As filed with the Securities and Exchange Commission on February
2, 1998
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 Corporation Special Deferred Compensation Plan
(Full Title of the Plan)
F. THOMAS DUNLAP, JR.
Vice President, General Counsel 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 be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registration
be Registered (1) Offering Aggregate Fee (3)
(1) Price Per Offering
Share Price (2)
- ----------- ----------- -------- ----------- ---------
Intel
Corporation $10,000,000 100% $10,000,000 $2,950.00
Special
Deferred
Compensation
Plan
Obligations
(1)
(1) The Intel Corporation Special Deferred Compensation Plan
Obligations are unsecured obligations of Intel Corporation
to pay deferred compensation in the future in accordance
with the terms of the Intel Corporation Special Deferred
Compensation Plan.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Company", "Corporation"
or the "Registrant"), relating to $10,000,000 of unsecured
obligations of the Company to pay deferred compensation in the
future (the "Obligations") in accordance with the terms of the
Company's Special Deferred Compensation Plan (the "SDC Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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.
Item 2. Registrant Information and Employee Plan Annual
Information.
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 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference and made a
part hereof:
(i) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 28, 1996;
(ii) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the Annual
Report referred to in (i) above; and
(iii)The description of the Company's Common Stock contained in
Amendment No. 1 to the Company's Registration Statement on
Form S-3 (Registration No. 33-56107), filed with the
Commission on April 18, 1995, including any amendment or
report filed for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto, which indicates that
all securities offered hereunder
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have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified
or superseded to the extent that a subsequently filed document or
a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by
reference modifies or supersedes such document or such statement
in such document. 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.
$10,000,000 of SDC Plan Obligations are being registered under
this Registration Statement to be offered to certain eligible
employees of the Company pursuant to the SDC Plan. The
Obligations are general unsecured obligations of the Company to
pay deferred compensation in the future in accordance with the
terms of the SDC Plan from the general assets of the Company, and
rank 'pari passu' with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
The amount credited to the account of each participant
("Participant") in the SDC Plan is determined in accordance with
the Deferred Compensation Agreement entered into between the
Company and such Participant, as adjusted from time to time to
reflect credited investment return or loss. Obligations in an
amount equal to each Participant's deferral account under the
Plan will be payable upon the Participant's termination or
retirement or on such earlier or later distribution date as may
be elected by the Participant under the Plan and the
Participant's Deferred Compensation Agreement, either in an
immediate lump-sum distribution or, upon the election of a
Participant, in installments over a five-year period.
Under the SDC Plan, Obligations for each Participant will be
credited investment return or loss based on the performance of
such investment media as the Participant shall have elected from
among those designated from time to time by the Company (which
may include Intel stock). The value of a Participant's SDC Plan
Obligations will be credited with investment gains or losses
accordingly.
A Participant's SDC Plan Obligations cannot be alienated, sold,
transferred, assigned, pledged, attached or otherwise encumbered
by the Participant, and pass only to a survivor beneficiary under
the SDC Plan, or by will or the laws of descent and distribution,
or pursuant to a qualified order which recognizes the rights of a
spouse or former spouse to share in such Obligations.
The Obligations are not subject to redemption, in whole or in
part, prior to the termination, retirement or death of the
Participant. However, the Company reserves the right to amend or
terminate the SDC Plan at any time, except that no such amendment
or termination shall adversely affect a Participant's right to
Obligations in the amount of the Participant's SDC Plan accounts
as of the date of such amendment or termination.
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The Obligations are not convertible into any other security of
the Company. The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on
the part of the Company. No trustee has been appointed having
the authority to take action with respect to the Obligations and
each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments
pertaining to the Obligations, enforcing covenants and taking
action upon a default.
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
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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 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.
Exhibit Description
No.
4.1 Intel Corporation Special Deferred Compensation Plan
II-5
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 4.2 of Registrant's Form S-8 as
filed on February 3, 1997).
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), the Third Amendment to
Warrant Agreement dated as of May 1, 1995 (incorporated
by reference to Exhibit 4.2 of the Registrant's Form 10-
K as filed on March 29, 1996), and the Fourth Amendment
to Warrant Agreement dated as of May 21, 1997
(incorporated by reference to Exhibit 4.2 of the
Registrant's Form 10-Q as filed on August 11, 1997).
5.1 Legal Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney (contained on signature page hereto).
* Incorporated by reference
Item 9. Undertakings.
(1) The undersigned Registrant 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;
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(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 Registrant 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 Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant'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 Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant 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 (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director,
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officer or controlling person in connection with the
securities being registered, the Registrant 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 31st day of
December, 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 Emeritus Dec. 31, 1997
Gordon E. Moore
/s/Andrew S. Grove Principal Executive Officer, Dec. 31, 1997
Andrew S. Grove Chairman of the Board and
Director (Principal
Executive Officer)
/s/Craig R. Barrett President, Chief Operating Dec. 31, 1997
Craig R. Barrett Officer and Director
/s/Andy D. Bryant Vice President, Principal Dec. 31, 1997
Andy D. Bryant Accounting and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/John Browne Director Dec. 31, 1997
John Browne
/s/Winston H. Chen Director Dec. 31, 1997
Winston H. Chen
/s/D. James Guzy Director Dec. 31, 1997
D. James Guzy
/s/Arthur Rock Director Dec. 31, 1997
Arthur Rock
Director
Jane E. Shaw
/s/Leslie L. Vadasz Director Dec. 31, 1997
Leslie L. Vadasz
/s/David B. Yoffie Director Dec. 31, 1997
David B. Yoffie
/s/Charles E. Young Director Dec. 31, 1997
Charles E. Young
EXHIBIT INDEX
Exhibit Description
No.
4.1 Intel Corporation Special Deferred Compensation Plan
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 4.2 of Registrant's Form S-8 as
filed on February 3, 1997).
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), the Third Amendment to
Warrant Agreement dated as of May 1, 1995 (incorporated
by reference to Exhibit 4.2 of the Registrant's Form 10-
K as filed on March 29, 1996), and the Fourth Amendment
to Warrant Agreement dated as of May 21, 1997
(incorporated by reference to Exhibit 4.2 of the
Registrant's Form 10-Q as filed on August 11, 1997).
5.1 Legal Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney (contained on signature page hereto).
* Incorporated by reference