As filed with the Securities and Exchange Commission on April 4, 2001 Registration No. 333-_____ ------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- 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) Xircom, Inc. 1992 Stock Option Plan Xircom, Inc. 1995 Stock Option Plan Xircom, Inc. 1997 Patent Award Stock Option Plan Entrega Technologies, Inc. Stock Option Plan Xircom, Inc. 2000 Stock Option Plan, each as assumed by Intel Corporation (Full title of the Plans) 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: RICHARD S. MILLARD, ESQ. Weil, Gotshal & Manges LLP 2882 Sand Hill Road, Suite 280 Menlo Park, CA 94025 (650) 926-6200 ============================================================ CALCULATION OF REGISTRATION FEE ============================================================ 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 5,781,925 $26.03125 $150,510,736 $37,628 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 March 30, 2001 which was $26.03125. ============================================================ INTRODUCTION This Registration Statement on Form S-8 (this "Registration Statement") is filed by Intel Corporation, a Delaware corporation (the "Company" or "Registrant"), relating to 5,781,925 shares of its common stock, par value $0.001 per share (the "Common Stock"), issuable to eligible employees of the Company under the Xircom, Inc. 1992 Stock Option Plan, the Xircom, Inc. 1995 Stock Option Plan, the Xircom, Inc. 1997 Patent Award Stock Option Plan, the Entrega Technologies, Inc. Stock Option Plan and the Xircom, Inc. 2000 Stock Option Plan, each as assumed by the Company (the "Plans"). 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 and March 12, 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. In addition, 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 General Corporation Law of the State of Delaware (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. 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 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 Weil, Gotshal & Manges LLP. 23.1 Consent of Weil, Gotshal & Manges 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 3rd 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 April 3, 2001 Gordon E. Moore Director /s/Andrew S. Grove Chairman of the Board April 3, 2001 Andrew S. Grove /s/Craig R. Barrett President and Chief April 3, 2001 Craig R. Barrett Executive Officer (Principal Executive Officer) /s/Andy D. Bryant Executive Vice President, April 3, 2001 Andy D. Bryant Principal Accounting and Chief Financial Officer and Enterprise Services Officer (Principal Financial and Accounting Officer) /s/John Browne Director April 3, 2001 John Browne /s/Winston H. Chen Director April 3, 2001 Winston H. Chen /s/D. James Guzy Director April 3, 2001 D. James Guzy /s/David S. Pottruck Director April 3, 2001 David S. Pottruck /s/Jane E. Shaw Director April 3, 2001 Jane E. Shaw /s/Leslie L. Vadasz Director April 3, 2001 Leslie L. Vadasz /s/David B. Yoffie Director April 3, 2001 David B. Yoffie /s/Charles E. Young Director April 3, 2001 Charles E. Young INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 5.1 Legal Opinion of Weil, Gotshal & Manges LLP. 23.1 Consent of Weil, Gotshal & Manges 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 Weil, Gotshal & Manges LLP] April 2, 2001 Intel Corporation 2200 Mission College Boulevard Santa Clara, California 95052 Ladies and Gentlemen: We have acted as counsel to Intel Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the registration of 5,781,925 shares (the "Shares") of common stock, par value $0.001 per share of the Company subject to issuance by the Company upon exercise of options granted under the Xircom, Inc. 1992 Stock Option Plan, the Xircom, Inc. 1995 Stock Option Plan, the Xircom, Inc. 1997 Patent Award Stock Option Plan, the Entrega Technologies, Inc. Stock Option Plan and the Xircom, Inc. 2000 Stock Option Plan (the "Plans"), each as assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated January 15, 2001, by and among Xircom Inc., a California corporation, the Company and ESR Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Plans and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Plans, will be validly issued, fully paid and non- assessable. We hereby consent to the use of this letter as an exhibit to the Registration Statement. Very truly yours, /s/WEIL, GOTSHAL & MANGES 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 Xircom, Inc. 1992 Stock Option Plan, the Xircom, Inc. 1995 Stock Option Plan, the Xircom, Inc. 1997 Patent Award Stock Option Plan, the Entrega Technologies, Inc. Stock Option Plan, and the Xircom, Inc. 2000 Stock Option Plan, each 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 2, 2001