INTEL CORP — Regulatory Filings 2007

Jun 21, 2007

S-8 POS 1 forms8amend.htm POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8

As filed with the Securities and Exchange Commission on June 21, 2007 Registration No. 333-125914

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTEL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	94-1672743 (I.R.S. Employer Identification Number)
2200 Mission College Blvd. Santa Clara, CA (Address of Principal Executive Offices)	95054-1549 (Zip Code)

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 95054-1549

(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, NW, Suite 300

Washington, DC 20036

(202) 955-8500

1

EEDocs PBStart

EEDocs PBEnd

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. On June 21, 2006, Intel filed Post-Effective Amendment No. 1 to deregister 63,972,961 shares of Intel common stock that have not yet been issued under the Plan. This Post-Effective Amendment No. 2 is being filed to deregister an additional 27,914,419 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, 27,914,419 shares of its common stock that have not been and will not be issued under the Plan.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

2

EEDocs PBStart

EEDocs PBEnd

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. 2 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, 2007.

INTEL CORPORATION

By: / s / Cary I. Klafter__

Cary I. Klafter

Vice President and Secretary

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

3

EEDocs PBStart

EEDocs PBEnd

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* _________ Craig R. Barrett	Chairman of the Board and Director	June 21, 2007
*____ Paul S. Otellini	President, Chief Executive Officer and Director	June 21, 2007
*____ Charlene Barshefsky	Director	June 21, 2007
*____ Andy D. Bryant	Executive Vice President, Chief Financial and Enterprise Services Officer	June 21, 2007
_____ Susan L. Decker	Director
____ D. James Guzy	Director
*____ Reed E. Hundt	Director	June 21, 2007
_____ James D. Plummer	Director
*____ David S. Pottruck	Director	June 21, 2007
*____ Jane E. Shaw	Director	June 21, 2007
*____ John L. Thornton	Director	June 21, 2007
*____ David B. Yoffie	Director	June 21, 2007

• By: / s / Cary I. Klafter__

Name: Cary I. Klafter

Title: Attorney-in-Fact

4

EEDocs PBStart EEDocs PBEnd