sv3asr
As filed with the Securities and Exchange Commission on
March 30, 2006
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Intel Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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94-1672743 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95054-1549
(408) 765-8080
(Address, including zip code and telephone number, including
area code, of registrants principal executive offices)
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95054-1549
(408) 765-8080
Attention: Corporate Secretary
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Stewart L. McDowell, Esq.
Gibson, Dunn & Crutcher, LLP
1 Montgomery Street
San Francisco, California 94104
(415) 393-8200
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
If any of the securities on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check
the following box: þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act
of 1933, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same
offering: o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
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Amount to be Registered/Proposed Maximum Offering Price Per Unit/ |
Securities to be Registered |
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Proposed Maximum Aggregate Offering Price/Amount of Registration Fee |
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Debt Securities
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Common Stock
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(1) |
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Preferred Stock
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Warrants
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Depositary Shares
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Purchase Contracts
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Guarantees
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Units(2)
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(1) |
An indeterminate aggregate initial offering price or number of
the securities of each identified class is being registered as
may from time to time be at indeterminate prices. Separate
consideration may or may not be received for securities that are
issuable on exercise, conversion or exchange of other
securities. In accordance with Rules 456(b) and 457(r), the
registrant is deferring payment of all of the registration fees. |
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(2) |
Any securities registered hereunder may be sold separately or as
units with other securities registered hereunder |
PROSPECTUS
INTEL CORPORATION
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
DEPOSITARY SHARES
PURCHASE CONTRACTS
GUARANTEES
UNITS
We or selling securityholders may from time to time offer to
sell debt securities, common stock, preferred stock, warrants,
depositary shares, purchase contracts, guarantees or units. Each
time we or a selling securityholder sells securities pursuant to
this prospectus, we will provide a supplement to this prospectus
that contains specific information about the offering and the
specific terms of the securities offered. You should read this
prospectus and the applicable prospectus supplement carefully
before you invest in our securities.
Our common stock is listed on the Nasdaq National
Market®
under the symbol INTC.
Investing in our securities involves a high degree of risk.
See Risk Factors section of our filings with the SEC
and the applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus is dated March 30, 2006
If you are in a jurisdiction where offers to sell, or
solicitations of offers to purchase, the securities offered by
this document are unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The
information contained in this document speaks only as of the
date of this document, unless the information specifically
indicates that another date applies.
TABLE OF CONTENTS
1
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
herein contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended (the
Exchange Act). All statements, other than statements
of historical facts, included or incorporated herein regarding
our strategy, future operations, financial position, future
revenues, projected costs, prospects, plans and objectives are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as
anticipates, believes,
estimates, expects, intends,
may, plans, projects,
will, would, and similar expressions or
expressions of the negative of these terms. Such statements are
only predictions and, accordingly, are subject to substantial
risks, uncertainties and assumptions.
Many factors could affect our actual results, and variances from
our current expectations regarding such factors could cause
actual results to differ materially from those expressed in our
forward-looking statements. We presently consider the factors
set forth below to be important factors that could cause actual
results to differ materially from our published expectations. A
more detailed discussion of these factors, as well as other
factors that could affect our results, is contained under the
heading Risk factors in our SEC filings, including
the report on
Form 10-K for the
year ended December 31, 2005. However, management cannot
predict all factors, or combinations of factors, that may cause
actual results to differ materially from those projected in any
forward-looking statements. Factors that could cause our results
to be different from our expectations include:
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we operate in intensely competitive industries that are
characterized by a high percentage of costs that are fixed or
difficult to reduce in the short term, and by product demand
that is highly variable. Revenue and the gross margin percentage
are affected by the demand for and market acceptance of our
products; the availability of sufficient inventory of Intel
products and related components from other suppliers to meet
demand; pricing pressures; actions taken by Intels
competitors; and our ability to respond quickly to technological
developments and to incorporate new features into our products.
Factors that could cause demand to be different from our
expectations include changes in customer product needs,
including order cancellations; changes in customers level
of inventory; and changes in business and economic conditions; |
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our gross margin percentage could vary from expectations based
on changes in revenue levels; product mix and pricing;
variations in inventory valuation, including variations related
to the timing of qualifying products for sale; excess or
obsolete inventory; manufacturing yields; changes in unit costs;
capacity utilization; impairments of long-lived assets,
including manufacturing, assembly/test and intangible assets;
and the timing and execution of the manufacturing ramp and
associated costs, including
start-up costs; |
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expenses, particularly certain marketing and compensation
expenses, vary depending on the level of demand for our products
and the level of revenue and profits; |
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our results could be impacted by unexpected economic, social and
political conditions in the countries in which we, our customers
or our suppliers operate, including security risks, possible
infrastructure disruptions and fluctuations in foreign currency
exchange rates; |
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our results could be affected by adverse effects associated with
product defects and errata (deviations from published
specifications), and by litigation or regulatory matters
involving intellectual property, stockholder, consumer,
antitrust and other issues, such as the litigation and
regulatory matters described in our SEC reports; and |
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our results could be affected by the amount, type, and valuation
of share-based awards granted as well as the amount of awards
cancelled due to employee turnover. |
Unless required by law, we undertake no obligation to publicly
update or revise any forward-looking statements to reflect
events or developments after the date of this prospectus.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed
with the SEC using a shelf registration process. We
may sell any combination of the securities described in this
prospectus from time to time.
