UNITED STATES
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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94-1672743
(I.R.S. Employer
Identification Number)
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2200 Mission College Blvd.
Santa Clara, CA
(Address of Principal Executive Offices)
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95054-1549
(Zip Code)
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Large accelerated filer x
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Accelerated filer □
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Non-accelerated filer □ (Do not check if a smaller reporting company)
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Smaller reporting company □
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share (2)
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Proposed maximum aggregate offering price (2)
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Amount of registration
fee (3)
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Common Stock, par value $0.001 per share issuable under the Intel Corporation 2006 Equity Incentive Plan
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13,512,737 shares (4)
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$21.30
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$ 287,821,298
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$ 33,416.05
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Common Stock, par value $0.001 per share issuable under the Intel Corporation 2006 Stock Purchase Plan
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133,000,000 shares
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$21.30
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$2,832,900,000
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$328,899.69
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(1)
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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 the 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.
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(2)
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Estimated solely for the purpose of calculating the registration fee 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 Registrant’s Common Stock on the Nasdaq Global Select Market on June 20, 2011, which was $21.30.
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(3)
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Pursuant to Rule 457(p) under the Securities Act: (a) $38,848.30, $25,765.08, $6,144.56 and $984.50 of the registration fees previously paid by McAfee, Inc. (“McAfee”), a wholly owned subsidiary of the Registrant, with respect to shares of McAfee common stock remaining unsold after the termination of the offerings under McAfee's Registration Statements on Form S-8 (Commission File Numbers 333-168619, 333-161144, 333-157100 and 333-150919, respectively), initially filed on August 6, 2010, August 7, 2009, February 4, 2009 and May 14, 2008, respectively; and (b) $2,679.39 of the registration fee previously paid by Wind River Systems, Inc. (“Wind River Systems”), a wholly owned subsidiary of the Registrant, with respect to shares of Wind River Systems common stock remaining unsold after the termination of the offering under Wind River Systems' Registration Statement on Form S-8 (Commission File Number 333-144023), initially filed on June 25, 2007, is being used to offset the registration fee due in connection with this Registration Statement. Accordingly, a filing fee of $287,893.91 is being paid herewith.
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(4)
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The Registrant previously registered 369,000,000 shares of Common Stock for issuance under the Intel Corporation 2006 Equity Incentive Plan (the “Plan”) pursuant to a Registration Statement on Form S-8 (File No. 333-160272) filed with the Securities and Exchange Commission on June 26, 2009. Of these shares, 154,487,263 shares (the “Option Exchange Shares”) (a) were authorized for issuance upon exercise of the options available for grant under the employee stock option exchange program that the Corporation’s stockholders approved at the Corporation’s 2009 Annual Stockholders’ Meeting (the “Option Exchange Program”), (b) were not issued under the Option Exchange Program and were not otherwise available for issuance under the Plan, and (c) solely for registration purposes under the Securities Act, continue to be registered under the Plan. Accordingly, of the 168,000,000 shares of Common Stock that the Corporation’s stockholders authorized for issuance under the Plan at the Corporation’s 2011 Annual Stockholders’ Meeting, 154,487,263 are registered under Registration Statement File No. 333-160272 and 13,512,737 are being registered on this Registration Statement.
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4.1*
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Third Restated Certificate of Incorporation of Intel Corporation dated May 17, 2006 (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K as filed on May 22, 2006, File No. 000-06217).
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4.2*
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Intel Corporation Bylaws, as amended on May 19, 2009 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K as filed on May 22, 2009, File No. 000-06217).
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (contained on signature page hereto).
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99.1
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Intel Corporation 2006 Equity Incentive Plan as Amended and Restated Effective May 19, 2011.
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99.2
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Intel Corporation 2006 Stock Purchase Plan.
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INTEL CORPORATION
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By:
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/s/ Stacy J. Smith | ||
Stacy J. Smith | |||
Senior Vice President, Chief Financial Officer, | |||
and Principal Accounting Officer |
/s/ Paul S. Otellini
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/s/ Stacy J. Smith
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Paul S. Otellini
President, Chief Executive Officer, Director and Principal Executive Officer
June 24, 2011
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Stacy J. Smith
Senior Vice President, Chief Financial Officer, and Principal Accounting Officer
June 24, 2011
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/s/ Charlene Barshefsky
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/s/ David S. Pottruck
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Charlene Barshefsky
Director
June 24, 2011
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David S. Pottruck
Director
June 24, 2011
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/s/ Susan L. Decker
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/s/ Jane E. Shaw
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Susan L. Decker
Director
June 24, 2011
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Jane E. Shaw
Chairman of the Board of Directors
June 24, 2011
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/s/ John J. Donahoe
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/s/ Frank D. Yeary
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John J. Donahoe
Director
June 24, 2011
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Frank D. Yeary
Director
June 24, 2011
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/s/ Reed E. Hundt
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/s/ David B. Yoffie
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Reed E. Hundt
Director
June 24, 2011
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David B. Yoffie
Director
June 24, 2011
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/s/ James D. Plummer
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James D. Plummer
Director
June 24, 2011
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4.1*
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Third Restated Certificate of Incorporation of Intel Corporation dated May 17, 2006 (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K as filed on May 22, 2006, File No. 000-06217).
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4.2*
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Intel Corporation Bylaws, as amended on May 19, 2009 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K as filed on May 22, 2009, File No. 000-06217).
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (contained on signature page hereto).
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99.1
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Intel Corporation 2006 Equity Incentive Plan as Amended and Restated Effective May 19, 2011.
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99.2
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Intel Corporation 2006 Stock Purchase Plan .
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