As filed with the Securities and Exchange Commission on February
3, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2200 Mission College Blvd. 95052-8119
Santa Clara, CA (Zip Code)
(Address of Principal Executive Offices)
Intel Puerto Rico Retirement Savings Plan
(Full Title of the Plan)
F. Thomas Dunlap, Jr.
Vice President and Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
(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, NW, Suite 900
Washington, DC 20036
(202) 955-8500
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee (3)
Registered Price Per Offering
(1) Share Price (2)
Common
Stock, par 50,000 $150.75 $7,537,500 $2,284.09
value
$0.001 per
share
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) Estimated solely for the purpose of determining the
registration fee.
(3) Calculated pursuant to Rule 457(h)(1) of the Securities Act of
1933, as amended, based upon the average of the high and low
prices of such stock on the Nasdaq National Market which, on
January 27, 1997, was $150.75 per share.
II.1
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Corporation") and the
Intel Puerto Rico Retirement Savings Plan (the "Plan"), relating
to 50,000 shares of the Corporation's common stock, par value
$0.001 per share (the "Common Stock"), to be offered and sold to
accounts of eligible employees of Intel Puerto Rico, Inc., a
California corporation ("Intel Puerto Rico"), under the Plan, as
well as to interests in the Plan. Intel Puerto Rico is the
"named fiduciary," the "administrator" and the "plan sponsor" of
the Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Corporation heretofore filed with
the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference:
(1) The Corporation's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Securities Act"), that contains
audited financial statements for the Corporation's latest
fiscal year for which such statements have been filed;
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by Corporation's latest annual report or prospectus referred
to in (1) above;
(3) The description of the Common Stock set forth under the
caption "Description of Capital Stock" in the Corporation's
registration statement on Form S-3, as amended, filed with
the Commission on April 18, 1995, File No. 33-56107,
together with any amendment or report filed with the
Commission for the purpose of updating such description.
All reports and other documents subsequently filed by the
Corporation or by the Plan pursuant to Sections 13(a) and (c), 14
and 15(d) of the Exchange Act (including the Plan's latest annual
report) prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
reports and documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is
II.2
deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
makes provision for the indemnification of officers and directors
of corporations in terms sufficiently broad to indemnify the
officers and directors of the Corporation under certain
circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act of 1933, as
amended (the "Act"). Section 102(b)(7) of the DGCL permits a
corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
As permitted by the DGCL, the Corporation's Certificate of
Incorporation (the "Charter") provides that, to the fullest
extent permitted by the DGCL or decisional law, no director shall
be personally liable to the Corporation or to its stockholders
for monetary damages for breach of his fiduciary duty as a
director. The effect of this provision in the Charter is to
eliminate the rights of the Corporation and its stockholders
(through stockholders' derivative suits on behalf of the
Corporation) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including
breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv),
inclusive, above. These provisions will not alter the liability
of directors under federal securities laws.
The Corporation's Bylaws (the "Bylaws") provide that the
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other corporation or
enterprise (including an employee benefit plan), against all
expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes and penalties, and amounts
paid or to be paid in settlement, and any interest, assessments,
or other charges imposed thereof, and any taxes imposed on such
person as a result of such payments) reasonably incurred or
suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in such action,
suit or proceeding, to the fullest extent authorized by the DGCL,
provided that the Corporation shall indemnify such person in
connection with any such action, suit or proceeding initiated by
such person only if authorized by the Board of Directors of the
Corporation or brought to enforce certain indemnification rights.
The Bylaws also provide that expenses incurred by an officer or
director of the Corporation (acting in his capacity as such) in
defending any such action, suit or proceeding shall be paid by
the Corporation, provided that if required by the DGCL such
expenses shall be advanced only upon delivery to the Corporation
of an undertaking by or on behalf of such director or officer to
repay such amount if it shall
II.3
ultimately be determined that he is not entitled to be
indemnified by the Corporation. Expenses incurred by other
agents of the Corporation may be advanced upon such terms and
conditions as the Board of Directors of the Corporation deems
appropriate. Any obligation to reimburse the Corporation for
expenses advanced under such provisions shall be unsecured and no
interest shall be charged thereon.
The Bylaws also provide that indemnification provided for in the
Bylaws shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that any right of
indemnification or protection provided under the Bylaws shall not
be adversely affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any such
expenses, liability and loss, whether or not the Corporation
would have the power to indemnify such person against such
expenses, liability or loss under the DGCL or the Bylaws.
