UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report: December 13, 2005
(Date of earliest event reported)
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-06217 94-1672743
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2200 Mission College Blvd., Santa Clara, 95054-1549
California
(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 (see General
Instruction A.2 below):
[ ] 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 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
Item 3.02 Unregistered Sales of Equity Securities.
Item 8.01 Other Events.
Although the company is filing the below information
regarding the creation of a direct financial
obligation under Item 2.03 on Form 8-K, the company
does not believe and this filing is not an admission
that the direct financial obligation reported hereby
is material to the company. In addition, the
company is filing the below information under Item
3.02 although the number of shares of common stock of
the company initially issuable upon conversion of the
below described debentures constitutes less than 1%
of the number of shares outstanding of the common
stock of the company.
On December 13, 2005, the company agreed to sell to
an initial purchaser an offering of $1.4 billion
principal amount of 2.95% junior subordinated
convertible debentures due December 15, 2035. The
company granted the initial purchaser an option to
purchase up to an additional $200 million principal
amount of debentures, which option was exercised on
December 14, 2005. The initial purchaser will sell
the debentures solely to qualified institutional
buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. The sale of $1.6 billion
principal amount of debentures closed on December 16,
2005. The aggregate offering price of the debentures
was $1.6 billion and the aggregate initial
purchaser's discount was $17,250,000.
The debentures will be initially convertible, subject
to certain conditions, into shares of the company's
common stock at a conversion rate of 31.7162 shares
of common stock per $1,000 principal amount of
debentures, representing an initial effective
conversion price of approximately $31.53 per share.
The initial conversion price represents a premium of
18% to the closing price of the company's common
stock on December 13, 2005, which was $26.72 per
share. The conversion rate will be subject to
adjustment in some events but will not be adjusted
for accrued interest. In addition, the conversion
rate will increase for a holder who elects to convert
its debentures in connection with certain fundamental
changes.
The debentures will pay interest semiannually through
maturity and will be convertible upon the occurrence
of specified events into shares of the company's
common stock. In addition to regular interest,
beginning on December 15, 2010, contingent interest
will accrue during any interest period in which the
average trading price of a debenture for specified
periods is greater than or equal to $1,300 per $1,000
principal amount of the debentures or is less than or
equal to a threshold initially
set at $800 per $1,000
principal amount of the debentures and that will
increase over time. The company may also defer the
payment of interest on the debentures for a period
not exceeding 10 consecutive semi-annual interest
periods for so long as the company is not in default
in the payment of interest on the debentures.
The debentures will be redeemable at the company's
option at any time on or after December 15, 2012 for
cash at a redemption price of 100% of the principal
amount of the debentures, plus accrued but unpaid
interest, if the price of a share of the company's
common stock has been at least 130% of the conversion
price then in effect for specified periods. Holders
may require the company to repurchase all or a
portion of the debentures for cash at a purchase
price of 100% of the principal amount of the
debentures, plus accrued and unpaid interest, upon
certain events constituting a fundamental change. In
addition, on or prior to June 12, 2006, the company
may redeem all or part of the debentures for cash at
a premium if certain U.S. federal tax legislation,
regulations or rules are enacted or are issued.
The debentures are the company's unsecured junior
obligations subordinated in right of payment to the
company's existing and future senior debt and
effectively subordinated in right of payment to all
indebtedness and other liabilities of the company's
subsidiaries.
SIGNATURES
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)
Date: December 16, 2005 By: /s/ Cary I. Klafter
----------------------
Cary I. Klafter
Secretary