As filed with the Securities and Exchange Commission on March 8,
1999.
Registration No. 333-59939
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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 Identification
Incorporation or Organization) Number)
2200 Mission College Boulevard
Santa Clara, California 95052-8119, (408) 765-8080
(Address, including Zip Code, and Telephone Number
Including Area Code, of Registrant's Principal Executive Offices)
F. Thomas Dunlap, Jr., Esq.
INTEL CORPORATION
2200 Mission College Boulevard
Santa Clara, California 95052-8119, (408) 765-8080
(Name, Address, including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Kenneth R. Lamb, Esq.
Lisa A. Fontenot, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, California 94104
(415) 393-8200
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the effective date of this Registration
Statement.
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[] _____________________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 2 (this
"Amendment") to the Registration Statement on Form S-3
(Registration No. 333-59939) (the "Registration Statement") of
Intel Corporation, a Delaware corporation, is to deregister
$80,290,000 principal amount of the Puerto Rico Industrial,
Tourist, Educational, Medical and Environmental Control
Facilities Financing Authority Adjustable Rate Industrial Revenue
Bonds, 1983 Series A and B (Intel Corporation Project), which
principal amount constitutes those securities registered pursuant
to the Registration Statement but not remarketed as of the date
this Amendment is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Post-Effective Amendment No. 2
to the 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 5th day of March, 1999.
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,
as amended, this Post-Effective Amendment No. 2 to the
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
NAME TITLE DATE
* Chairman Emeritus, Mar. 5, 1999
Gordon E. Moore Director
* Chairman of the Board, Mar. 5, 1999
Andrew S. Grove Director
* Director, President and Mar. 5, 1999
Craig R. Barrett Chief Executive Officer
(Principal Executive
Officer)
* Director Mar. 5, 1999
John P. Browne
* Director Mar. 5, 1999
Winston H. Chen
* Director Mar. 5, 1999
D. James Guzy
* Director Mar. 5, 1999
Arthur Rock
* Director Mar. 5, 1999
Jane E. Shaw
Mar. 5, 1999
* Director
Leslie L. Vadasz
* Director Mar. 5, 1999
David B. Yoffie
* Director Mar. 5, 1999
Charles E. Young
* Senior Vice President and Mar. 5, 1999
Andy D. Bryant Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
*By: /s/F. Thomas Dunlap, Jr.
---------------------------
F. Thomas Dunlap, Jr.
Attorney-in-Fact
<PAGE>
March 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Intel Corporation/Post-Effective Amendment No. 2 to Form S-3
Registration Statement
Ladies and Gentlemen:
Intel Corporation (the "Company") hereby submits for filing in
electronic form the Company's Post-Effective Amendment No. 2 (the
"Amendment") to the Registration Statement on Form S-3
(Registration No. 333-59939) pursuant to Rule 415 of the
Securities Act of 1933, as amended, relating to $110,000,000
aggregate principal amount Puerto Rico Industrial, Tourist,
Educational, Medical and Environmental Control Facilities
Financing Authority ("AFICA") Adjustable Rate Industrial Revenue
Bonds, 1983 Series A and B (Intel Corporation Project) (the
"Bonds").
The Amendment deregisters the principal amount of Bonds covered
by the Registration Statement on Form S-3 which were not tendered
for redemption pursuant to the terms of the Bonds and remarketed.
In addition, we request that effectiveness of this Amendment be
accelerated to 9:00 a.m. (Washington, D.C. time) on March 10,
1999, or as soon thereafter as practicable.
If you have any questions about this filing, please contact me at
(408) 765-9771.
Please provide us in due course with an acceptance notice for
this filing and this request for acceleration.
Very truly yours,
/s/Patrice C. Scatena
Senior Attorney
Enclosures
cc: Lisa A. Fontenot, Esq.
Kenneth R. Lamb, Esq.
