As filed with the Securities and Exchange Commission on July 17, 1996 Registration Statement No. 33-63489 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (I.R.S. Employer of incorporation or organization) Identification No.) 2200 Mission College Blvd. Santa Clara, California 95052-8119 (Address of Principal Executive Offices) (Zip Code) INTEL CORPORATION 401(k) SAVINGS PLAN INTEL CORPORATION SHELTERED EMPLOYEE RETIREMENT PLAN PLUS (Full title of the Plans) F. Thomas Dunlap, Jr. Vice President and Secretary 2200 Mission College Blvd. Santa Clara, California 95052-8119 (408) 765-8080 (Name and address of agent for service) (Telephone number, including area code, of agent for service) INTRODUCTION The purpose of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the "Registration Statement") of Intel Corporation, a Delaware corporation (the "Company" or the "Registrant") is to file as an exhibit to the Registration Statement the Amended and Restated Intel Corporation Sheltered Employee Retirement Plan Plus (the "SERPLUS"), as amended and restated effective July 15, 1996. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* __________________ * Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit No./Description 4.1* Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective November 1, 1995. 4.1.1 Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective July 15, 1996. 4.2* Intel Corporation Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Registrant's Form 10 Q for the quarter ended June 26, 1993 [Commission File No. 0 6217] as filed on August 10, 1993). 4.3* Intel Corporation Bylaws as amended (incorporated by reference to Exhibit 3.2 of Registrant's Form 10 Q for the quarter ended September 25, 1993 [Commission File No. 0 6217] as filed on November 9, 1993). 4.4* 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). 4.5* Warrant Agreement dated as of March 1, 1993, as amended, between the Registrant and Harris Trust and Savings Bank (as successor Warrant Agent) related to the issuance of 1998 Step-Up Warrants to Purchase Common Stock of Intel Corporation (incorporated by reference to Exhibit 4.6 of Registrant's Form 10 K [Commission File No. 0 6217] as filed on March 25, 1993), together with the First Amendment to Warrant Agreement dated as of October 18, 1993, the Second Amendment to Warrant Agreement dated as of January 17, 1994 (incorporated by reference to Exhibit 4.4 of the Registrant's Form 10 K [Commission File No. 0 6217] as filed on March 25, 1994), and the Third Amendment to Warrant Agreement dated as of May 1, 1995. 5.1* Legal Opinion of Gibson, Dunn & Crutcher. 5.2* Internal Revenue Service determination letter regarding qualification of the Intel Corporation 401(k) Savings Plan under Section 401 of the Internal Revenue Code. 23.1* Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1). 23.2 Consent of Independent Auditors. 24* Power of Attorney (contained on signature page hereto). ________________ * Previously filed. 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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S 8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 15th day of July, 1996. By: INTEL CORPORATION /s/F. Thomas Dunlap, Jr. F. Thomas Dunlap, Jr. Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to 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 of the Board July 15, 1996 Gordon E.Moore */s/Andrew S. Grove Principal Executive July 15, 1996 Andrew S. Grove Officer, President and Director */s/Craig R. Barrett Executive Vice President, July 15, 1996 Craig R. Barrett Chief Operating Officer and Direcator */s/Andy D. Bryant Vice President, Principal July 15, 1996 Andy D. Bryant Accounting and Chief Financial Officer */s/Winston H. Chen Director July 15, 1996 Winston H. Chen */s/D. James Guzy Director July 15, 1996 D. James Guzy */s/Max Palevsky Director July 15, 1996 Max Palevsky */s/Arthur Rock Director July 15, 1996 Arthur Rock */s/Jane E. Shaw Director July 15, 1996 Jane E. Shaw */s/Leslie L. Vadasz Director July 15, 1996 Leslie L. Vadasz */s/David B. Yoffie Director July 15, 1996 David B. Yoffie */s/Charles E. Young Director July 15, 1996 Charles E. Young *By: /s/F. Thomas Dunlap, Jr F. Thomas Dunlap, Jr. Attorney-in-Fact The 401(k) Savings Plan. Pursuant to the requirements of the Securities Act of 1933, the Intel Corporation 401(k) Savings Plan has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 15th day of July, 1996. INTEL CORPORATION 401(k) SAVINGS PLAN By: Name: Title: INDEX TO EXHIBITS Sequentially Exhibit No./Description Numbered Page 4.1* Intel Corporation Sheltered -- Employee Retirement Plan Plus,as amended and restated, effective November 1, 1995. 4.1.1 Intel Corporation Sheltered 7 Employee Retirement Plan Plus, as amended and restated, effective November 1, 1995. 4.2* Intel Corporation Certificate of -- Incorporation (incorporated by reference to Exhibit 3.1 of Registrant's Form 10 Q for the quarter ended June 26, 1993 [Commission File No. 0 6217] as filed on August 10, 1993). 4.3* Intel Corporation Bylaws as -- amended (incorporated by reference to Exhibit 3.2 of Registrant's Form 10 Q for the quarter ended September 25, 1993 [Commission File No. 0 6217] as filed on November 9, 1993). 4.4* 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). 4.5* Warrant Agreement dated as of -- March 1, 1993, as amended, between the Registrant and Harris Trust and Savings Bank (as successor Warrant Agent) related to the issuance of 1998 Step-Up Warrants to Purchase Common Stock of Intel Corporation (incorporated by reference to Exhibit 4.6 of Registrant's Form 10 K [Commission File No. 0 6217] as filed on March 25, 1993), together with the First Amendment to Warrant Agreement dated as of October 18, 1993, the Second Amendment to Warrant Agreement dated as of January 17, 1994, (incorporated by reference to Exhibit 4.4 of Registrant's Form 10 K [Commission File No. 0 6217] as filed on March 25, 1994), and the Third Amendment to Warrant Agreement dated as of May 1, 1995. 5.1* Legal Opinion of Gibson, Dunn & -- Crutcher. 5.2* Internal Revenue Service -- determination letter regarding qualification of the Intel Corporation 401(k) Savings Plan under Section 401 of the Internal Revenue Code. 23.1* Consent of Gibson, Dunn & -- Crutcher (contained in Exhibit 5.1). 23.2 Consent of Independent Auditors. 22 24* Power of Attorney (contained on signature page hereto). __________________ * Previously filed.