The types of securities that we or selling securityholders may
offer and sell from time to time pursuant to this prospectus are:
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debt securities; |
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common stock; |
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preferred stock; |
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warrants; |
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depositary shares; |
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purchase contracts; |
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guarantees; and |
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units consisting of any of the securities listed above. |
Each time we or selling securityholders sell securities pursuant
to this prospectus, we will describe in a prospectus supplement,
which will be delivered with this prospectus, specific
information about the offering and the terms of the particular
securities offered. In each prospectus supplement we will
include the following information, if applicable:
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the type and amount of securities that we or selling
securityholders propose to sell; |
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the initial public offering price of the securities; |
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the names of any underwriters or agents through or to which we
or selling securityholders will sell the securities; |
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any compensation of those underwriters or agents; and |
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information about any securities exchanges or automated
quotation systems on which the securities will be listed or
traded. |
In addition, the prospectus supplement may also add, update or
change the information contained in this prospectus.
Wherever references are made in this prospectus to information
that will be included in a prospectus supplement, to the extent
permitted by applicable law, rules or regulations, we may
instead include such information or add, update or change the
information contained in this prospectus by means of a
post-effective amendment to the registration statement of which
this prospectus is a part, through filings we make with the SEC
that are incorporated by reference into this prospectus or by
any other method as may then be permitted under applicable law,
rules or regulations.
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THE COMPANY
We are the worlds largest semiconductor chip maker,
developing advanced integrated digital technology platforms for
the computing and communications industries. Our goal is to be
the preeminent provider of silicon chips and platform solutions
to the worldwide digital economy. We offer products at various
levels of integration, allowing our customers flexibility to
create advanced computing and communications systems and
products.
Intels products include chips, boards and other
semiconductor components that are the building blocks integral
to computers, servers, and networking and communications
products. Our component-level products consist of integrated
circuits used to process information. Our integrated circuits
are silicon chips, known as semiconductors, etched with
interconnected electronic switches.
We were incorporated in California in 1968 and reincorporated in
Delaware in 1989. Our principal executive offices are located at
2200 Mission College Boulevard, Santa Clara, California
95054 and our telephone number is (408) 765-8080.
USE OF PROCEEDS
We intend to use the net proceeds we receive from the sale of
securities by us as set forth in the applicable prospectus
supplement. Unless otherwise specified in the applicable
prospectus supplement, we will not receive any proceeds from the
sale of securities by selling securityholders.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for each of the periods indicated:
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Year Ended | |
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December 31, | |
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December 25, | |
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December 27, | |
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December 28, | |
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December 29, | |
2005 | |
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169x |
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107x |
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72x |
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32x |
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18x |
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The ratio of earnings to fixed charges is computed by dividing
(i) income before income taxes plus fixed charges by
(ii) fixed charges. Our fixed charges consist of the
portion of operating lease rental expense that is representative
of the interest factor and interest expense on indebtedness.
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DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of
the indenture under which the debt securities are to be issued,
unless otherwise specified in a prospectus supplement. The
particular terms of the debt securities to be sold will be set
forth in a prospectus supplement relating to such debt
securities.
The debt securities will represent unsecured general obligations
of the Company, unless otherwise provided in the prospectus
supplement. As indicated in the applicable prospectus
supplement, the debt securities will either be senior debt or
subordinated debt as described in such prospectus supplement.
Unless otherwise specified in the applicable prospectus
supplement, the debt securities will be issued under an
indenture dated as of March 29, 2006 between us and
Citibank, N.A. that has been filed as an exhibit to the
registration statement of which this prospectus is a part,
subject to such amendments or supplemental indentures as are
adopted from time to time. The following summary of certain
provisions of that indenture does not purport to be complete and
is subject to, and qualified in its entirety by, reference to
all the provisions of that indenture, including the definitions
therein of certain terms. Wherever particular sections or
defined terms of the indenture are referred to, it is intended
that such sections or defined terms shall be incorporated herein
by reference.
General
The indenture does not limit the amount of debt securities that
may be issued thereunder. The applicable prospectus supplement
with respect to any debt securities will set forth the following
terms of the debt securities offered pursuant thereto:
(i) the title and series of such debt securities, including
CUSIP numbers; (ii) any limit upon the aggregate principal
amount of such debt securities of such title or series;
(iii) whether such debt securities will be in global or
other form; (iv) the date(s) and method(s) by which
principal and any premium on such debt securities is payable;
(v) interest rate or rates (or method by which such rate
will be determined), if any; (vi) the dates on which any
such interest will be payable and the method of payment;
(vii) whether and under what circumstances any additional
amounts are payable with respect to such debt securities;
(viii) the notice, if any, to holders of such debt
securities regarding the determination of interest on a floating
rate debt security; (ix) the basis upon which interest on
such debt securities shall be calculated, if other than that of
a 360 day year of twelve
30-day months;
(x) the place or places where the principal of and interest
or additional amounts, if any, on such debt securities will be
payable; (xi) any redemption or sinking fund provisions, or
the terms of any repurchase at the option of the holder of the
debt securities; (xii) the denominations of such debt
securities, if other than $1,000 and integral multiples thereof;
(xiii) any rights of the holders of such debt securities to
convert the debt securities into other securities or property;
(xiv) the terms, if any, on which payment of principal or
any premium, interest or additional amounts on such debt
securities will be payable in a currency other than
U.S. dollars; (xv) the terms, if any, by which the
amount of payments of principal or any premium, interest or
additional amounts on such debt securities may be determined by
reference to an index, formula, financial or economic measure or
other methods; (xvi) if other than the principal amount
hereof, the portion of the principal amount of such debt
securities that will be payable upon declaration of acceleration
of the maturity thereof or provable in bankruptcy;
(xvii) any events of default or covenants in addition to or
in lieu of those described herein and remedies therefor;
(xviii) whether such debt securities will be subject to
defeasance or covenant defeasance; (xix) the terms, if any,
upon which such debt securities are to be issuable upon the
exercise of warrants; (xx) any trustees other than
Citibank, N.A., and any authenticating or paying agents,
transfer agents or registrars or any other agents with respect
to such debt securities; (xxi) the terms, if any, on which
such debt securities will be subordinate to other debt of the
Company; and (xxii) any other specific terms of such debt
securities and any other deletions from or additions to or
modifications of the indenture with respect to such debt
securities.
