As filed with the Securities and Exchange Commission on July 28,
2000
Registration No. 333-______________
------------------------
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)
Basis Communications Corporation 1999 Equity Incentive Plan
as assumed by Intel Corporation
(Full title of the Plan)
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:
KENNETH R. LAMB, ESQ.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, CA 94104
(415) 393-8200
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to maximum maximum
securities be offering aggregate Amount of
to be registered price per offering registration
registered (1) share (2) price (2) fee (3)
---------- ---------- ---------- ---------- ----------
Common 7,500 $139.8125 $1,048,594 $277
Stock 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 24, 2000 which was
$139.8125.
===============================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or "Registrant"), relating to 7500 shares of its common stock,
par value $0.001 per share (the "Common Stock"), issuable to
eligible employees of the Company under the Basis Communications
Corporation 1999 Equity Incentive Plan as assumed by Intel
Corporation (the "Plan"). This Registration Statement is
submitted in accordance with Section E of the General
Instructions to Form S-8 regarding Registration of Additional
Securities.
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 Registration Statement on Form S-8, file
number 333-39422, filed with the Commission on June 16, 2000;
(ii) The Company's Current Report on Form 8-K filed with the
Commission on June 22, 2000; and
(iii)The Company's Current Report on Form 8-K filed with the
Commission on July 20, 2000.
<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 25th day of
July, 2000.
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 25, 2000
Gordon E. Moore Director
/s/Andrew S. Grove Chairman of the Board July 25, 2000
Andrew S. Grove (principal executive
officer)
President and Chief
Craig R. Barrett Executive Officer
/s/Andy D. Bryant Senior Vice President, July 25, 2000
Andy D. Bryant Principal Accounting and
Chief Financial Officer
and Enterprise Services
Officer
/s/John Browne Director July 25, 2000
John Browne
/s/Winston H. Chen Director July 25, 2000
Winston H. Chen
/s/D. James Guzy Director July 25, 2000
D. James Guzy
<PAGE>
/s/David S. Pottruck Director July 25, 2000
David S. Pottruck
/s/Jane E. Shaw Director July 25, 2000
Jane E. Shaw
Director
Leslie L. Vadasz
/s/David B. Yoffie Director July 25, 2000
David B. Yoffie
Director
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]
July 28, 2000
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 7500 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 Basis Communications Corporation 1999 Equity Incentive Plan
as assumed by Intel Corporation (the "Plan") assumed by the
Company pursuant to the terms of the Agreement and Plan of
Merger, dated as of March 20, 2000, among the Company, Basis
Communications Corporation, a California corporation, SWT
Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of the Company, and for the limited purposes set
forth therein, Michael David Shealy.
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 Plan, 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 Registration
Statement (Form S-8) pertaining to the Basis Communications
Corporation 1999 Equity Incentive Plan, as assumed by Intel
Corporation, of our report dated January 11, 2000, 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 25, 1999,
filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
San Jose, California
July 26, 2000
