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