Debt securities may be presented for exchange, conversion or
transfer in the manner, at the places and subject to the
restrictions set forth in the debt securities and the prospectus
supplement. Such services will be provided without charge, other
than any tax or other governmental charge payable in connection
therewith, but subject to the limitations provided in the
indenture.
The indenture does not contain any covenant or other specific
provision affording protection to holders of the debt securities
in the event of a highly leveraged transaction or a change in
control of the Company, except
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to the limited extent described below under
Consolidation, Merger and Sale of
Assets. The Companys certificate of incorporation
also contains other provisions which may prevent or limit a
change of control. See Description of Capital Stock.
Modification and Waiver
The indenture provides that supplements to the indenture and the
applicable supplemental indentures may be made by the Company
and the trustee for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of
the indenture or of modifying in any manner the rights of the
holders of debt securities of a series under the indenture or
the debt securities of such series, with the consent of the
holders of a majority (or such other amount as is provided for a
particular series of debt securities) in principal amount of the
outstanding debt securities issued under such indenture that are
affected by the supplemental indenture, voting as a single
class; provided that no such supplemental indenture may, without
the consent of the holder of each such debt security affected
thereby, among other things: (a) change the stated maturity
of the principal of, or any premium, interest or additional
amounts on, such debt securities, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of
interest or any additional amounts thereon, or reduce any
premium payable on redemption thereof or otherwise, or reduce
the amount of the principal of debt securities issued with
original issue discount that would be due and payable upon an
acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, or change the redemption provisions or
adversely affect the right of repayment at the option of the
holder, or change the place of payment or currency in which the
principal of, or any premium, interest or additional amounts
with respect to any debt security is payable, or impair or
affect the right of any holder of debt securities to institute
suit for the payment after such payment is due, (b) reduce
the percentage of outstanding debt securities of any series, the
consent of the holders of which is required for any such
supplemental indenture, or the consent of whose holders is
required for any waiver or reduce the quorum required for
voting; (c) modify any of the provisions of the sections of
such indenture relating to supplemental indentures with the
consent of the holders, waivers of past defaults or securities
redeemed in part, except to increase any such percentage or to
provide that certain other provisions of such indenture cannot
be modified or waived without the consent of each holder
affected thereby; or (d) make any change that adversely
affects the right to convert or exchange any security into or
for common stock or other securities, cash or other property in
accordance with the terms of the applicable debt security.
The indenture provides that a supplemental indenture that
changes or eliminates any covenant or other provision of the
indenture that has expressly been included solely for the
benefit of one or more particular series of debt securities, or
that modifies the rights of the holders of such series with
respect to such covenant or other provision, shall be deemed not
to affect the rights under the indenture of the holders of debt
securities of any other series.
The indenture provides that the Company and the applicable
trustee may, without the consent of the holders of any series of
debt securities issued thereunder, enter into additional
supplemental indentures for one of the following purposes:
(1) to evidence the succession of another corporation to
the Company and the assumption by any such successor of the
covenants of the Company in such indenture and in the debt
securities issued thereunder; (2) to add to the covenants
of the Company or to surrender any right or power conferred on
the Company pursuant to the indenture; (3) to establish the
form and terms of debt securities issued thereunder; (4) to
evidence and provide for a successor trustee under such
indenture with respect to one or more series of debt securities
issued thereunder or to provide for or facilitate the
administration of the trusts under such indenture by more than
one trustee; (5) to cure any ambiguity, to correct or
supplement any provision in the indenture that may be
inconsistent with any other provision of the indenture or to
make any other provisions with respect to matters or questions
arising under such indenture which shall not adversely affect
the interests of the holders of any series of debt securities
issued thereunder in any material respect; (6) to add to,
delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of securities under the
indenture, (7) to add any additional events of default with
respect to all or any series of debt securities; (8) to
supplement any of the provisions of the indenture as may be
necessary to permit or facilitate the defeasance and discharge
of any
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series of debt securities, provided that such action does not
adversely affect the interests of any holder of an outstanding
debt security of such series or any other security in any
material respect; (9) to make provisions with respect to
the conversion or exchange rights of holders of debt securities
of any series; (10) to amend or supplement any provision
contained in such indenture or any supplemental indenture,
provided that no such amendment or supplement shall materially
adversely affect the interests of the holders of any debt
securities then outstanding; or (11) to qualify such
indenture under the Trust Indenture Act of 1939.
Events of Default
Unless otherwise provided in any prospectus supplement, the
following will be events of default under the indenture with
respect to each series of debt securities issued thereunder:
(a) default in the payment of principal (or premium, if
any) or any additional amounts with respect to such principal or
premium on any series of the debt securities outstanding under
the indenture when due; (b) default in the payment of any
interest or any additional amounts with respect to such interest
on any series of the debt securities outstanding under the
indenture when due, continued for 30 days; (c) default
in the payment, if any, of any sinking fund installment when and
as due by the terms of any debt security of such series, subject
to any cure period that may be specified in any debt security of
such series; (d) failure to perform any other covenant or
warranty of the Company contained in such indenture or such debt
securities continued for 90 days after written notice;
(e) certain events of bankruptcy, insolvency or
reorganization of the Company; and (f) any other event of
default provided in a supplemental indenture with respect to a
particular series of debt securities. In case an event of
default other than a default specified in clause (e) above
shall occur and be continuing with respect to any series of such
debt securities, the applicable trustee or the holders of not
less than 25% in aggregate principal amount of the debt
securities of such series then outstanding (each such series
acting as a separate class) may declare the principal (or, in
the case of discounted debt securities, the amount specified in
the terms thereof) of such series to be due and payable. If an
event of default described in (e) above shall occur and be
continuing then the principal amount (or, in the case of
discounted debt securities, the amount specified in the terms
thereof) of all the debt securities outstanding shall be and
become due and payable immediately, without notice or other
action by any holder or the applicable trustee, to the full
extent permitted by law. Any event of default with respect to
particular series of debt securities under such indenture may be
waived by the holders of a majority in aggregate principal
amount of the outstanding debt securities of such series (voting
as a class), except in each case a failure to pay principal of
or premium, interest or additional amounts, if any, on such debt
securities or a default in respect of a covenant or provision
which cannot be modified or amended without the consent of each
holder affected thereby.
