UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 16, 2017
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 000-06217 | 94-1672743 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2200 Mission College Blvd., Santa Clara, California | 95054-1549 | |
| (Address of principal executive offices) | (Zip Code) |
(408)765-8080 |
| (Registrant’s telephone number, including area code) |
|
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On June 16, 2017, Intel Corporation (the “Company”) issued $600 million aggregate principal amount of 2.700% Senior Notes due 2024 (the “Notes”) pursuant to the terms of an underwriting agreement dated June 13, 2017 (the “Underwriting Agreement”) between the Company and Citigroup Global Markets Inc., as representative of the several underwriters named therein (the “Underwriters”). The aggregate principal amount of the Notes is $600 million, and the net proceeds from the offering are approximately $599 million, before expenses but after deducting the underwriting discount.
The Notes sold pursuant to the Underwriting Agreement were registered under the Company’s registration statement onForm S-3 filed on October 28, 2015 (FileNo. 333-207633) and were issued pursuant to an indenture between the Company and Wells Fargo Bank, National Association, as successor trustee (the “Trustee”), dated as of March 29, 2006 (the “Base Indenture”), as supplemented by the first supplemental indenture between the Company and the Trustee, dated as of December 3, 2007 (the “First Supplemental Indenture”), as further supplemented by the tenth supplemental indenture between the Company and the Trustee, dated as of June 16, 2017 with respect to the Notes (the “Tenth Supplemental Indenture”).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Tenth Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.1 hereto, Exhibit 4.4 toForm S-3 filed March 30, 2006, Exhibit 4.2.4 toForm 10-K filed February 20, 2008 and Exhibit 4.1 hereto, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of the 2.700% Senior Note due 2024, which is filed hereto as Exhibit 4.2 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed as part of this Report.
Exhibit Number | Description | |
1.1 | Underwriting Agreement, dated as of June 13, 2017, between Intel Corporation and Citigroup Global Markets Inc., as representative of the several underwriters named therein | |
4.1 | Tenth Supplemental Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | |
4.2 | Form of 2.700% Senior Note due 2024 | |
5.1 | Opinion of Gibson, Dunn and Crutcher LLP | |
23.1 | Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTEL CORPORATION | ||||
| (Registrant) | ||||
| Date: June 16, 2017 | /s/ Robert H. Swan | |||
| Robert H. Swan | ||||
| Executive Vice President and Chief Financial Officer | ||||
