As filed with the Securities and Exchange Commission on August
13, 1999
Registration Statement No. 333-82387
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8 TO FORM S-4
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)
The Level One Communications, Incorporated
1993 Stock Option Plan,
The Level One Communications, Incorporated 1985 Stock Option,
Nonqualified Stock Option and Restricted Stock Purchase Plan,
The Level One Communications, Incorporated Employee
Stock Purchase Plan,
The Jato Technologies, Inc. 1997 Stock Option Plan,
The San Francisco Telecom Stock Option Grants,
The Acclaim Communications 1996 Stock Option Plan,
as amended July 14, 1997,
as assumed by Intel Corporation
(Full title of the Plans)
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
<PAGE>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to Maximum Maximum Amount of
Title of be Offering Aggregate Registra-
Securities to Registered Price Per Offering Price tion Fee
be Registered (1)(2) Share (3) (3) (3)(4)
- ----------- ---------- ---------- ---------- ---------
-
Common Stock, 6,525,131 $74.90625 $488,773,093.97 $0
par value
$.001 per
share.
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(1) Shares subject to Options assumed as of August 10, 1999.
Pursuant to Rule 416(a), this Registration Statement shall
also cover any additional shares of Common Stock which
become issuable under the Level One Communications,
Incorporated 1993 Stock Option Plan, the Level One
Communications, Incorporated 1985 Stock Option,
Nonqualified Stock Option and Restricted Stock Purchase
Plan, the Level One Communications, Incorporated Employee
Stock Purchase Plan, the Jato Technologies, Inc. 1997 Stock
Option Plan, the San Francisco Telecom Stock Option Grants,
the Acclaim Communications 1996 Stock Option Plan, as
amended July 14, 1997, (collectively, the "Plans") by
reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt
of consideration which results in an increase in the number
of the outstanding shares of Intel Corporation Common
Stock.
(2) The Registrant previously registered 44,282,563 shares of
its common stock, par value $.001 per share, under its
Registration Statement on Form S-4 (No. 333-82387) (the
"Form S-4"), which was declared effective on July 7, 1999.
The number of shares registered under the Form S-4, was
based on the aggregate number of shares of Level One
Communications, Incorporated ("LOC") common stock, par
value $.001 per share ("LOC Common Stock") then outstanding
and the number of shares of LOC Common Stock issuable upon
exercise of options and warrants to acquire shares of LOC
Common Stock then outstanding under the Plans, shares of
LOC Common Stock issuable upon conversion of LOC's
convertible subordinated debt, and shares of LOC Common
Stock issuable to other third parties, multiplied by an
exchange ratio of 0.86 shares of common stock, par value
$.001 per share, of the Registrant. As of August 10, 1999,
34,269,304 shares of Registrant's common stock, par value
$.001 per share, were issued under the Form S-4.
(3) The average of the high and low sales prices of the
Registrant's common stock, par value $.001 per share, as
reported by the Nasdaq National Market System on August 11,
1999. Calculated solely for purposes of this offering
under Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the maximum offering price per
share that such options may be exercised.
(4) A registration fee of $689,791.75 was previously paid in
connection with the registration of 44,282,563 shares of
the Registrant's common stock under the Form S-4. The
registration fee paid under the Form S-4 was calculated
pursuant to Rules 457(f) and 457(c) under the Securities
Act of 1933, as amended (the "Securities Act"), based on
the average of the high and low sales prices of LOC Common
Stock, as reported by the Nasdaq National Market System on
June 29, 1999, the proposed maximum offering price under
the Form S-4 was $2,481,265,270. As the shares subject to
options assumed by the Registrant were included in the Form
S-4 at a proposed maximum offering price per share of
$56.03 and a proposed maximum aggregate offering price of
$$2,481,265,270 for which a registration fee of $689,791.75
was paid with the Form S-4, no fee is payable herewith.