The indenture provides that the applicable trustee may withhold
notice to the holders of any default with respect to any series
of debt securities (except in payment of principal of or
interest or premium on, or sinking fund payment in respect of,
the debt securities) if the applicable trustee considers it in
the interest of holders to do so.
The indenture contains a provision entitling the applicable
trustee to be indemnified by the holders before proceeding to
exercise any trust or power under such indenture at the request
of such holders. The indenture provides that the holders of a
majority in aggregate principal amount of the then outstanding
debt securities of any series may direct the time, method and
place of conducting any proceedings for any remedy available to
the applicable trustee or of exercising any trust or power
conferred upon the applicable trustee with respect to the debt
securities of such series; provided, however, that the
applicable trustee may decline to follow any such direction if,
among other reasons, the applicable trustee determines in good
faith that the actions or proceedings as directed may not
lawfully be taken or would be unduly prejudicial to the holders
of the debt securities of such series not joining in such
direction. The right of a holder to institute a proceeding with
respect to the applicable indenture will be subject to certain
conditions precedent including, without limitation, that the
holders of not less than 25% in aggregate principal amount of
the debt securities of such series then outstanding under such
indenture make a written request upon the applicable trustee to
exercise its powers under such indenture, indemnify the
applicable trustee and afford the applicable trustee reasonable
opportunity to act, but the holder has an absolute right to
receipt of the principal of, premium, if any, and
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interest when due on the debt securities, to require conversion
of debt securities if such indenture provides for convertibility
at the option of the holder and to institute suit for the
enforcement thereof.
Consolidation, Merger and Sale of Assets
The indenture provides that the Company may not consolidate
with, merge into or sell, convey or lease all or substantially
all of its assets to any person unless the successor person is a
corporation organized under the laws of any domestic
jurisdiction and assumes the Companys obligations on the
debt securities issued thereunder, and under such indenture, and
after giving effect thereto no event of default, and no event
that, after notice or lapse of time or both, would become an
event of default, shall have occurred and be continuing, and
that certain other conditions are met.
Certain Covenants
Existence. Except as permitted under
Consolidation, Merger and Sale of
Assets, the indenture requires the Company to do or cause
to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (by certificate
of incorporation, bylaws and statute) and franchises;
provided, however, that the Company will not be required
to preserve any right or franchise if the Company determines
that the preservation thereof is no longer desirable in the
conduct of its business.
Calculation of Original Issue Discount. The Company shall
file with the trustee promptly at the end of each calendar year
a written notice specifying the amount of original issue
discount accrued on outstanding securities at the end of such
year and any other specific information as may then be relevant
under the Internal Revenue Code of 1986, as amended.
Additional Covenants. Any additional covenants of the
Company with respect to any series of debt securities will be
set forth in the prospectus supplement relating thereto.
Conversion Rights
The terms and conditions, if any, upon which the debt securities
are convertible into common stock or preferred stock will be set
forth in the applicable prospectus supplement relating thereto.
Such terms will include the conversion price (or manner of
calculation thereof), the conversion period, provisions as to
whether conversion will be at the option of the holders or the
Company, the events requiring an adjustment of the conversion
price and provisions affecting conversion in the event of
redemption of such debt securities and any restrictions on
conversion.
Redemption; Repurchase at the Option of the Holder; Sinking
Fund
The terms and conditions, if any, upon which (i) the debt
securities are redeemable at the option of the Company,
(ii) the holder of debt securities may cause the Company to
repurchase such debt securities or (iii) the debt
securities are subject to any sinking fund will be set forth in
the applicable prospectus supplement relating thereto.
Repurchases on the Open Market
The Company or any affiliate of the Company may at any time or
from time to time repurchase any debt security in the open
market or otherwise. Such debt securities may, at the option of
the Company or the relevant affiliate of the Company, be held,
resold or surrendered to the trustee for cancellation.
Discharge, Defeasance and Covenant Defeasance
The indenture provides, with respect to each series of debt
securities issued thereunder, that the Company may terminate its
obligations under such debt securities of a series and such
indenture with respect to debt securities of such series if:
(A)(i) all debt securities of such series previously
authenticated and delivered, with certain exceptions, have been
accepted by the applicable trustee for cancellation; or
(ii) the debt securities of such series have become due and
payable, or mature within one year, or all of them are to be
called for redemption within one year under arrangements
satisfactory to the applicable trustee for giving the
8
notice of redemption, (B) the Company irrevocably deposits
in trust with the applicable trustee, as trust funds solely for
the benefit of the holders of such debt securities, for that
purpose, money sufficient to pay the entire indebtedness on the
debt securities of such series to maturity or redemption, as the
case may be, and to pay all other sums payable by it under such
indenture, and (C) the Company delivers to the applicable
trustee an officers certificate and an opinion of counsel,
in each case stating that all conditions precedent provided for
in such indenture relating to the satisfaction and discharge of
such indenture with respect to the debt securities of such
series have been complied with. With respect to the foregoing
clause (i) and (ii), certain obligations of the
Company to the Trustee shall survive. With respect to the
foregoing clause (ii), the Companys obligations to
execute and deliver debt securities of such series for
authentication, to maintain an office or agency in respect of
the debt securities of such series, to have moneys held for
payment in trust, to register the transfer or exchange of debt
securities of such series, to deliver debt securities of such
series for replacement, to pay additional amounts, if any, in
certain circumstances, and with respect to rights of conversion
or exchange, if any, shall survive until such debt securities
are no longer outstanding. Thereafter, only the Companys
obligations to compensate and indemnify the applicable trustee
and its right to recover excess money held by the applicable
trustee shall survive.