In addition to the above, the Corporation has entered into
indemnification agreements with each of its directors and certain
of its officers. The indemnification agreements provide
directors and officers with the same indemnification by the
Corporation as described above and assure directors and officers
that indemnification will continue to be provided despite future
changes in the Bylaws of the Corporation. The Corporation also
provides indemnity insurance pursuant to which officers and
directors are indemnified or insured against liability or loss
under certain circumstances, which may include liability or
related loss under the Securities Act and the Exchange Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
4.1 Intel Corporation Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 of Corporation's Form 10-Q for
the quarter ended June 26, 1993 (File No. 0-6217) as filed
on August 10, 1993).
4.2 Intel Corporation Bylaws as amended.
4.3 Agreement to Provide Instruments Defining the Rights of
Security Holders (incorporated by reference to Exhibit 4.1
of Corporation's Form 10-K (File No. 0-6217) as filed on
March 28, 1986).
4.4 Warrant Agreement dated as of March 1, 1993, as amended,
between the Corporation 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
Corporation's Form 10-K (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
Corporation's Form 10-K (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 Internal Revenue Service determination letter, dated
December 10, 1992, regarding qualification of the Intel
Puerto Rico Retirement Savings Plan under Section 401 of the
Internal Revenue Code or 1986, as amended.
5.2 Treasury Department (Puerto Rico) determination letter,
dated May 11, 1993, regarding qualification of the Intel
Puerto Rico Retirement Savings Plan under Section 1165 of
the Puerto Rico Internal Revenue Code of 1994, as amended.
II.4
23.1 Consent of Independent Auditors.
24. Power of Attorney (contained on signature page hereto).
Item 9. Undertakings.
(1) The undersigned Corporation hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii)To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Corporation pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(2) The undersigned Corporation hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Corporation's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Corporation pursuant to the
foregoing provisions, or otherwise, the Corporation has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities
II.5
(other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling
person of the Corporation in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Corporation will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Registration Statement to be signed on its
behalf by the undersigned, there-unto duly authorized, in the
City of Santa Clara, State of California, on this 29th day of
January, 1997.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
Each person whose signature appears below constitutes and
appoints F. Thomas Dunlap, Jr. and Andy D. Bryant, and each of
them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, severally, for him
and in his 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 Securities and Exchange 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 and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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 Jan.15,1997
Gordon E. Moore
/s/Andrew S. Grove Principal Executive Officer, Jan.15,1997
Andrew S. Grove President and Director
(Principal Executive Officer)
/s/Craig R. Barrett Executive Vice President, Jan.15,1997
Craig R. Barrett Chief Operating Officer and
Director
/s/Andy D. Bryant Vice President, Principal Jan.15,1997
Andy D. Bryant Accounting and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
John Browne Director
/s/Winston H. Chen Director Jan.15,1997
Winston H. Chen
/s/D. James Guzy Director Jan.15,1997
D. James Guzy
/s/Max Palevsky Director Jan.15,1997
Max Palevsky
/s/Arthur Rock Director Jan.15,1997
Arthur Rock
/s/Jane E. Shaw Director Jan.15,1997
Jane E. Shaw
/s/Leslie L. Vadasz Director Jan.15,1997
Leslie L. Vadasz
/s/David B. Yoffie Director Jan.15,1997
David B. Yoffie
/s/Charles E. Young Director Jan.15,1997
Charles E. Young
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] [Commonwealth of Puerto Rico], on
this 29th day of January, 1997.
INTEL PUERTO RICO RETIREMENT
SAVINGS PLAN
By: /s/Arvind Sodhani
Name: Arvind Sodhani
Title: Treasurer
EXHIBIT INDEX
Exhibit
Number Description
4.2 Intel Corporation Bylaws as amended.
5.1 Internal Revenue Service determination letter, dated
December 10, 1992, regarding qualification of the Intel
Puerto Rico Retirement Savings Plan under Section 401
of the Internal Revenue Code of 1986, as amended.
5.2 Treasury Department (Puerto Rico) determination letter,
dated May 11, 1993, regarding qualification of the
Intel Puerto Rico Retirement Savings Plan under Section
1165 of the Puerto Rico Internal Revenue Code of 1994,
as amended.
23.1 Consent of Independent Auditors.