenses shall be advanced only upon delivery to the Company 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 Company. Expenses incurred by
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other agents of the Company may be advanced upon such terms and conditions as
the Board of Directors of the Company deems appropriate. Any obligation to
reimburse the Company 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 Company may purchase and maintain
insurance to protect itself and any such person against any such expenses,
liability and loss, whether or not the Company 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 Company 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 Company as described above and assure directors and
officers that indemnification will continue to be provided despite future
changes in the Bylaws of the Company. The Company 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.
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:
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1* 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).
4.2* Intel Corporation Bylaws as amended (incorporated by reference
to Exhibit 3.1 of Registrant's Form 10-Q for the quarter ended
September 26, 1998 as filed on November 10, 1998).
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, Commission File No. 0- 6217, as filed
on March 28, 1986).
5.1 Legal 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.
24.1 Power of Attorney (contained on signature page hereto).
</TABLE>
* Incorporated by reference.
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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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 11th day of
November, 1999.
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
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F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Gordon E. Moore Chairman Emeritus and Director Nov.11, 1999
- ----------------------------
Gordon E. Moore
/s/ Andrew S. Grove Chairman of the Board Nov.11, 1999
- ----------------------------
Andrew S. Grove
/s/ Craig R. Barrett President, and Chief Executive Nov.11, 1999
- ---------------------------- Officer (Principal Executive
Craig R. Barrett Officer and Director)
/s/ Andy D. Bryant Senior Vice President, Principal Nov.11, 1999
- ---------------------------- Accounting and Chief Financial
Andy D. Bryant Officer (Principal Financial and
Accounting Officer)
/s/ John Browne Director Nov.11, 1999
- ----------------------------
John Browne
/s/ Winston H. Chen Director Nov.11, 1999
- ----------------------------
Winston H. Chen
/s/ D. James Guzy Director Nov.11, 1999
- ----------------------------
D. James Guzy
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ David S. Pottruck Director Nov.11, 1999
- ----------------------------
David S. Pottruck
/s/ Jane E. Shaw Director Nov.11, 1999
- ----------------------------
Jane E. Shaw
/s/ Leslie L. Vadasz Director Nov.11, 1999
- ----------------------------
Leslie L. Vadasz
/s/ David B. Yoffie Director Nov.11, 1999
- ----------------------------
David B. Yoffie
/s/ Charles E. Young Director Nov.11, 1999
- ----------------------------
Charles E. Young
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Legal 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.
24.1 Power of Attorney (contained on signature page hereto).
</TABLE>
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EXHIBIT 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
November 12,1999
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Intel Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of 912,211 shares of Common Stock, $.001 par value (the
"Shares"), of the Company (the "Common Stock"), subject to issuance by the
Company upon exercise of options granted under the IPivot, Inc. 1997 Stock
Option/Stock Issuance Plan as assumed by Intel Corporation (the "Plan") assumed
by the Company pursuant to the terms of the Agreement and Plan of Merger, dated
as of October 4, 1999, as amended, among the Company, WCT Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of the Company,
and IPivot, Inc., a Delaware corporation.
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions 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 conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares has been duly authorized and (ii) when issued in
accordance with the terms of the Plan, the Shares will be duly and validly
issued, fully paid and non-assessable shares of Common Stock.
We are admitted to practice in the State of California, and are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. This opinion letter is limited to the laws of
the State of California and, to the limited extent set forth above, the DGCL, as
such laws presently exist and to the facts as they presently exist. We express
no opinion with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to 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
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the IPivot, Inc. 1997 Stock Option/Stock Issuance Plan as
assumed by Intel Corporation, of our report dated January 11, 1999, 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 26, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
November 9, 1999
