As filed with the Securities and Exchange Commission on October 22, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Intel Corporation
(Exact name of Registrant as specified in its charter)
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Delaware
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94-1672743
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification Number)
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2200 Mission College Blvd.
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Santa Clara, CA
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95054-1549
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(Address of Principal Executive Offices)
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(Zip Code)
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Intel Corporation 2006 Employee Stock Purchase Plan
(Full Title of the Plan)
Susie Giordano
Corporate Vice President and Corporate Secretary
2200 Mission College Boulevard
Santa Clara, CA 95054-1549
(Name and address of agent for service)
(408) 765-8080
(Telephone number, including area code, of agent for service)
Copies to:
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
(202) 955-8500
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company in
Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price
per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee (1)
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Common Stock, par value $0.001 per share, issuable under the
Intel Corporation 2006 Employee Stock Purchase Plan
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150,000,000
shares (2)
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$53.30 (3)
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$7,995,000,000 (3)
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$872,254.50
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(1)
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Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended (the Securities
Act), at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.
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(2)
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Pursuant to Rule 416 under the Securities Act, this Registration Statement shall also cover any additional
shares of common stock, par value $0.001 per share (Common Stock), of Intel Corporation (Intel) that may become issuable in respect of the securities identified in the above table to prevent dilution as a result of any stock
dividend, stock split, recapitalization or other similar transaction.
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(3)
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h) under
the Securities Act, the offering price and aggregate offering price are based on a price of $53.30 per share, which price is an average of the high and low prices of Intels Common Stock as reported on the Nasdaq Global Select Market on
October 15, 2020.
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