As filed with the Securities and Exchange Commission on January 23, 2020
RegistrationNo. 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 Number) |
| |
| 2200 Mission College Blvd. | | |
| Santa Clara, CA | | 95054-1549 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Intel Corporation 2006 Equity Incentive Plan
(Full Title of the Plan)
Susie Giordano
Corporate Vice President and Corporate Secretary
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, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“non-accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 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. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of securities to be registered | | Amount to be
Registered | | Proposed Maximum
Offering Price per Share | | Proposed Maximum
Aggregate Offering
Price | | Amount of
Registration
Fee (1) |
Common Stock, par value $0.001 per share, issuable under the Intel Corporation 2006 Equity Incentive Plan | | 80,000,000 shares (2) | | $59.20 (3) | | $4,736,000,000 (3) | | $614,732.80 |
|
|
| (1) | Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), at a rate equal to $129.80 per $1,000,000 of the proposed maximum aggregate offering price. |
| (2) | Pursuant to Rule 416 under the Securities Act, this Registration Statement shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”), of Intel Corporation (“Intel”) that may become issuable in respect of the securities identified in the above table to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
| (3) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, the offering price and aggregate offering price are based on a price of $59.20 per share, which price is an average of the high and low prices of Intel’s Common Stock as reported on the Nasdaq Global Select Market on January 15, 2020. |
