S-8

As filed with the Securities and Exchange Commission on April 28, 2022

Registration No. 333-

UNITED STATES

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 incorporation or organization)	(I.R.S. Employer Identification No.)
2200 Mission College Blvd.
Santa Clara, CA	95054-1549
(Address of Principal Executive Offices)	(Zip Code)

Intel Corporation Sheltered Employee Retirement Plan Plus

(Full title of the plan)

Susie Giordano

Corporate Vice President, Corporate Secretary, and Interim General Counsel

2200 Mission College Boulevard

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.

Washington, DC 20036-5306

(202) 955-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

Explanatory Note

This Registration Statement on Form S-8 is filed by Intel Corporation (“Intel”) relating to $800,000,000 of unsecured obligations of Intel to pay deferred compensation in the future (the “Obligations”) in accordance with the terms of Intel’s Sheltered Employee Retirement Plan Plus (the “SERPLUS”), which Obligations are in addition to (i) the $245,000,000 of Obligations registered on Intel’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 18, 1995 (Commission File No. 033-63489), (ii) the $200,000,000 of Obligations registered on Intel’s Form S-8 filed on November 19, 1998 (Commission File No. 333-67537), (iii) the $400,000,000 of Obligations registered on Intel’s Form S-8 filed on April 5, 2007 (Commission File No. 333-141905), (iv) the $400,000,000 of Obligations registered on Intel’s Form S-8 filed on February 2, 2011 (Commission File No. 333-172024), (v) the $600,000,000 of Obligations registered on Intel’s Form S-8 filed on October 28, 2013 (Commission File No. 333-191956), and (vi) the $800,000,000 of Obligations registered on Intel’s Form S-8 filed on June 13, 2019 (Commission File No. 333-232093) (collectively, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of the Obligations, 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.

Exhibit No.	Description
4.1*	Intel Corporation Third Restated Certificate of Incorporation dated May  17, 2006 (incorporated by reference to Exhibit 3.1 of Intel’s Current Report on Form 8-K as filed on May 22, 2006, Commission File No. 000-06217).
4.2*	Intel Corporation Bylaws, as amended and restated on March  10, 2021 (incorporated by reference to Exhibit 3.2 of Intel’s Current Report on Form 8-K as filed on March 16, 2021, Commission File No. 000-06217).
5.1	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 Registered Public Accounting Firm.
24.1	Power of Attorney (included in signature page hereto).
99.1*	Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated effective January  1, 2009 (incorporated by reference to Exhibit 99.1 of Intel’s Registration Statement on Form S-8 as filed on February 2, 2011, Commission File No.  333-172024).
107	Filing Fee Table.

* Incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 28th day of April, 2022.

INTEL CORPORATION
By:	/s/ David Zinsner
	David Zinsner
	Executive Vice President, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer

Each person whose signature appears below constitutes and appoints David Zinsner and Susie Giordano, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, severally, for him or her and in his or her 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 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 connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

/s/ PATRICK P. GELSINGER	/s/ DAVID ZINSNER
Patrick P. Gelsinger Chief Executive Officer, Director and Principal Executive Officer April 28, 2022	David Zinsner Executive Vice President, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer April 28, 2022
/s/ JAMES J. GOETZ	/s/ DR. TSU-JAE KING LIU
James J. Goetz Director April 28, 2022	Dr. Tsu-Jae King Liu Director April 28, 2022
/s/ DR. ANDREA J. GOLDSMITH	/s/ GREGORY D. SMITH
Andrea J. Goldsmith Director April 28, 2022	Gregory D. Smith Director April 28, 2022
/s/ ALYSSA HENRY	/s/ DION J. WEISLER
Alyssa Henry Director April 28, 2022	Dion J. Weisler Director April 28, 2022
/s/ DR. OMAR ISHRAK	/s/ FRANK D. YEARY
Dr. Omar Ishrak Chairman of the Board and Director April 28, 2022	Frank D. Yeary Director April 28, 2022
/S/ DR. RISA LAVIZZO-MOUREY
Dr. Risa Lavizzo-Mourey Director April 28, 2022

EX-5.1

Exhibit 5.1

Gibson, Dunn & Crutcher LLP   1050 Connecticut Avenue, N.W. Washington, DC 20036-5306 Tel 202.955.8500 www.gibsondunn.com

April 28, 2022

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA 95054-1549

Re: Registration of $800,000,000 of Unsecured Obligations to Pay Deferred Compensation in the Future Pursuant to the Intel Corporation Sheltered Employee Retirement Plan Plus

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Intel Corporation, a Delaware corporation (the “Corporation”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration by the Corporation of $800,000,000 of unsecured obligations of the Corporation to pay deferred compensation in the future (the “Obligations”) in accordance with the Corporation’s Sheltered Employee Retirement Plan Plus, as amended and restated (the “Plan”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plan and such other documents, corporate records, certificates of officers of the Corporation and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Corporation 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 the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Obligations being offered under the Plan, when issued in accordance with the terms set forth in the Plan, and when the Registration Statement has become effective under the Securities Act, will be valid and binding obligations of the Corporation, enforceable in accordance with their terms.

This opinion is subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

Intel Corporation

April 28, 2022

Page 2

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.

Further, we render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Intel Corporation Sheltered Employee Retirement Plan Plus of our reports dated January 26, 2022 with respect to the consolidated financial statements of Intel Corporation, 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, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

April 28, 2022

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

Intel Corporation

(Exact Name of Registrant as Specified in its Charter)

TABLE 1 – NEWLY REGISTERED SECURITIES

Security type	Security class title	Fee calculation rule	Amount registered		Proposed maximum offering price per unit			Maximum aggregate offering price		Fee rate		Amount of registration fee(1)
Other	Intel Corporation Sheltered Employee Retirement Plan Plus(2)	Section 6(b)	$	800,000,000		100	%	$	800,000,000	$	92.70	$	74,160.00
Total Offering Amounts								$	800,000,000			$	74,160.00
Total Fee Offsets												$	0
Net Fee Due												$	74,160.00

(1) Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), at a rate equal to $92.70 per $1,000,000 of the proposed maximum aggregate offering price.

(2) The Intel Corporation Sheltered Employee Retirement Plan Plus obligations are unsecured obligations of Intel to pay deferred compensation in the future in accordance with the terms of the Intel Corporation Sheltered Employee Retirement Plan Plus.