The indenture provides that the Company (i) will be deemed
to have paid and will be discharged from any and all obligations
in respect of the debt securities issued thereunder of any
series, and the provisions of such indenture will, except as
noted below, no longer be in effect with respect to the debt
securities of such series and (ii) may omit to comply with
any term, provision, covenant or condition of such indenture,
and such omission shall be deemed not to be an event of default
under clause (d) or (f) of the first paragraph of
Events of Default with respect to the
outstanding debt securities of such series; provided that the
following conditions shall have been satisfied: (A) the
Company has irrevocably deposited in trust with the applicable
trustee as trust funds solely for the benefit of the holders of
the debt securities of such series, for payment of the principal
of and interest of the debt securities of such series, money or
government obligations or a combination thereof sufficient (in
the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof
delivered to the applicable trustee) without consideration of
any reinvestment to pay and discharge the principal of and
accrued interest on the outstanding debt securities of such
series to maturity or earlier redemption (irrevocably provided
for under arrangements satisfactory to the applicable trustee),
as the case may be; (B) such deposit will not result in a
breach or violation of, or constitute a default under, such
indenture or any other material agreement or instrument to which
the Company is a party or by which it is bound; (C) no
default with respect to such debt securities of such series
shall have occurred and be continuing on the date of such
deposit; (D) the Company shall have delivered to such
trustee an opinion of counsel as described in the indenture to
the effect that (1) the holders of the debt securities of
such series will not recognize income, gain or loss for Federal
income tax purposes as a result of the Companys exercise
of its option under this provision of such indenture and will be
subject to federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such
deposit and defeasance had not occurred, and (2) after the
91st day after the establishment of such trust, the amounts in
such trust will not be subject to any case or proceeding in
respect of the Company under applicable bankruptcy, insolvency
or similar law; and (E) the Company has delivered to the
applicable trustee an officers certificate and an opinion
of counsel, in each case stating that all conditions precedent
provided for in such indenture relating to the defeasance
contemplated have been complied with. Subsequent to a legal
defeasance under clause (i) above, the Companys
obligations to execute and deliver debt securities of such
series for authentication, to maintain an office or agency in
respect of the debt securities of such series, to have moneys
held for payment in trust, to register the transfer or exchange
of debt securities of such series, to deliver debt securities of
such series for replacement, to pay additional amounts, if any,
in certain circumstances, and with respect to rights of
conversion or exchange, if any, shall survive until such debt
securities are no longer outstanding.
9
Applicable Law
The indenture provides that the debt securities and the
indenture will be governed by and construed in accordance with
the laws of the State of New York.
About the Trustee
Unless otherwise specified in the applicable prospectus
supplement, Citibank, N.A. is the trustee under the indenture.
10
DESCRIPTION OF CAPITAL STOCK
General
Under Intels second restated certificate of incorporation
(the certificate of incorporation), Intel is
authorized to issue up to 10 billion shares of common
stock. The common stock is not redeemable, does not have any
conversion rights and is not subject to call. Holders of shares
of common stock have no preemptive rights to maintain their
percentage of ownership in future offerings or sales of stock of
Intel. Holders of shares of common stock have one vote per share
in all elections of directors and on all other matters submitted
to a vote of stockholders of Intel. The holders of common stock
are entitled to receive dividends, if any, as and when declared
from time to time by the board of directors of Intel out of
funds legally available therefor. Upon liquidation, dissolution
or winding up of the affairs of Intel, the holders of common
stock will be entitled to participate equally and ratably, in
proportion to the number of shares held, in the net assets of
Intel available for distribution to holders of common stock. The
shares of common stock currently outstanding are fully paid and
nonassessable. As of January 27, 2006, there were
approximately 5,883 million shares of common stock issued
and outstanding.
Under the certificate of incorporation, Intel is authorized to
issue up to 50 million shares of preferred stock. The
preferred stock may be issued in one or more series, and the
board of directors of Intel is expressly authorized (i) to
fix the descriptions, powers, preferences, rights,
qualifications, limitations, and restrictions with respect to
any series of preferred stock and (ii) to specify the
number of shares of any series of preferred stock. As of
January 27, 2006, there were no shares of preferred stock
issued and outstanding.
Certain certificate of incorporation provisions
Intel has adopted a number of provisions in its certificate of
incorporation that might discourage certain types of
transactions that involve an actual or threatened change of
control of Intel. The provisions may make it more difficult and
time consuming to change majority control of the board of
directors and thus reduce the vulnerability of Intel to an
unsolicited offer, particularly an offer that does not
contemplate the acquisition of all of Intels outstanding
shares.
These provisions are intended to encourage persons seeking to
acquire control of Intel to initiate such an acquisition through
arms-length negotiations with Intels management and
board of directors. Additionally, such provisions provide
management with the time and information necessary to evaluate a
takeover proposal, to study alternative proposals and to help
ensure that the best transaction involving Intel is ultimately
undertaken. Nonetheless, the provisions could have the effect of
discouraging a third party from making a tender offer or
otherwise attempting to obtain control of Intel, even though
such an attempt might be beneficial to Intel and its
stockholders.
The certificate of incorporation contains a fair price provision
(the fair price provision) which requires that
mergers and certain other business combinations (business
combinations) involving Intel and persons beneficially
owning 5% or more of the outstanding shares of common stock (an
interested stockholder) either (i) meet certain
minimum price and procedural requirements, (ii) be approved
by a majority of the members of Intels board of directors
who are unaffiliated with the 5% stockholder and who were
directors before the stockholder became a 5% stockholder (the
disinterested directors) or (iii) be approved
by the holders of at least
662/3
% of the voting power of Intels outstanding voting
stock (voting stock).
