As filed with the Securities and Exchange Commission on February
7, 2000
Registration Statement No. 33_______________
------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
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 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
(408) 765-8080
(Name and address of agent for service)
(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
============================================================
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registration
to be registered price per offering fee (1)
registered share (1) price (1)
- --------------------------------------------------------------
Common 86,600 $99.0625 $8,578,812.50 $2,264.81
Stock par
value
$.001 per
share
============================================================
1. 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 February 1,
2000. 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.
============================================================
<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 86,600 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"). The Shares are in
addition to the 6,525,131 Shares registered on the Company's Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 filed on August
13, 1999 (the "Prior Registration Statement"). Pursuant to
Instruction E of Form S-8, the contents of the Prior Registration
Statement, to the extent relating to the registration of the
Shares and except as otherwise set forth in this Registration
Statement, are incorporated by reference herein.
Item 8. Exhibits.
Exhibit No. Description
- ---------- -----------
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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of 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 the 31st day of January,
2000.
INTEL CORPORATION
By:/s/F. Thomas Dunlap, Jr.
--------------------------
F. Thomas Dunlap, Jr.
Vice President 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 Jan. 31, 2000
Gordon E. Moore Director
/s/Andrew S. Grove Chairman of the Board Jan. 31, 2000
Andrew S. Grove
/s/Craig R. Barrett President and Chief Jan. 31, 2000
Craig R. Barrett Executive Officer
/s/Andy D. Bryant Senior Vice President, Jan. 31, 2000
Andy D. Bryant Principal Accounting and
Chief Financial Officer
and Enterprise Services
Officer
/s/John Browne Director Jan. 31, 2000
John Browne
/s/Winston H. Chen Director Jan. 31, 2000
Winston H. Chen
/s/D. James Guzy Director Jan. 31, 2000
D. James Guzy
<PAGE>
/s/David S. Pottruck Director Jan. 31, 2000
David S. Pottruck
/s/Jane E. Shaw Director Jan. 31, 2000
Jane E. Shaw
/s/Leslie L. Vadasz Director Jan. 31, 2000
Leslie L. Vadasz
/s/David B. Yoffie Director Jan. 31, 2000
David B. Yoffie
/s/Charles E. Young Director Jan. 31, 2000
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 (contained
in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
<PAGE>
EXHIBIT 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
1050 Connecticut Avenue NW, Suite 900
Washington, DC 20036
February 3, 2000
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052
Re: Registration Statement on Form S-8 of Intel Corporation
Ladies and Gentlemen:
We refer to the registration statement on Form S-8
("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 86,600 shares (the
"Shares") of the common stock of the Company, $.001 par value per
share (the "Common Stock"), in addition to 6,525,131 shares of
Common Stock previously registered under a separate registration
statement, which are 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 New York, 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 New York and 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
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
February 1, 2000
