As filed with the Securities and Exchange Commission on April 25,
2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 (I.R.S. Employer
Incorporation or Organization) Identification Number)
2200 Mission College Blvd.
Santa Clara, California 95052-8119
(Address of Principal Executive Offices) (Zip Code)
Cognet,Inc. 1999 Stock Option/Stock Issuance Plan
As assumed by Intel Corporation
(Full title of the Plan)
F. THOMAS DUNLAP, JR.
Senior Vice President, General Counsel and Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, California 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
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to maximum maximum
securities be offering aggregate Amount of
to be registered price per offering registration
registered (1) share (2) price (2) fee (3)
---------- ---------- ---------- ---------- ----------
Common 1,010,000 $30.475 $30,779,750 $7,695
Stock par
value
$0.001 per
share
============================================================
(1) Pursuant to Rule 416(a), also covers additional securities
that may be offered as a result of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of determining the
registration fee.
(3) Calculated pursuant to Rule 457(c) based upon the average
of the high and low prices of the Common Stock on the
Nasdaq National Market on April 23, 2001 which was $30.475.
============================================================
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or "Registrant"), relating to 1,010,000 shares of its common
stock, par value $0.001 per share (the "Common Stock"), issuable
to eligible employees of the Company under the Cognet, Inc. 1999
Stock Option/Stock Issuance Plan as assumed by Intel Corporation
(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, 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 Annual Report on Form 10-K for the fiscal
year ended December 30, 2000;
(ii) The Company's Current Reports on Form 8-K, filed with
the Commission on January 17, 2001, March 12, 2001, and April
18, 2001; and
(iii)The description of the 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 Securities
Exchange Act of 1934, as amended (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 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.
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 Company 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 Company'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 Company 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 Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) 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 Company's Bylaws (the "Bylaws") provide that the Company
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 Company or
is or was serving at the request of the Company 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,
excise taxes and penalties under the Employee Retirement Income
Security Act of 1974, as amended, 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 Company
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 Company or brought to enforce
certain indemnification rights.
The Bylaws also provide that expenses incurred by an officer
or director of the Company (acting in his capacity as such) in
defending any such action, suit or proceeding shall be paid by
the Company, provided that if required by the DGCL such expenses
shall be advanced only upon delivery to the Company 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 Company. Expenses incurred by
other agents of the Company may be advanced upon such terms and
conditions as the Board of Directors of the Company deems
appropriate. Any obligation to reimburse the Company 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 Company may purchase and maintain
insurance to protect itself and any such person against any such
expenses, liability and loss, whether or not the Company 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 Company 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
Company as described above and assure directors and officers that
indemnification will continue to be provided despite future
changes in the Bylaws of the Company. The Company 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.
Unless otherwise indicated below as being incorporated by
reference to another filing of the Company with the Commission,
each of the following exhibits is filed herewith:
The following exhibits are filed herewith:
Exhibit No. Description
---------- -----------
4.1* Intel Corporation Restated Certificate of
Incorporation dated May 11, 1993, Certificate of
Amendment to the Restated Certificate of
Incorporation dated June 2, 1997 (incorporated by
reference to Exhibit 3.1 of Registrant's Form 10-K
as filed on March 27, 1998), and Certificate of
Amendment to the Restated Certificate of
Incorporation dated May 18, 2000 (incorporated by
reference to Exhibit 3.1 of Registrant's Form 10-Q
for the quarter ended July 1, 2000 as filed on
August 14, 2000).
4.2* Intel Corporation Bylaws as amended (incorporated
by reference to Exhibit 3.1 of Registrant's Form
10-Q for the quarter ended June 26, 1999 as filed
on August 2, 1999).
4.3* 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).
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained
in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent
Auditors.
24.1 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;
(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, 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 Company 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 the 25th day of
April, 2001.
INTEL CORPORATION
By:/s/F. Thomas Dunlap, Jr.
-----------------------------
F. Thomas Dunlap, Jr.
Senior 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 and Apr.25, 2001
Gordon E. Moore Director
/s/Andrew S. Grove Chairman of the Board Apr.25, 2001
Andrew S. Grove
/s/Craig R. Barrett President and Chief Apr.25, 2001
Craig R. Barrett Executive Officer
(Principal Executive
Officer)
/s/Andy D. Bryant Executive Vice President, Apr.25, 2001
Andy D. Bryant Principal Accounting and
Chief Financial Officer
and Enterprise Services
Officer (Principal
Financial and Accounting
Officer)
/s/John Browne Director Apr.25, 2001
John Browne
/s/Winston H. Chen Director Apr.25, 2001
Winston H. Chen
/s/D. James Guzy Director Apr.25, 2001
D. James Guzy
/s/David S. Pottruck Director Apr.25, 2001
David S. Pottruck
/s/Jane E. Shaw Director Apr.25, 2001
Jane E. Shaw
/s/Leslie L. Vadasz Director Apr.25, 2001
Leslie L. Vadasz
/s/David B. Yoffie Director Apr.25, 2001
David B. Yoffie
/s/Charles E. Young Director Apr.25, 2001
Charles E. Young
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained
in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (contained on signature page
hereto).
EXHIBIT 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
April 25, 2001
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Intel Corporation, a Delaware
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement")
with respect to the registration under the Securities Act of
1933, as amended, of 1,010,000 shares of Common Stock, $.001 par
value (the "Shares"), of the Company (the "Common Stock"),
subject to issuance by the Company upon exercise of options
granted under the Cognet, Inc. 1999 Stock Option/Stock Issuance
Plan, as assumed by the Company (the "Plan") pursuant to the
terms of the Agreement and Plan of Merger and Reorganization,
dated as of March 27, 2001, among the Company, Cognet, Inc. and
certain other parties thereto.
We have examined the originals or certified copies of such
corporate records, certificates of officers of the Company and/or
public officials and such other documents and have made such
other factual and legal investigations as we have deemed relevant
and necessary as the basis for the opinions set forth below. In
such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as conformed or photostatic copies and the
authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the
assumptions stated above and relying on the statements of fact
contained in the documents that we have examined, we are of the
opinion that (i) the issuance by the Company of the Shares has
been duly authorized and (ii) when issued in accordance with the
terms of the Plan, the Shares will be duly and validly issued,
fully paid and non-assessable shares of Common Stock.
We are admitted to practice in the State of California, and
are not admitted to practice in the State of Delaware. However,
for the limited purposes of our opinion set forth above, we are
generally familiar with the General Corporation Law of the State
of Delaware (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion
with respect to a Delaware corporation. This opinion letter is
limited to the laws of the State of California and, to the
limited extent set forth above, the DGCL, as such laws presently
exist and to the facts as they presently exist. We express no
opinion with respect to the effect or applicability of the laws
of any other jurisdiction. We assume no obligation to revise or
supplement this opinion letter should the laws of such
jurisdictions be changed after the date hereof by legislative
action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the
General Rules and Regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/GIBSON, DUNN & CRUTCHER LLP
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Cognet, Inc. 1999 Stock
Option/Stock Issuance Plan, as assumed by Intel Corporation, of
our reports dated January 15, 2001, with respect to the
consolidated financial statements of Intel Corporation
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 30, 2000 and the related financial
statement schedule included therein, filed with the Securities
and Exchange Commission.
/s/Ernst & Young LLP
San Jose, California
April 20, 2001