-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VeC6eZnQeGNiwrL25Ym5IAiZaIP9VjQDLsWmMz7D3klHlWiA5seaFA5Nr1BMWozn QP85eFu5gknY/cSaBTM5sQ== 0000050863-05-000148.txt : 20050617 0000050863-05-000148.hdr.sgml : 20050617 20050617162316 ACCESSION NUMBER: 0000050863-05-000148 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 EFFECTIVENESS DATE: 20050617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-125914 FILM NUMBER: 05903492 BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RN6-27 CITY: SANTA CLARA STATE: CA ZIP: 95052-8119 S-8 1 s8main.txt FORM S-8 As filed with the Securities and Exchange Commission on June 17, 2005 Registration No. 333-_________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 No.) 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA 95054-8119 ---------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) INTEL CORPORATION 2004 EQUITY INCENTIVE PLAN ----------------------------------------------------- (Full Title of the Plan) CARY I. KLAFTER, ESQ. VICE PRESIDENT AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA 95054-8119 ---------------------------------------------------- (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, N.W. SUITE 300 WASHINGTON, DC 20036 (202) 955-8500 - ---------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------- Title of Amount to Proposed Proposed Amount of Each Class be Maximum Maximum Registration of Registered Offering Aggregate Fee (3) Securities (1) Price Per Offering Price to be Share (2) (2) Registered - ---------- -------- -------- -------- -------- Common Stock, par 130,000,000 $26.92 $3,499,600,000 $411,902.92 value shares $0.001 per share - ---------------------------------------------------------------- (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Registrant's common stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction. (2) Estimated solely for the purpose of calculating the registration fee. (3) Calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on June 14, 2005, which was $26.92. EXPLANATORY NOTE This Registration Statement relates to the registration of additional securities under the Intel Corporation 2004 Equity Incentive Plan (the "Plan"). In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8, Commission File No. 333- 115625, filed by Intel Corporation on May 19, 2004 with the Securities and Exchange Commission (the "Commission") related to the Plan are incorporated herein by reference and made part of this Registration Statement, except as amended hereby. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Unless otherwise indicated below as being incorporated by reference to another filing of Intel Corporation with the Commission, each of the following exhibits is filed herewith: Exhibit No. Exhibit Description 4.2* Intel Corporation Bylaws, as amended, (incorporated by reference to Exhibit 3.1 of the Corporation's Form 8-K, as filed with the Commission on May 20, 2005, File No. 000-06217). 5.1 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 Registered Public Accounting Firm. 24. Power of Attorney (contained on signature page hereto). *Incorporated by reference 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 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 17th day of June, 2005. INTEL CORPORATION By: /s/ Andy D. Bryant --------------------------- Andy D. Bryant Executive Vice President, Chief Financial and Enterprise Services Officer Each person whose signature appears below constitutes and appoints D. Bruce Sewell, Andy D. Bryant, and Cary I. Klafter 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. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 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 date indicated. Signature Title Date /s/ Craig R. Barrett Chairman of the Board and June 17, 2005 Craig R. Barrett Director /s/ Paul S. Otellini President, Chief Executive June 17, 2005 Paul S. Otellini Officer and Director /s/ Charlene Barshefsky Director June 17, 2005 Charlene Barshefsky /s/ E. John P. Browne Director June 17, 2005 E. John P. Browne /s/ Andy D. Bryant Executive Vice President, June 17, 2005 Andy D. Bryant Chief Financial officer and Principal Accounting Officer Director D. James Guzy /s/ Reed E. Hundt Director June 17, 2005 Reed E. Hundt /s/ David S. Pottruck Director June 17, 2005 David S. Pottruck /s/ Jane E. Shaw Director June 17, 2005 Jane E. Shaw /s/ John L. Thornton Director June 17, 2005 John L. Thornton /s/ David B. Yoffie Director June 17, 2005 David B. Yoffie EXHIBIT INDEX Exhibit No. Exhibit Description 4.2* Intel Corporation Bylaws, as amended, (incorporated by reference to Exhibit 3.1 of the Corporation's Form 8-K, as filed with the Commission on May 20, 2005, File No. 000-06217). 