As filed with the Securities and Exchange Commission on July 17, 1996
Registration Statement No. 33-63489
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
2200 Mission College Blvd.
Santa Clara, California 95052-8119
(Address of Principal Executive Offices) (Zip Code)
INTEL CORPORATION 401(k) SAVINGS PLAN
INTEL CORPORATION SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
(Full title of the Plans)
F. Thomas Dunlap, Jr.
Vice President and Secretary
2200 Mission College Blvd.
Santa Clara, California 95052-8119
(408) 765-8080
(Name and address of agent for service)
(Telephone number, including area code,
of agent for service)
INTRODUCTION
The purpose of this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement")
of Intel Corporation, a Delaware corporation (the "Company" or
the "Registrant") is to file as an exhibit to the Registration
Statement the Amended and Restated Intel Corporation Sheltered
Employee Retirement Plan Plus (the "SERPLUS"), as amended and
restated effective July 15, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
__________________
* Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No./Description
4.1* Intel Corporation Sheltered Employee Retirement
Plan Plus, as amended and restated, effective
November 1, 1995.
4.1.1 Intel Corporation Sheltered Employee Retirement
Plan Plus, as amended and restated, effective July
15, 1996.
4.2* Intel Corporation Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of
Registrant's Form 10 Q for the quarter ended June
26, 1993 [Commission File No. 0 6217] as filed on
August 10, 1993).
4.3* Intel Corporation Bylaws as amended (incorporated
by reference to Exhibit 3.2 of Registrant's Form 10
Q for the quarter ended September 25, 1993
[Commission File No. 0 6217] as filed on November
9, 1993).
4.4* Agreement to Provide Instruments Defining the
Rights of Security Holders (incorporated by
reference to Exhibit 4.1 of Registrant's Form 10 K
[Commission File No. 0 6217] as filed on March 28,
1986).
4.5* Warrant Agreement dated as of March 1, 1993, as
amended, between the Registrant and Harris Trust
and Savings Bank (as successor Warrant Agent)
related to the issuance of 1998 Step-Up Warrants to
Purchase Common Stock of Intel Corporation
(incorporated by reference to Exhibit 4.6 of
Registrant's Form 10 K [Commission File No. 0 6217]
as filed on March 25, 1993), together with the
First Amendment to Warrant Agreement dated as of
October 18, 1993, the Second Amendment to Warrant
Agreement dated as of January 17, 1994
(incorporated by reference to Exhibit 4.4 of the
Registrant's Form 10 K [Commission File No. 0 6217]
as filed on March 25, 1994), and the Third
Amendment to Warrant Agreement dated as of May 1,
1995.
5.1* Legal Opinion of Gibson, Dunn & Crutcher.
5.2* Internal Revenue Service determination letter
regarding qualification of the Intel Corporation
401(k) Savings Plan under Section 401 of the
Internal Revenue Code.
23.1* Consent of Gibson, Dunn & Crutcher (contained in
Exhibit 5.1).
23.2 Consent of Independent Auditors.
24* Power of Attorney (contained on signature page
hereto).
________________
* Previously filed.
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 of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to
Registration Statement on Form S 8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on the 15th day of July, 1996.
By: INTEL CORPORATION
/s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
*/s/Gordon E. Moore Chairman of the Board July 15, 1996
Gordon E.Moore
*/s/Andrew S. Grove Principal Executive July 15, 1996
Andrew S. Grove Officer, President and
Director
*/s/Craig R. Barrett Executive Vice President, July 15, 1996
Craig R. Barrett Chief Operating Officer
and Direcator
*/s/Andy D. Bryant Vice President, Principal July 15, 1996
Andy D. Bryant Accounting and Chief
Financial Officer
*/s/Winston H. Chen Director July 15, 1996
Winston H. Chen
*/s/D. James Guzy Director July 15, 1996
D. James Guzy
*/s/Max Palevsky Director July 15, 1996
Max Palevsky
*/s/Arthur Rock Director July 15, 1996
Arthur Rock
*/s/Jane E. Shaw Director July 15, 1996
Jane E. Shaw
*/s/Leslie L. Vadasz Director July 15, 1996
Leslie L. Vadasz
*/s/David B. Yoffie Director July 15, 1996
David B. Yoffie
*/s/Charles E. Young Director July 15, 1996
Charles E. Young
*By: /s/F. Thomas Dunlap, Jr
F. Thomas Dunlap, Jr.
Attorney-in-Fact
The 401(k) Savings Plan. Pursuant to the requirements of the
Securities Act of 1933, the Intel Corporation 401(k) Savings Plan
has duly caused this Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on the 15th day of July, 1996.
INTEL CORPORATION 401(k) SAVINGS PLAN
By:
Name:
Title:
INDEX TO EXHIBITS
Sequentially
Exhibit No./Description Numbered Page
4.1* Intel Corporation Sheltered --
Employee Retirement Plan Plus,as
amended and restated, effective
November 1, 1995.
4.1.1 Intel Corporation Sheltered 7
Employee Retirement Plan Plus, as
amended and restated, effective
November 1, 1995.
4.2* Intel Corporation Certificate of --
Incorporation (incorporated by
reference to Exhibit 3.1 of
Registrant's Form 10 Q for the
quarter ended June 26, 1993
[Commission File No. 0 6217] as
filed on August 10, 1993).
4.3* Intel Corporation Bylaws as --
amended (incorporated by
reference to Exhibit 3.2 of
Registrant's Form 10 Q for the
quarter ended September 25, 1993
[Commission File No. 0 6217] as
filed on November 9, 1993).
4.4* Agreement to Provide Instruments --
Defining the Rights of Security
Holders (incorporated by
reference to Exhibit 4.1 of
Registrant's Form 10 K
[Commission File No. 0 6217] as
filed on March 28, 1986).
4.5* Warrant Agreement dated as of --
March 1, 1993, as amended,
between the Registrant and Harris
Trust and Savings Bank (as
successor Warrant Agent) related
to the issuance of 1998 Step-Up
Warrants to Purchase Common Stock
of Intel Corporation
(incorporated by reference to
Exhibit 4.6 of Registrant's Form
10 K [Commission File No. 0 6217]
as filed on March 25, 1993),
together with the First Amendment
to Warrant Agreement dated as of
October 18, 1993, the Second
Amendment to Warrant Agreement
dated as of January 17, 1994,
(incorporated by reference to
Exhibit 4.4 of Registrant's Form
10 K [Commission File No. 0 6217]
as filed on March 25, 1994), and
the Third Amendment to Warrant
Agreement dated as of May 1,
1995.
5.1* Legal Opinion of Gibson, Dunn & --
Crutcher.
5.2* Internal Revenue Service --
determination letter regarding
qualification of the Intel
Corporation 401(k) Savings Plan
under Section 401 of the Internal
Revenue Code.
23.1* Consent of Gibson, Dunn & --
Crutcher (contained in Exhibit
5.1).
23.2 Consent of Independent Auditors. 22
24* Power of Attorney (contained on
signature page hereto).
__________________
* Previously filed.