SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTEL CORPORATION
(Name of Subject Company (Issuer) and Filing Persons (Offeror))
Common stock, $0.001 par value
(Title of Class of Securities)
458140100
(CUSIP Number of Class of Securities (Underlying Common Stock))
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California
(408) 765-8080
Attention: Corporate Secretary
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW
Washington, DC 20036
(202) 955-8500
CALCULATION OF FILING FEE
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Transaction Valuation |
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Amount of Filing Fee* |
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N/A |
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N/A |
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Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection
with this filing as it relates solely to preliminary communications made before the
commencement of a tender offer. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: N/A
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Form or Registration No.: N/A |
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Filing Party: N/A
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Date Filed: N/A |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
On March 23, 2009, Intel Corporation (“Intel” or the “Company”) filed a Preliminary Proxy Statement
for the Annual Meeting of Stockholders of Intel to be held on May 20, 2009 (the “Preliminary Proxy
Statement”), which among other things contains a proposal to be submitted to the Company’s
stockholders to approve a stock option exchange program for employees other than the Company’s
named executive officers and directors (the “Proposed Stock Option Exchange Program”). In
connection with the Proposed Stock Option Exchange Program, Intel is herewith filing:
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Excerpts from Q&A with Brit Wittman, Director of
Executive Compensation and Corporate Compensation Design, for employees regarding the Proposed Stock
Option Exchange Program. |
Neither the Preliminary Proxy Statement nor the communications attached as exhibits to this
Schedule TO constitute an offer to holders of the Company’s outstanding stock options to exchange
those options. The Proposed Stock Option Exchange Program will only be commenced, if at all, if the
Company’s stockholders approve the Proposed Stock Option Exchange Program.
The Stock Option Exchange Program has not commenced and is conditioned upon stockholder approval.
Intel will
file a Tender Offer Statement with the Securities and Exchange
Commission (“SEC”) upon the commencement of the Stock Option Exchange
Program, which Intel option holders should read before participating in the program, as it will
contain important information. Intel option holders will be able to obtain the
written materials described above and other documents filed by the Company with the SEC free of
charge from the SEC’s website at www.sec.gov. In addition, option holders
may obtain free copies of the documents filed by Intel with the SEC by directing a written request
to: Intel Corporation, 2200 Mission College Boulevard, Santa Clara, California, 95054-1549,
Attention: Investor Relations.