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<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or the "Registrant"), relating to 6,525,131 shares of its common
stock, par value $0.001 per share (the "Common Stock"), issuable
to eligible employees of the Company under the Level One
Communications, Incorporated 1993 Stock Option Plan, the Level
One Communications, Incorporated 1985 Stock Option, Nonqualified
Stock Option and Restricted Stock Purchase Plan, the Level One
Communications, Incorporated Employee Stock Purchase Plan, the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom Stock Option Grants, the Acclaim Communications 1996
Stock Option Plan, as amended July 14, 1997, as assumed by Intel
Corporation (collectively, the "Plans").
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 Report on Form 10-Q for the
fiscal quarter ended March 27, 1999;
(iii)The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 26, 1999;
(iv)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 and July 14, 1999;
(v) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Annual
Report referred to in (i) above; and
(vi) 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
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
<PAGE>
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 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 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 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, 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 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.
<PAGE>
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 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.
Exhibit Description
No.
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.
*Incorporated by reference.
**Previously filed.
<PAGE>
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.
<PAGE>
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, thereunto duly authorized, in the City
of Santa Clara, State of California, on this 13th day of August,
1999.
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 Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Chairman Emeritus and Aug.13, 1999
- ------------------ Director
Gordon E. Moore
* Chairman of the Board Aug.13, 1999
- -------------------
Andrew S. Grove
* President and Chief Aug.13, 1999
- ------------------- Executive Officer
Craig R. Barrett (Principal Executive
Officer and Director)
* Senior Vice President, Aug.13, 1999
- ------------------- Principal Accounting and
Andy D. Bryant Chief Financial Officer
(Principal Financial and
Accounting Officer)
Director Aug.13, 1999
- -------------------
John Browne
* Director Aug.13, 1999
- -------------------
Winston H. Chen
Director Aug.13, 1999
- -------------------
D. James Guzy
Director Aug.13, 1999
- -------------------
David S. Pottruck
* Director Aug.13, 1999
- -------------------
Jane E. Shaw
* Director Aug.13, 1999
- -------------------
Leslie L. Vadasz
* Director Aug.13, 1999
- -------------------
David B. Yoffie
<PAGE>
* Director Aug.13, 1999
- -------------------
Charles E. Young
*By:/s/F. Thomas Dunlap, Jr.
--------------------------
F. Thomas Dunlap, Jr.
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
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.
<PAGE>
Exhibit 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
August 13, 1999
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052
Re: Post-Effective Amendment No. 1 Registration Statement on
Form S-8 to Form S-4 of Intel Corporation
Ladies and Gentlemen:
We refer to the post-effective amendment No. 1 to
registration statement on Form S-8 to Form S-4 ("Registration
Statement"), under the Securities Act of 1933, as amended (the
"Securities Act") filed by Intel Corporation, a Delaware
corporation (the "Company"), with respect to the proposed
offering by the Company of up to 6,525,131 shares (the "Shares")
of the common stock of the Company, $.001 par value per share
(the "Common Stock"), subject to issuance by the Company upon
exercise of options granted under the Level One Communications,
Incorporated 1993 Stock Option Plan, the Level One
Communications, Incorporated 1985 Stock Option, Nonqualified
Stock Option and Restricted Stock Purchase Plan, the Level One
Communications, Incorporated Employee Stock Purchase Plan, the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom Stock Option Grants, the Acclaim Communications 1996
Stock Option Plan, as amended July 14, 1997 (the "Plans") assumed
by the Company as of August 10, 1999 pursuant to the terms of the
Agreement and Plan of Merger, dated as of March 4, 1999 among the
Company, Intel RSW Corporation, a Delaware corporation and wholly-
owned subsidiary of the Company, and Level One Communications,
Incorporated, 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) upon payment of the option exercise
price and issuance of the Shares in accordance with the terms of
the Plans, 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.
<PAGE>
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
<PAGE>
Exhibit 23.2
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 Level One Communications, Incorporated 1993
Stock Option Plan, the Level One Communications, Incorporated
1985 Stock Option, Nonqualified Stock Option and Restricted Stock
Purchase Plan, the Level One Communications, Incorporated
Employee Stock Purchase Plan, the Jato Technologies, Inc. 1997
Stock Option Plan, the San Francisco Telecom Stock Option Grants,
and the Acclaim Communications 1996 Stock Option Plan, as amended
July 14, 1997, 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
August 9, 1999