11
Minimum price and procedural requirements. To consummate
a business combination based on the minimum price and procedural
requirements condition, all the following conditions must be
satisfied:
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(a) Intels stockholders shall have the right to
receive cash for their shares if cash was paid by the interested
stockholder to acquire any shares of Intels stock, or any
interest therein, in the two years prior to the announcement of
the transaction; |
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(b) The aggregate amount of the cash and the fair market
value (calculated in accordance with the fair price provision)
to be paid shall equal the higher of: (1) the highest price
per share paid by the interested stockholder in acquiring any
shares of voting stock during the five years prior to the date
of the consummation of the business combination (the
consummation date) or (2) the fair market value
per share of common stock on the date on which the interested
stockholder became an interested stockholder (the
determination date) or the consummation date
whichever is higher; |
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(c) after the determination date and prior to the
consummation date (1) if Intel pays regular dividends,
Intel shall not have failed to pay dividends, reduced the annual
rate of dividends or failed to increase the rate of dividends to
reflect a reduction in the number of shares of voting stock,
unless approved by a majority of the disinterested directors;
(2) the interested stockholder shall not have acquired any
additional shares of voting stock, directly from Intel or
otherwise, in any transaction after the transaction pursuant to
which it became an interested stockholder and (3) the
interested stockholder shall not have received, at any time
after it became an interested stockholder, whether in connection
with the proposed business combination or otherwise, the benefit
of any loan or other financial assistance or tax advantage
provided by Intel (other than proportionately as a
stockholder); and |
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(d) a proxy or information statement disclosing the terms
and conditions of the proposed business combination and
complying with the requirements of the proxy rules promulgated
under the Exchange Act must be mailed to all stockholders of
Intel at least 30 days before the consummation of a
business combination. The disinterested directors must be
provided in such proxy statement an opportunity to state their
views regarding the proposed business combination and to include
therewith an opinion of an independent investment banking firm
they have selected. |
662/3%
vote required to amend or repeal the fair price provision.
The certificate of incorporation requires the affirmative vote
of the holders of 66 2/3% or more of the outstanding voting
stock to amend, alter or repeal, or to adopt any provisions
inconsistent with, the fair price provision.
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No action by stockholder consent |
Intels certificate of incorporation prohibits action that
is required or permitted to be taken at any annual or special
meeting of stockholders of Intel from being taken by the written
consent of stockholders without a meeting. This provision may be
altered, amended or repealed only if the holders of
662/3
% or more of voting stock vote in favor of such action.
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Proposal to repeal certain provisions of our certificate
of incorporation |
Our proxy statement for our 2006 annual meeting contains a
stockholder proposal to remove the fair price provision from our
certificate of incorporation and to repeal the super-majority
vote provisions in our certificate of incorporation, including
those related to the fair price provision, certain amendments to
our certificate of incorporation and stockholder approval of a
compromise or arrangement between Intel and its creditors or
stockholders.
DESCRIPTION OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement a
description of any warrants, depositary shares, purchase
contracts, guarantees or units that may be offered pursuant to
this prospectus.
12
PLAN OF DISTRIBUTION
The securities being offered by this prospectus may be sold by
us or by a selling securityholder:
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through agents, |
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to or through underwriters, |
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through broker-dealers (acting as agent or principal), |
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directly by us or a selling securityholder to purchasers,
through a specific bidding or auction process or otherwise, |
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through a combination of any such methods of sale; |
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through any other methods described in a prospectus supplement |
The distribution of securities may be effected from time to time
in one or more transactions, including block transactions and
transactions on the Nasdaq National Market or any other
organized market where the securities may be traded. The
securities may be sold at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at
prices relating to the prevailing market prices or at negotiated
prices. The consideration may be cash or another form negotiated
by the parties. Agents, underwriters or broker-dealers may be
paid compensation for offering and selling the securities. That
compensation may be in the form of discounts, concessions or
commissions to be received from us or from the purchasers of the
securities. Dealers and agents participating in the distribution
of the securities may be deemed to be underwriters, and
compensation received by them on resale of the securities may be
deemed to be underwriting discounts. If such dealers or agents
were deemed to be underwriters, they may be subject to statutory
liabilities under the Securities Act.
Agents may from time to time solicit offers to purchase the
securities. If required, we will name in the applicable
prospectus supplement any agent involved in the offer or sale of
the securities and set forth any compensation payable to the
agent. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period
of its appointment. Any agent selling the securities covered by
this prospectus may be deemed to be an underwriter, as that term
is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities will be acquired
by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying
prices determined at the time of sale, or under delayed delivery
contracts or other contractual commitments. Securities may be
offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by
one or more firms acting as underwriters. If an underwriter or
underwriters are used in the sale of securities, an underwriting
agreement will be executed with the underwriter or underwriters
at the time an agreement for the sale is reached. The applicable
prospectus supplement will set forth the managing underwriter or
underwriters, as well as any other underwriter or underwriters,
with respect to a particular underwritten offering of
securities, and will set forth the terms of the transactions,
including compensation of the underwriters and dealers and the
public offering price, if applicable. The prospectus and the
applicable prospectus supplement will be used by the
underwriters to resell the securities.
If a dealer is used in the sale of the securities, we, a selling
securityholder, or an underwriter will sell the securities to
the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by
the dealer at the time of resale. To the extent required, we
will set forth in the prospectus supplement the name of the
dealer and the terms of the transactions.
We or a selling securityholder may directly solicit offers to
purchase the securities and we or a selling securityholder may
make sales of securities directly to institutional investors or
others. These persons may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale of
the securities. To the extent required, the prospectus
supplement will describe the terms of any such sales, including
the terms of any bidding or auction process, if used.
