As filed with the Securities and Exchange Commission on March
29, 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 SHIVA CORPORATION AMENDED AND RESTATED 1988 STOCK PLAN,
THE SHIVA CORPORATION 1997 STOCK INCENTIVE PLAN,
THE SHIVA CORPORATION 1997 EMPLOYEE NON-QUALIFIED PLAN and
THE SHIVA CORPORATION AIRSOFT 1993 STOCK PLAN
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
(408) 765-8080
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies to:
Allen L. Weingarten
Morrison & forester LLP
1290 Avenue of the Americas
New York, NY 10104
(212) 468-8000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered share (1) price (1) fee
- ----------- ---------- ---------- ---------- ----------
Common 160,755 $115.375 $18,547,108 $5,156.10
Stock
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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 Stock Market on March 23,1999, which was $115.375.
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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 160,755 shares of its common
stock, par value $0.001 per share (the "Common Stock") issuable
to eligible employees of the Company under the Shiva Corporation
Amended and Restated 1988 Stock Plan, the Shiva Corporation 1997
Stock Incentive Plan, the Shiva Corporation 1997 Employee Non-
Qualified Plan and the Shiva Corporation Airsoft 1993 Stock Plan
as assumed by Intel Corporation (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain 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 latest Annual Report on Form 10-K for the
fiscal year ended December 26, 1998;
(ii) 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
(iii) 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
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.
<PAGE>
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, ERISA excise taxes and penalties, 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.
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.
<PAGE>
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.
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:
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 Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster 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).
*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
<PAGE>
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
II-6 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, there-unto duly authorized, in the City of Santa
Clara, State of California, on this 27th day of February, 1999.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
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F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
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 Capacity Date
/s/Gordon E. Moore Chairman Emeritus and Feb.27, 1999
Gordon E. Moore Director
/s/Andrew S. Grove Chairman of the Board Feb.27, 1999
Andrew S. Grove
/s/Craig R. Barrett President and Chief Feb.27, 1999
Craig R. Barrett Executive Officer
(Principal Executive
Officer and Director)
/s/Andy D. Bryant Senior Vice President, Feb.27, 1999
Andy D. Bryant Principal Accounting and
Chief Financial Officer
(Principal Financial
Officer)
/s/John Brown Director Feb.27, 1999
John Browne
/s/Winston H. Chen Director Feb.27, 1999
Winston H. Chen
<PAGE>
/s/D. James Guzy Director Feb.27, 1999
D. James Guzy
/s/David S. Pottruck Director Feb.27, 1999
David S. Pottruck
/s/Arthur Rock Director Feb.27, 1999
Arthur Rock
/s/Jane E. Shaw Director Feb.27, 1999
Jane E. Shaw
/s/Leslie L. Vadasz Director Feb.27, 1999
Leslie L. Vadasz
/s/David B. Yoffie Director Feb.27, 1999
David B. Yoffie
/s/Charles E. Young Director Feb.27, 1999
Charles E. Young
<PAGE>
INDEX TO 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 Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster 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).
*Incorporated by reference.
<PAGE>
EXHIBIT 5.1
OPINION OF MORRISON & FOERSTER LLP
(MORRISON & FOERSTER LETTERHEAD)
March 29, 1999
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to
be filed by Intel Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on March
29, 1999 (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended, of
160,755 shares of the Company's Common Stock, $.001 par value per
share (the "Stock"). The Stock is reserved for issuance pursuant
to options granted or to be granted under the Shiva Corporation
Amended and Restated 1988 Stock Plan, the Shiva Corporation 1997
Stock Incentive Plan, the Shiva Corporation 1997 Employee Non-
Qualified Plan and the Shiva Corporation Airsoft 1993 Stock Plan,
each as assumed by Intel Corporation. As counsel to the Company,
we have examined the proceedings taken by the Company in
connection with the registration of the Stock.
It is our opinion that the Stock, when issued and sold in
the manner described in the Registration Statement and the
related Prospectus, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to
us in the Registration Statement and any amendments thereto.
Very truly yours,
/s/MORRISON & FOERSTER LLP
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MORRISON & FOERSTER LLP
<PAGE>
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 Shiva Corporation Amended
and Restated 1988 Stock Plan, the Shiva Corporation 1997 Stock
Incentive Plan, the Shiva Corporation 1997 Employee Non-Qualified
Plan, and the Shiva Corporation Airsoft 1993 Stock 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.
Very truly yours,
/s/ERNST & YOUNG LLP
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ERNST & YOUNG LLP
San Jose, California
March 24, 1999
