S-8 POS 1 s8intelprplan.txt FORM S-8 POST-EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on December 22, 2005 Registration No. 333-20951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 2 TO 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 95054-1549 ---------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) INTEL PUERTO RICO RETIREMENT SAVINGS PLAN ----------------------------------------------------- (Full Title of the Plan) CARY I. KLAFTER, ESQ. VICE PRESIDENT AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA 95054-1549 ---------------------------------------------------- (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 EXPLANATORY NOTE Intel Corporation ("Intel") registered 50,000 shares of its common stock for issuance under the Intel Puerto Rico Retirement Savings Plan (the "Plan") pursuant to a Registration Statement on Form S-8 (File No. 333-20951) filed with the Securities and Exchange Commission ("SEC") on February 3, 1997 and Post Effective Amendment No. 1 to the Registration Statement on Form S- 8 filed with the SEC on November 19, 1998. Under the Registration Statement, the Plan also registered an indeterminate number of Plan interests. This Post-Effective Amendment No. 2 is being filed to deregister all Plan interests and the shares of Intel common stock reserved for issuance under the Plan that have not yet been issued. Accordingly, Intel hereby withdraws from registration under the Registration Statement of Form S-8 all Plan interests and the shares of its common stock that have not been and will not be issued under the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 2 to the 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 22nd day of December, 2005. INTEL CORPORATION By: /s/ Andy D. Bryant --------------------------- Andy D. Bryant Executive Vice President, Chief Financial and Enterprise Services Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date * December 22, Chairman of the Board and 2005 Craig R. Barrett Director December 22, /s/ Paul S. Otellini President, Chief Executive 2005 Paul S. Otellini Officer and Director Director Charlene Barshefsky * December 22, Director 2005 E. John P. Browne December 22, /s/ Andy D. Bryant Executive Vice President, 2005 Andy D. Bryant Chief Financial officer and Principal Accounting Officer * December 22, Director 2005 D. James Guzy Director Reed E. Hundt Director James D. Plummer Director David S. Pottruck * December 22, Director 2005 Jane E. Shaw Director John L. Thornton * December 22, Director 2005 David B. Yoffie * By: /s/ Andy D. Bryant -------------------- Name: Andy D. Bryant Title: Attorney-in-Fact The Plan. Pursuant to the requirements of the Securities Act of 1933, the Intel Puerto Rico Retirement Savings Plan 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 December 22, 2005. INTEL PUERTO RICO RETIREMENT SAVINGS PLAN By: /s/ Andy D. Bryant Andy D. Bryant Executive Vice President, Chief Financial Officer and Principal Accounting Officer