13
Agents, underwriters and dealers may be entitled under
agreements which may be entered into with us to indemnification
by us against specified liabilities, including liabilities
incurred under the Securities Act, or to contribution by us to
payments they may be required to make in respect of such
liabilities. If required, the prospectus supplement will
describe the terms and conditions of such indemnification or
contribution. Some of the agents, underwriters or dealers, or
their affiliates may be customers of, engage in transactions
with or perform services for us or our subsidiaries in the
ordinary course of business.
Under the securities laws of some states, the securities offered
by this prospectus may be sold in those states only through
registered or licensed brokers or dealers.
Any person participating in the distribution of common stock
registered under the registration statement that includes this
prospectus will be subject to applicable provisions of the
Exchange Act, and the applicable SEC rules and regulations,
including, among others, Regulation M, which may limit the
timing of purchases and sales of any of our common stock by any
such person. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of our common
stock to engage in market-making activities with respect to our
common stock. These restrictions may affect the marketability of
our common stock and the ability of any person or entity to
engage in market-making activities with respect to our common
stock.
Certain persons participating in an offering may engage in
over-allotment, stabilizing transactions, short-covering
transactions and penalty bids in accordance with
Regulation M under the Exchange Act that stabilize,
maintain or otherwise affect the price of the offered
securities. If any such activities will occur, they will be
described in the applicable prospectus supplement.
14
SELLING SECURITYHOLDERS
Information about selling securityholders, where applicable,
will be set forth in a prospectus supplement, in a
post-effective amendment, or in filings we make with the SEC
under the Exchange Act that are incorporated by reference.
LEGAL MATTERS
In connection with particular offerings of the securities in the
future, and if stated in the applicable prospectus supplements,
the validity of those securities will be passed upon for us by
Gibson, Dunn & Crutcher LLP, and for any underwriters
or agents by counsel named in the applicable prospectus
supplement.
EXPERTS
Ernst & Young LLP, independent registered public
accounting firm, has audited our consolidated financial
statements and schedule included in our Annual Report on
Form 10-K for the
year ended December 31, 2005, and managements
assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2005, as set forth
in their reports, which are incorporated by reference in this
prospectus and elsewhere in the registration statement. Our
financial statements and schedule and managements
assessment are incorporated by reference in reliance on
Ernst & Young LLPs reports, given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC under the Exchange Act. You
may read and copy any reports, statements or other information
on file at the SECs public reference room located at
450 Fifth Street, NW, Washington, D.C. 20549. Please
call the SEC at
1-800-SEC-0330 for
further information on the public reference room. The SEC
filings are also available to the public from commercial
document retrieval services. These filings are also available at
the Internet website maintained by the SEC at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE
NOT PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. YOU SHOULD
RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN
THE DOCUMENTS THAT WE HAVE INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE
INFORMATION CONTAINED IN THIS DOCUMENT AND INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS.
We incorporate information into this prospectus by reference,
which means that we disclose important information to you by
referring you to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part
of this prospectus, except to the extent superseded by
information contained herein or by information contained in
documents filed with or furnished to the SEC after the date of
this prospectus. This prospectus incorporates by reference the
documents set forth below that
15
have been previously filed with the SEC. These documents contain
important information about us and our financial condition.
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Intel SEC Filings (File No. 000-06217) |
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Period |
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Annual report on Form 10-K (including the portions of our
proxy statement for our 2006 annual meeting of stockholders
incorporated by reference therein)
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Year ended December 31, 2005 |
Current reports on Form 8-K
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Filed, January 19, 2006 and February 9, 2006. |
We also incorporate by reference into this prospectus additional
documents that we may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from
the date of this prospectus to the end of the offering of the
debentures. These documents may include annual reports on
Form 10-K,
quarterly reports on
Form 10-Q and
current reports on
Form 8-K, as well
as proxy statements. We are not incorporating by reference any
information furnished under items 2.02 or 7.01 (or corresponding
information furnished under item 9.01 or included as an
exhibit) in any past or future current report on
Form 8-K that we
may file with the SEC, unless otherwise specified in such
current report. Notwithstanding any statements to the contrary
in such report, we are not incorporating by reference our
current report on
Form 8-K filed
January 17, 2006 or March 3, 2006. As we announced on
March 3, 2006, Intels Business Outlook, published in
our Annual Report on
Form 10-K for the
year ended Dec. 31, 2005 no longer reflects our
expectations and should not be relied upon.
You may obtain copies of any of these filings through Intel as
described below, through the SEC or through the SECs
Internet website as described above. Documents incorporated by
reference are available without charge, excluding all exhibits
unless an exhibit has been specifically incorporated by
reference into this prospectus, by requesting them in writing,
by telephone or via the Internet at:
Intel Corporation
2200 Mission College Blvd., M/S SC4-203
Santa Clara, CA 95052-8119
Attn: Corporate Secretary
(408) 765-8080
www.intel.com
THE INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE A
PART OF THIS PROSPECTUS.
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14. |
Other Expenses of Issuance and Distribution. |
The following table sets forth the estimated fees and expenses
payable by the Company in connection with the registration of
the securities registered hereby:
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SEC Registration fee
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$ |
* |
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Legal fees and expenses
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$ |
35,000 |
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Accounting fees and expenses
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$ |
30,000 |
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Printing fees
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$ |
40,000 |
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Trustees fees and expenses
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$ |
25,000 |
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Miscellaneous
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$ |
35,000 |
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Total
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$ |
165,000 |
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* |
In accordance with Rule 456(b), we are deferring payment of
the registration fee for the securities offered by this
prospectus. |
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Item 15. |
Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law (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 directors 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 Companys certificate of
incorporation 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 certificate of incorporation 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 Companys 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 other proceeding, whether civil,
criminal, administrative or investigative by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, 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, ERISA excise taxes and
penalties, 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
II-1
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 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.
