As filed with the Securities and Exchange Commission on June 21, 2006
Registration No. 333-125914
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTEL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-1672743
(State or Other (I.R.S. Employer
Jurisdiction Identification
of Incorporation or Number)
Organization)
2200 Mission College 95054-8119
Blvd. (Zip Code)
Santa Clara, CA
(Address of Principal
Executive Offices)
Intel Corporation 2004 Equity Incentive Plan
(Full Title of the Plan)
CARY I. KLAFTER, ESQ.
Vice President and Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-8119
(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, NW, Suite 300
Washington, DC 20036
(202) 955-8500
EXPLANATORY NOTE
Intel Corporation ("Intel") registered 130,000,000 shares of
its common stock for issuance under the Intel Corporation 2004
Equity Incentive Plan (the "Plan") pursuant to Registration
Statement on Form S-8, File No. 333-125914, filed with the
Securities and Exchange Commission on June 17, 2005. This Post-
Effective Amendment No. 1 is being filed to deregister
63,972,961 shares of Intel common stock that have not yet been
issued under the Plan.
Accordingly, Intel hereby withdraws from registration under
the Registration Statement on Form S-8, File No. 333-125914,
63,972,961 shares of its common stock that have not been and
will not be issued under the Plan.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this Post-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on
this 21st day of June, 2006.
INTEL CORPORATION
By: /s/ Cary I. Klafter
----------------------
Cary I. Klafter
Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board June 21, 2006
Craig R. Barrett and Director
* President, Chief June 21, 2006
Paul S. Otellini Executive Officer and
Director
* Director June 21, 2006
Charlene Barshefsky
* Director June 21, 2006
E. John P. Browne
* Executive Vice June 21, 2006
Andy D. Bryant President, Chief
Financial Officer and
Principal Accounting
Officer
* Director June 21, 2006
D. James Guzy
* Director June 21, 2006
Reed E. Hundt
Director
James D. Plummer
* Director June 21, 2006
David S. Pottruck
* Director June 21, 2006
Jane E. Shaw
* Director June 21, 2006
John L. Thornton
* Director June 21, 2006
David B. Yoffie
* By: /s/ Cary I. Klafter
Name: Cary I. Klafter
Title: Attorney-in-Fact