As filed with the Securities and Exchange Commission on June 17,
2005
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INTEL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-1672743
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054-8119
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(Address of Principal Executive Offices) (Zip Code)
INTEL CORPORATION 2004 EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
CARY I. KLAFTER, ESQ.
VICE PRESIDENT AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054-8119
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(Name and Address of Agent for Service)
(408) 765-8080
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
RONALD O. MUELLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W. SUITE 300
WASHINGTON, DC 20036
(202) 955-8500
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
Each Class be Maximum Maximum Registration
of Registered Offering Aggregate Fee (3)
Securities (1) Price Per Offering Price
to be Share (2) (2)
Registered
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Common
Stock, par 130,000,000 $26.92 $3,499,600,000 $411,902.92
value shares
$0.001 per
share
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration
Statement shall also cover any additional shares of
Registrant's common stock in respect of the securities
identified in the above table as a result of any stock
dividend, stock split, recapitalization or other similar
transaction.
(2) Estimated solely for the purpose of calculating the
registration fee.
(3) Calculated pursuant to Rule 457(c) and Rule 457(h) under
the Securities Act based upon the average of the high and
low prices of the Common Stock on the Nasdaq National
Market on June 14, 2005, which was $26.92.
EXPLANATORY NOTE
This Registration Statement relates to the registration of
additional securities under the Intel Corporation 2004 Equity
Incentive Plan (the "Plan"). In accordance with General
Instruction E to Form S-8, the contents of the previous
Registration Statement on Form S-8, Commission File No. 333-
115625, filed by Intel Corporation on May 19, 2004 with the
Securities and Exchange Commission (the "Commission") related to
the Plan are incorporated herein by reference and made part of
this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Unless otherwise indicated below as being
incorporated by reference to another filing of Intel Corporation
with the Commission, each of the following exhibits is filed
herewith:
Exhibit No. Exhibit Description
4.2* Intel Corporation Bylaws, as amended,
(incorporated by reference to Exhibit 3.1 of the
Corporation's Form 8-K, as filed with the
Commission on May 20, 2005, File No. 000-06217).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm.
24. Power of Attorney (contained on
signature page hereto).
*Incorporated by reference
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant 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, thereunto duly authorized, in the
City of Santa Clara, State of California, on this 17th day of
June, 2005.
INTEL CORPORATION
By: /s/ Andy D. Bryant
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Andy D. Bryant
Executive Vice President,
Chief Financial and
Enterprise Services Officer
Each person whose signature appears below constitutes and
appoints D. Bruce Sewell, Andy D. Bryant, and Cary I. Klafter 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.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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 date indicated.
Signature Title Date
/s/ Craig R. Barrett Chairman of the Board and June 17, 2005
Craig R. Barrett Director
/s/ Paul S. Otellini President, Chief Executive June 17, 2005
Paul S. Otellini Officer and Director
/s/ Charlene Barshefsky Director June 17, 2005
Charlene Barshefsky
/s/ E. John P. Browne Director June 17, 2005
E. John P. Browne
/s/ Andy D. Bryant Executive Vice President, June 17, 2005
Andy D. Bryant Chief Financial officer
and Principal Accounting
Officer
Director
D. James Guzy
/s/ Reed E. Hundt Director June 17, 2005
Reed E. Hundt
/s/ David S. Pottruck Director June 17, 2005
David S. Pottruck
/s/ Jane E. Shaw Director June 17, 2005
Jane E. Shaw
/s/ John L. Thornton Director June 17, 2005
John L. Thornton
/s/ David B. Yoffie Director June 17, 2005
David B. Yoffie
EXHIBIT INDEX
Exhibit No. Exhibit Description
4.2* Intel Corporation Bylaws, as amended,
(incorporated by reference to Exhibit 3.1 of the
Corporation's Form 8-K, as filed with the
Commission on May 20, 2005, File No. 000-06217).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm.
24. Power of Attorney (contained on
signature page hereto).
*Incorporated by reference