See Exhibit Index attached hereto and incorporated by
reference.
The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: |
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; |
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(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 end 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; |
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(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 (i), (ii) and
(iii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of
II-2
1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration
statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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. |
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(3) 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. |
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(4) That, for purposes of determining liability under the
Securities Act of 1933 to any purchaser: |
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(A) Each prospectus filed by the Registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and |
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(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which the prospectus related, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date. |
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(5) That, for purposes of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser: |
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(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424; |
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(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant; |
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(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and |
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(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser. |
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(6) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrants
annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to |
II-3
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Section 15(d) of the Securities Exchange Act of 1934) 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. |
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(7) To file an application for the purpose of determining
the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the
Trust Indenture Act. |
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(8) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities Act of 1933 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, that 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 Securities Act of 1933
and will be governed by the final adjudication of such issue. |
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3 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
30th day of March, 2006.
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Andy D. Bryant |
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Executive Vice President, Chief Financial Officer and Principal
Accounting Officer |
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose
signature appears below hereby constitute and appoint Andy D.
Bryant and Cary Klafter, and each of them severally, as his or
her true and lawful
attorneys-in-fact and
agents with full power of substitution and resubstitution for
him or her and in his or her name, place, and stead in any and
all capacities to sign any and all amendments (including
post-effective amendments and amendments filed pursuant to
462(b) under the Securities Act of 1933) 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, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said
attorneys-in-facts and
agents or any of them, or of his substitute or substitutes, may
lawfully do to cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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/s/ Craig R. Barrett
Craig R. Barrett
Chairman of the Board and Director
March 30, 2006 |
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/s/ Paul S. Otellini
Paul S. Otellini
President, Chief Executive Officer, Director and Principal
Executive Officer
March 30, 2006 |
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/s/ Charlene Barshefsky
Charlene Barshefsky
Director
March 30, 2006 |
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/s/ James D. Plummer
James D. Plummer
Director
March 30, 2006 |
II-5
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/s/ E. John P. Browne
E. John P. Browne
Director
March 30, 2006 |
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/s/ David S. Pottruck
David S. Pottruck
Director
March 30, 2006 |
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/s/ Andy D. Bryant
Andy D. Bryant
Executive Vice President, Chief Financial Officer and Principal
Accounting Officer
March 30, 2006 |
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/s/ Jane E. Shaw
Jane E. Shaw
Director
March 30, 2006 |
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/s/ D. James Guzy
D. James Guzy
Director
March 30, 2006 |
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John L. Thornton
Director |
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/s/ Reed E. Hundt
Reed E. Hundt
Director
March 30, 2006 |
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/s/ David B. Yoffie
David B. Yoffie
Director
March 30, 2006 |
II-6
EXHIBIT INDEX
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Exhibit |
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|
Number |
|
Description |
|
|
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|
*4 |
.1 |
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Intel Corporation Second Restated Certificate of Incorporation
(Incorporated herein by reference to Exhibit 3.1 to the
Registrants Quarterly Report on Form 10-Q filed
May 7, 2003). |
|
*4 |
.2 |
|
Intel Corporation Bylaws, as amended January 18, 2006.
(Incorporated herein by reference to Exhibit 3.2 to the
Registrants Current Report on Form 8-K filed
January 19, 2006). |
|
*4 |
.3 |
|
Specimen certificate of the Registrants common stock.
(Incorporated herein by reference to Exhibit 4.1 of the
Registrants Registration Statement on Form 8-B, (file
no. 000-06217) filed on May 3, 1989). |
|
4 |
.4 |
|
Indenture dated as of March 29, 2006 between Intel
Corporation and Citibank, N.A. |
|
*4 |
.5 |
|
Registration Rights Agreement with respect to the
Registrants 2.95% Junior Subordinated Convertible
Debentures due 2035 between Intel Corporation and
J.P. Morgan Securities Inc. dated December 16, 2005
(Incorporated herein by reference to Exhibit 4.1 to the
Registrants Annual Report on Form 10-K for the year
ended December 31, 2005). |
|
*4 |
.6 |
|
Indenture for the Registrants 2.95% Junior Subordinated
Convertible Debentures due 2035 issued by Intel Corporation to
Citibank N.A., dated as of December 16, 2005 (Incorporated
herein by reference to Exhibit 4.2 to the Registrants
Annual Report on Form 10-K for the year ended
December 31, 2005). |
|
5 |
.1 |
|
Legal opinion of Gibson, Dunn & Crutcher LLP regarding
the legality of the securities being registered under this
registration statement. |
|
5 |
.2 |
|
Legal opinion of Gibson, Dunn & Crutcher LLP regarding
the Registrants 2.95% Junior Subordinated Convertible
Debentures due 2035. |
|
8 |
.1 |
|
Tax Opinion of Gibson, Dunn & Crutcher LLP with respect
to the Registrants 2.95% Junior Subordinated Convertible
Debentures due 2035. |
|
*12 |
.1 |
|
Statement regarding computation of ratio of earnings to fixed
charges (Incorporated herein by reference to Exhibit 12.1
to Registrants Annual Report on Form 10-K for the
year ended December 31, 2005). |
|
23 |
.1 |
|
Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibits 5.1, 5.2, and 8.1). |
|
23 |
.2 |
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Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm. |
|
24 |
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|
Powers of Attorney (Included on Page II-5 as part of the
signature pages hereto). |
|
25 |
.1 |
|
Statement of Eligibility of Trustee on Form T-1 with
respect to the Indenture dated as of March 29, 2006 between
Intel Corporation and Citibank, N.A. |
|
25 |
.2 |
|
Statement of Eligibility of Trustee on Form T-1 with
respect to Indenture for the Registrants 2.95% Junior
Subordinated Convertible Debentures due 2035 issued by Intel
Corporation to Citibank N.A., dated as of December 16, 2005. |