5.1 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 Registered Public Accounting Firm. 24. Power of Attorney (contained on signature page hereto). *Incorporated by reference EX-5.1 2 s8exh51.txt LEGAL OPINION EXHIBIT 5.1 GIBSON, DUNN & CRUTCHER LLP Lawyers A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS --------------------- 1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306 (202) 955-8500 www.gibsondunn.com June 17, 2005 Direct Dial Client No. (202) 955-8500 C 42376-00012 Fax No. (202) 530-9569 Intel Corporation 2200 Mission College Blvd. Santa Clara, CA 95054-8119 Re: Proposed Offering of up to 130,000,000 Shares of Common Stock Pursuant to the Intel Corporation 2004 Equity Incentive Plan Ladies and Gentlemen: We refer to an aggregate of 130,000,000 shares of Common Stock, par value $.001 per share (the "Shares"), of Intel Corporation, a Delaware corporation (the "Company"), which are the subject of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Shares of Common Stock subject to the Registration Statement are to be issued under the Intel Corporation 2004 Equity Incentive Plan, as amended (the "Plan"). For the purpose of rendering this opinion, we have made such factual and legal examination as we deemed necessary under the circumstances, and in that connection we have examined, among other things, originals or copies of the following: (1) Intel Corporation Second Restated Certificate of Incorporation dated March 13, 2003 (incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q for the quarter ended March 29, 2003, as filed with the Commission on May 7, 2003); (2) Intel Corporation Bylaws as of June 17, 2005 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K as filed with the Commission on May 20, 2005; (3) The description of the Shares set forth under the caption "Description of Capital Stock" in the Company's registration statement on Form S-3, as amended, filed with the Commission on April 18, 1995, File No. 33-56107; GIBSON, DUNN & CRUTCHER LLP Intel Corporation June 17, 2005 Page 2 (4) The Plan; and (5) Such records of the corporate proceedings of the Company, such certificates and assurances from public officials, officers and representatives of the Company, and such other documents as we have considered necessary or appropriate for the purpose of rendering this opinion. In rendering the opinion expressed below, we have assumed: (a) The genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. With respect to agreements and instruments executed by natural persons, we have assumed the legal competency of such persons. (b) There are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Based upon our examination mentioned above, we are of the opinion that the Shares have been validly authorized for issuance and, when issued and sold in accordance with the terms set forth in the Plan and the payment therefore has been received, and when the Registration Statement has become effective under the Act, the Shares so issued will be validly issued and will be fully paid and nonassessable. The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions: A. Our opinions set forth herein are limited to the effect of the present corporate laws of the State of Delaware and to the present judicial interpretations thereof and to the facts as they presently exist. Although we are not admitted to practice in the State of Delaware, we are familiar with the Delaware General Corporation Law and have made such investigation thereof as we deemed necessary for the purpose of rendering the opinion contained herein. We assume no obligation to revise or supplement our opinions should the present laws, or the interpretation thereof, be changed or to revise or supplement these opinions in respect of any circumstances or events that occur subsequent to the date hereof. B. Our opinions set forth herein are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the enforcement of creditors' rights generally (including, without limitation, the effect of GIBSON, DUNN & CRUTCHER LLP Intel Corporation June 17, 2005 Page 3 statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, regardless of whether a matter is considered in a proceeding in equity or at law, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies. C. We express no opinion regarding the effectiveness of any waiver (whether or not stated as such) contained in the Plan of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity or any provision in the Plan relating to indemnification, exculpation or contribution. This opinion may be filed as an exhibit to the Registration Statement. Consent is also given to the reference to this firm under the caption "Legal Matters" in the prospectus contained in or incorporated by reference to the Registration Statement. In giving this consent, we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Gibson, Dunn & Crutcher LLP GIBSON, DUNN & CRUTCHER LLP EX-23.2 3 s8exh232.txt CONSENT OF ERNST & YOUNG Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Intel Corporation 2004 Equity Incentive Plan, of our reports dated February 15, 2005, with respect to the consolidated financial statements and schedule of Intel Corporation, Intel Corporation management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Intel Corporation, included in its Annual Report (Form 10-K) for the year ended December 25, 2004, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California June 14, 2005 -----END PRIVACY-ENHANCED MESSAGE-----