As filed with the Securities and Exchange Commission on August
2, 1999
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
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 Dialogic Corporation Amended and Restated
1997 Incentive Benefit Plan,
The Dialogic Corporation 1988 Incentive Compensation Plan,
The Dialogic Corporation Employee Stock Purchase Plan,
The GammaLink 1987 Stock Option Plan,
The Spectron Microsystems, Inc. Stock Option Plan,
The DianaTel Corporation Stock Option Plan,
The Softcom Microsystems, Inc. 1996 Stock Option Plan,
and
The Softcom Microsystems, Inc. July 5, 1999 Stock Option Grant
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
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to Maximum Maximum
Title of be Offering Aggregate Amount of
Securities to Registered Price Per Offering Registra-
be Registered (1) Share (2) Price (2) tion Fee(3)
- ----------- ---------- ---------- ---------- ----------
Common Stock, 2,693,908 $66,34375 $178,723,959 $49,685.26
par value
$0.001 per
share.
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(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 July 27, 1999 which was
$66.34375.
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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 Registrant") relating to 2,693,908 shares of its common stock,
par value $0.001 per share (the "Common Stock") issuable to
eligible employees of the Company under the Dialogic Corporation
Amended and Restated 1997 Incentive Benefit Plan, the Dialogic
Corporation 1988 Incentive Compensation Plan, the Dialogic
Corporation Employee Stock Purchase Plan, the GammaLink 1987
Stock Option Plan, the Spectron Microsystems, Inc. Stock Option
Plans, the DianaTel Corporation Stock Option Plan, the Softcom
Microsystems, Inc. 1996 Stock Option Plan and the Softcom
Microsystems, Inc. July 5, 1999 Stock Option Grant as assumed by
Intel Corporation (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 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;
(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.
<PAGE>
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 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,
<PAGE>
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 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:
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.
<PAGE>
24.1 Power of Attorney (contained on signature page
hereto).
*Incorporated by reference.
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
<PAGE>
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, there-unto duly authorized, in the
City of Santa Clara, State of California, on this 21st day of
July, 1999.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
-----------------------------
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.
Signature Title Date
/s/Gordon E. Moore Chairman Emeritus and July 21, 1999
- ------------------ Director
Gordon E. Moore
/s/Andrew S. Grove Chairman of the Board July 21, 1999
- -------------------
Andrew S. Grove
/s/Craig R. Barrett President and Chief July 21, 1999
- ------------------- Executive Officer
Craig R. Barrett (Principal Executive
Officer and Director)
/s/Andy D. Bryant Senior Vice President, July 21, 1999
- ------------------- Principal Accounting and
Andy D. Bryant Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/John Browne Director July 21, 1999
- -------------------
John Browne
/s/Winston H. Chen Director July 21, 1999
- -------------------
Winston H. Chen
/s/D. James Guzy Director July 21, 1999
- -------------------
D. James Guzy
<PAGE>
/s/David S. Pottruck Director July 21, 1999
- -------------------
David S. Pottruck
/s/Jane E. Shaw Director July 21, 1999
- -------------------
Jane E. Shaw
/s/Leslie L. Vadasz Director July 21, 1999
- -------------------
Leslie L. Vadasz
/s/David B. Yoffie Director July 21, 1999
- -------------------
David B. Yoffie
/s/Charles E. Young Director July 21, 1999
- -------------------
Charles E. Young
<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.
24.1 Power of Attorney (contained on signature page
hereto).
<PAGE>
Exhibit 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
August 2,1999
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 [2,693,908] 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 Dialogic Corporation Amended and Restated 1997
Incentive Benefit Plan, the Dialogic Corporation 1988 Incentive
Compensation Plan, the Dialogic Corporation Employee Stock
Purchase Plan, the GammaLink 1987 Stock Option Plan, the Spectron
Microsystems, Inc. Stock Option Plans, the DianaTel Corporation
Stock Option Plan, the Softcom Microsystems, Inc. 1996 Stock
Option Plan and the Softcom Microsystems, Inc. July 5, 1999 Stock
Option Grant as assumed by Intel Corporation (the "Plans")
assumed by the Company pursuant to the terms of the Agreement and
Plan of Merger, dated as of May 31, 1999, among the Company,
Intel LMH Acquisition Corporation, a New Jersey corporation and
wholly-owned subsidiary of the Company, and Dialogic Corporation,
a New Jersey corporation, and the Agreement and Plan of Merger,
dated as of July 7, 1999, among the Company, Intel BKB
Acquisition Corporation, a Delaware corporation and an indirect
wholly-owned subsidiary of the Company, Softcom Microsystems,
Inc., a Delaware corporation, and for the limited purposes set
forth therein, Stephen L. Domenik and D. Tony Stelliga.
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 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 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Dialogic Corporation
Amended and Restated 1997 Incentive Benefit Plan, The Dialogic
Corporation 1988 Incentive Compensation Plan, The Dialogic
Corporation Employee Stock Purchase Plan, The GammaLink 1987
Stock Option Plan, the Spectron Microsystems, Inc. Stock Option
Plan, The DianaTel Corporation Stock Option Plan, The Softcom
Microsystems, Inc. 1996 Stock Option Plan, and The Softcom
Microsystems, Inc. July 5, 1999 Stock Option Grant 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
July 30, 1999
