UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 23, 2004
(Date of earliest event reported)
INTEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-06217 94-1672743
(State of (Commission File (IRS Employer
Incorporation) Number) Identification
Number)
2200 Mission College Blvd., Santa Clara, CA 95052-8119
(Address of Principal Executive Offices) (Zip Code)
(408) 765-8080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4c))
Item Other Events.
8.01
On December 23, 2004, Paul S. Otellini, President
and Chief Operating Officer of Intel Corporation
("Intel"), adopted pre-arranged stock trading plans
intended to satisfy Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended ("Exchange Act").
These plans relate to the sale of stock that may be
purchased upon the exercise of Intel stock options
that were previously granted in April 1995 and
April 1996, which expire in April 2005 and April
2006, respectively.
Mr. Otellini entered into two separate 10b5-1
trading plans. Pursuant to the first plan, a
brokerage firm may exercise Mr. Otellini's stock
options that were granted in April 1995, to the
extent not previously exercised, and then sell up
to 256,000 shares of Intel stock in March 2005.
Pursuant to the second plan, a brokerage firm may
exercise Mr. Otellini's stock options that were
granted in April 1996, to the extent not previously
exercised, and then sell up to 192,000 shares of
Intel stock in March 2006.
The plans will be implemented through the
brokerage firm of UBS Financial Services, Inc. The
transactions under the plans will only be executed
if the market price of Intel stock exceeds the
exercise price of the stock options (including
commissions). The transactions will be disclosed
publicly through Form 4 filings with the Securities
and Exchange Commission.
Under Rule 10b5-1, corporate insiders may adopt a
prearranged plan or contract for the sale of
company securities under specified conditions and
times. Using these plans, individuals can
prudently manage and diversify their investment
portfolios.
This information shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, nor
shall it be deemed incorporated by reference in any
disclosure document of Intel, except as shall be
expressly set forth by specific reference in such
document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INTEL CORPORATION
(Registrant)
By: /s/Cary I. Klafter
Cary I. Klafter
Date: December 28, 2004 Secretary